/raid1/www/Hosts/bankrupt/TCR_Public/240308.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, March 8, 2024, Vol. 28, No. 67
Headlines
111 RONALD ROAD: Seeks to Hire James A. Graham as Attorney
818 REAL ROAD: Seeks to Hire Raymond H. Aver as Bankruptcy Counsel
8515 RIVER ROAD: Seeks to Extend Plan Exclusivity to May 6
ALECTO HEALTHCARE: Taps Brattle Group as Litigation Consultant
ALIGNED DEVELOPMENT: Voluntary Chapter 11 Case Summary
APPLIED SYSTEMS: Hires Keen-Summit Capital as Real Estate Advisor
APPLOVIN CORP: Moody's Rates Repriced Loan Facilities 'Ba3'
BAUSCH HEALTH: Reports $611 Million Net Loss in FY Ended Dec. 31
BAYER & SONZ: Jennifer Schank Named Subchapter V Trustee
BELA FLOR: Gets OK to Sell Harrisonville Assets to Winning Bidders
BELLRING BRANDS: Moody's Alters Outlook on 'B1' CFR to Positive
BETTER DAY: Seeks to Hire Agentis PLLC as Bankruptcy Counsel
BILLING ELECTRONIC: Hearing on Asset Sale Adjourned to March 19
BIOLASE INC: Falls Short of Nasdaq's Minimum Bid Price Requirement
BIRD GLOBAL: Shumaker Loop Files Rule 2019 Statement
BODY SHOP: Canadian Unit Commences Restructuring Proceedings
BOWFLEX INC: Files Chapter 11 to Facilitate Sale
BOWFLEX INC: NYSE to Delist Shares Following Chapter 11 Filing
BROOKDALE SENIOR: Reports $189.1 Million Net Loss in FY 2023
CALIFORNIA WINE: Plan Exclusivity Period Extended to March 18
CAMBER ENERGY: Antilles Family Office Ceases Ownership of Shares
CAN B CORP: Gets Patents Covering Liquid Formulations of Cannabis
CAREISMATIC: Moody's Rates New $125MM Secured DIP Term Loan 'Ba3'
CD&R HYDRA: Moody's Rates New $1.6BB First Lien Term Loan 'B3'
CHARGE ENTERPRISES: Case Summary & 10 Unsecured Creditors
CHENIERE ENERGY: Reports $12.06 Billion Net Income in FY 2023
CHESTER T. MACK: Rental Income to Fund Plan Payments
CHRISTMAS BY KREBS: SSG Served as Investment Banker in Asset Sale
CINEMARK HOLDINGS: Swings to $191.5 Million Net Income in FY 2023
COMMUNITY HEALTH: Board OKs Compensation Arrangements for 2024
COMMUNITY HEALTH: Reports $133M Net Loss for Period Ended Dec. 31
CORLEY NISSAN: Property Sale Proceeds to Fund Plan
CYPRESS CREEK: Plan Confirmed; Bankruptcy Case to Close
DESERT VALLEY: Seeks to Hire AZ Home Pros as Property Manager
DIGITAL ALLY: Unit Acquires Country Stampede Music Festival
DIOCESE OF ROCHESTER: Woods Oviatt Represents Parishes
DIOCESE OF ROCKVILLE: May 9, 2024 Plan Confirmation Hearing Set
DITECH HOLDINGS: $30,000 Hinkle Claim Disallowed
DON CHENTE: Seeks to Extend Plan Exclusivity to March 29
DOUGHP INC: Edward Burr Named Subchapter V Trustee
EKSO BIONICS: WithumSmith+Brown PC Raises Going Concern Doubt
EL PESCADOR: Seeks to Extend Plan Exclusivity to March 29
ENVIVA INC: Errors Found in Previously Filed Quarterly Reports
ENVIVA INC: Obtains Forbearance Extension Until March 11
EQM MIDSTREAM: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
EVANGELICAL RETIREMENT: Files Amended Plan; Plan Hearing April 30
EVERI HOLDINGS: Moody's Puts 'B1' CFR on Review for Upgrade
EVOKE PHARMA: Altium Entities Report 9.7% Equity Stake
FRANCISCAN FRIARS: Committee Taps Keller Benvenutti Kim as Counsel
FRANCISCAN FRIARS: Committee Taps Lowenstein Sandler as Counsel
FRANKLIN ENERGY: Moody's Raises CFR to 'B3', Outlook Stable
GAINS CAPITAL: Claims Will be Paid from Property Sale Proceeds
GALLERIA PAIN: Hires Goldstein & McClintock as Bankruptcy Counsel
GAUCHO GROUP: Sues 3i LP, Two Others Over Securities Violation
GEORGINA FALU: Unsecureds Will Get 100% of Claims in Plan
GODADDY OPERATING: Moody's Affirms 'Ba2' CFR, Outlook Stable
HAWAIIAN HOLDINGS: Stockholders OK'd Alaska Air Merger
HAYWARD INDUSTRIES: Moody's Affirms 'B1' CFR, Outlook Stable
HELIUS MEDICAL: Gets HCPCS Codes for PoNS Mouthpiece and Controller
HILLMAN GROUP: Moody's Affirms 'B1' CFR & Alters Outlook to Stable
HORNBLOWER HOLDINGS: U.S. Trustee Appoints Creditors' Committee
INNOVATE CORP: Approves Pricing for Rights Offering
INNOVATE CORP: Incurs $38.9 Million Net Loss in 2023
INSPIREMD INC: Incurs $19.9 Million Net Loss in 2023
IQ DENTAL: Unsecured Creditors to Split $2.1M over 7 Years
JJ ARCH LLC: Case Summary & Six Unsecured Creditors
JM4 TACTICAL: Brad Odell of Mullin Named Subchapter V Trustee
JOHNSTON RHODES: Case Summary & 20 Top Unsecured Creditors
KP2 LLC: Case Summary & Eight Unsecured Creditors
KUEHG CORP: Moody's Affirms 'B3' CFR, Outlook Remains Stable
LEGAL RECOVERY: Gina Klump Named Subchapter V Trustee
LHS BORROWER: Moody's Lowers CFR to B3 & Alters Outlook to Stable
LSS TRUCKING: Katharine Battaia Clark Named Subchapter V Trustee
MADERA COMMUNITY: Fine-Tunes Plan; Confirmation Hearing April 16
MARINUS PHARMACEUTICALS: Ernst & Young Raises Going Concern Doubt
MARYLAND ECONOMIC: Moody's Alters Outlook on 2016 Bonds to Positive
MINIM INC: D. Lazar Gets $406,000 Base Salary Under Employment Deal
MOLEKULE GROUP: Seeks to Tap Scott N. Brown as Plan Administrator
MT. CHARLESTON: Jeanette McPherson Named Subchapter V Trustee
MULLEN AUTOMOTIVE: Two Proposals Passed at Annual Meeting
NATIONAL SOLAR: Matthew Brash Named Subchapter V Trustee
NATIONAL TECHMARK: Kathleen DiSanto Named Subchapter V Trustee
NEKTAR THERAPEUTICS: Incurs $276.1 Million Net Loss in 2023
NEKTAR THERAPEUTICS: Posts $42.1 Million Net Loss in Fourth Quarter
NEUEHEALTH INC: Posts $460.6 Million Net Loss in Fourth Quarter
NEWSOME TRUCKING: Court OKs $1MM DIP Loan from Commercial Funding
NIC ACQUISITION: Moody's Rates New $130MM First Lien Loan 'Caa2'
NOGIN INC: Court OKs Sale of Assets to Liquid Asset Partners
NORTHWEST BIOTHERAPEUTICS: Cherry Bekaert Raises Concern Doubt
NY COMMUNITY CAPITAL: Moody's Cuts Pref. Stock Rating to Caa1(hyb)
OIL STATES: Reports $6M Net Income for Quarter Ended Dec. 31
OMNIQ CORP: To Supply Fintech Solution to Israeli Burger Chain
OUTFRONT MEDIA: Swings to $430.4 Million Net Loss in FY 2023
OUTFRONT MEDIA: Verde Investments, Two Others Report Stakes
PENNSYLVANIA REAL ESTATE: Amends Restructuring Support Agreement
PENNSYLVANIA REAL ESTATE: Subsidiaries Amend Promissory Notes
POLISHED.COM INC: NYSE to Commence Delisting Proceedings
PRESTO AUTOMATION: Registers 2M More Shares Under Incentive Plan
QUARTZ ACQUIRECO: Moody's Alters Outlook on 'B1' CFR to Negative
QUARTZ HOLDING: Moody's Affirms 'B3' CFR, Outlook Stable
RADIATE HOLDCO: Moody's Cuts CFR to Caa2, Outlook Remains Negative
RITE AID: Enters Into Agreement to Sell Health Dialog Business
ROBERTSHAW US: Seeks to Hire Ordinary Course Professionals
RUDGEAR LLC: Voluntary Chapter 11 Case Summary
SEMILEDS CORP: Trung Doan Has 17.89% Stake as of Feb. 9
SERES THERAPEUTICS: PricewaterhouseCoopers Raises Concern Doubt
SHELTERING ARMS: Case Summary & 20 Largest Unsecured Creditors
SILVER LAKE GOLF: Case Summary & 11 Unsecured Creditors
SOUTH BROADWAY: Taps Zaleski Properties as Property Manager
STATION CASINOS: Moody's Assigns Ba2 Rating to New Secured Loans
SUNPOWER CORP: Tom Werner, Emmanuel Barrois Named New Directors
TRINITY PLACE: Completes Recapitalization Transactions
TRINITY PLACE: TPHS Lender, Two Others Report 40.6% Equity Stake
UPHEALTH INC: CEO Martin Beck Granted 1.3M Stock Option
VALLEY PORK: Sells Interest in Applewood to Winning Bidder
VENUS CONCEPT: Madryn Entities Report Equity Stakes
VM CONSOLIDATED: Moody's Hikes CFR to Ba3 & Unsecured Notes to B2
VOA INC: Seeks to Extend Plan Exclusivity to March 29
WORKINGLIVE TECHNOLOGIES: Taps Shraiberg Page as Legal Counsel
WORKINGLIVE TECHNOLOGIES: Tarek Kiem Named Subchapter V Trustee
XEROX HOLDINGS: Moody's Cuts CFR to 'Ba3', Outlook Negative
XEROX HOLDINGS: Moody's Rates New Unsecured Convertible Notes 'B1'
ZIGI USA: Committee Hires Archer & Greiner as Bankruptcy Counsel
ZYMERGEN INC: Plan Exclusivity Period Extended to April 30
[*] Clifford Chance Expands Global Restructuring & Insolvency Team
[^] BOOK REVIEW: PANIC ON WALL STREET
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111 RONALD ROAD: Seeks to Hire James A. Graham as Attorney
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111 Ronald Road IL, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ The Law
Office of James A. Graham, LLC as its attorneys.
The firm will render these services:
(a) take necessary action to protect and preserve the Debtor's
estate, including the prosecution of actions on behalf of the
Debtor and the defense of any actions commenced against the
Debtor;
(b) prepare, present and respond to, on behalf of the Debtor,
necessary applications, motions, answers, orders, reports and other
legal papers in connection with the administration of its estate;
(c) negotiate and prepare, on the Debtor's behalf, plan(s) of
reorganization, disclosure statement(s), and all related agreements
and/or documents, and take any necessary action on behalf of the
Debtor to obtain confirmation of such plan(s);
(d) attend meetings and negotiations with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of the case;
(e) perform any other legal services for the Debtor in
connection with this chapter 11 case, except those requiring
specialized expertise or for other reasons, for which special
counsel will be retained.
The firm will charge the Debtor for its legal services on flat fee
basis in accordance with its ordinary and customary rates.
James Graham, Esq., a partner at the Law Office of James A. Graham,
LLC, disclosed in a court filing that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James A. Graham, Esq.
LAW OFFICE OF JAMES A. GRAHAM, LLC
701 Loyola Avenue, Suite 403
New Orleans, LA 70113
Telephone: (504) 777-3625
Email: jgraham@jamesgrahamlaw.com
About 111 Ronald Road IL, LLC
111 Ronald Road IL, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00076) on
January 4, 2024, listing $100,001 to $500,000 in both assets and
liabilities. James Graham, Jr., Esq. at The Law Office Of James A
Graham LLC represents the Debtor as counsel.
818 REAL ROAD: Seeks to Hire Raymond H. Aver as Bankruptcy Counsel
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818 Real Road Partners, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Office of Raymond H. Aver as counsel.
The firm will provide these services:
a. represent the Debtor at its Initial Debtor Interview;
b. represent the Debtor at its meeting of creditors pursuant
to Bankruptcy Code Section 314(a), or any continuance thereof;
c. represent the Debtor at all hearings before the United
State Bankruptcy Court involving Applicant as debtor in possession
all necessary applications, motions, orders, and other legal
papers;
d. prepare on behalf of the Debtor, as debtor in possession
all necessary applications, motions, orders, and other legal
papers;
e. advise the Debtor regarding matters of bankruptcy law,
including Applicant's rights and remedies with respect to
Applicant's assets and the claims of its creditors;
f. represent the Debtor with regard to all contested matters;
g. represent the Debtor with regard to the preparation of a
disclosure statement and the negotiation, preparation, and
implementation of a plan of reorganization;
h. analyze any secured, priority, or general unsecured claims
that had been filed in Applicant's bankruptcy case;
i. negotiate with the Debtor's secured and unsecured creditors
regarding the amount and payment of their claims;
j. object to claims as may be appropriate; and
k. perform other legal services.
Raymond H. Aver, Esq., the firm's attorney will be paid at the rate
of $595 per hour.
The firm will be paid a retainer in the amount of $35,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Raymond H. Aver, Esq. a partner at Law Office of Raymond H. Aver,
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:
Raymond H. Aver, Esq.
Law Office of Raymond H. Aver
10801 National Blvd, Suite 100
Los Angeles, CA 90064
Tel: (310) 571-3511
Fax: (310) 473-3512
Email: ray@averlaw.com
About 818 Real Road Partners
818 Real Road Partners, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10334) on
January 18, 2024, with $1 million to $10 million in both assets and
liabilities.
Judge Julia W. Brand oversees the case.
Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver
represents the Debtor as bankruptcy counsel.
8515 RIVER ROAD: Seeks to Extend Plan Exclusivity to May 6
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8515 River Road PS LLC, a Series of RRED HC, LLC and affiliates
asked the U.S. Bankruptcy Court for the Western District of Texas
to extend their exclusivity periods to file a plan of
reorganization and obtain acceptance thereof to May 16 and August
6, 2024, respectively.
The Debtors claim that exclusivity for all the cases ends on March
5, 2024. Debtors have employed a realtor to market all the Debtors'
real estate, and it is very unlikely a buyer will be located and
diligence closed prior to March 5, 2024. Therefore, Debtors are
requesting the Court extend their exclusivity period to May 6,
2024, to allow marketing of the property to continue.
Additionally, as a single asset bankruptcy case, 200 Hueco Springs
Loop PS LLC, is subject to the 90-day plan filing requirement of
Section 362(d)3 of the Bankruptcy Code. Hence 200 Hueco is required
to file its plan no later than February 4, 2024, or initiate
regular interest payments in order to maintain the automatic stay
unless the 90-day deadline provided for in Section 362(d)3 of the
Bankruptcy Code is extended for cause.
The Debtors assert that 200 Hueco's sole current use is as an
overflow parking area for 1290 River Road PS LLC and it would not
be in the best interest of 200 Hueco or 1290 River Road to file a
plan independent of 1290 River Road. Hence, Debtor is requesting
the court extend the deadline for 200 Hueco to file its plan until
May 6, 2024, before it is subject to the provisions of Section
362(d)3 of the Bankruptcy Code.
Attorney for the Debtors:
Ronald J. Smeberg, Esq.
The Smeberg Law Firm, PLLC
4 Imperial Oaks
San Antonio, TX 78248
Telephone: (210) 695-6684
Facsimile: (210) 598-7357
Email: ron@smeberg.com
About 8515 River Road PS LLC,
a Series of RRED HC, LLC
8515 River Road PS LLC, a Series of RRED HC, LLC in New Braunfels,
TX, filed its voluntary petition for Chapter 11 protection (Bankr.
W.D. Tex. Case No. 23-51538) on November 6, 2023, listing as much
as $1 million to $10 million in both assets and liabilities. Robert
Kane as manager, signed the petition.
Judge Michael M. Parker oversees the case.
THE SMEBERG LAW FIRM serve as the Debtor's legal counsel.
ALECTO HEALTHCARE: Taps Brattle Group as Litigation Consultant
--------------------------------------------------------------
Alecto Healthcare Services, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire The Brattle
Group, Inc. as its litigation consultant.
The firm will render these services:
a. perform due diligence and analysis regarding the national
market-rate compensation for executives and officers in comparable
positions, estimating appropriate compensation for hospital
executives, preparing and evaluating reports and testimony provided
by the Debtor, and providing such other consulting services as may
be requested by the Debtor;
b. assist and advise the Debtor in preparation of confirmation
of their plan of reorganization and responses to related
objections;
c. assist and advise the Debtor in their analysis and
preparation of confirmation of their plan of reorganization, and
other reports or analyses, in order to assist the Debtor in their
assessment of the plan of reorganization and potential objections,
the reasonableness of projections and underlying assumptions, and
the viability of the confirmation strategy pursued by the Debtor or
other parties in interest;
d. assist and advise the Debtor in their analysis of proposed
transactions or other actions for which the Debtor or other parties
in interest seek Court approval including, but not limited to,
confirmation of the Debtor’s plan of reorganization and related
objections;
e. attend and participate at meetings/calls with the Debtor
and their counsel and representatives of any creditors, the Office
of the United States Trustee and other parties; and
f. assist and advise the Debtor in such other services,
including but not limited to, other bankruptcy, reorganization and
related litigation support efforts, or other specialized services
as may be requested by the Debtor.
The firm will be paid at these rates:
Principal $1,000 to $1,350 per hour
Sr. Consultants $800 to $1,100 per hour
Sr. Associates $800 to $900 per hour
Associates $600 to $720 per hour
Research Analysts &
Sr. Research Analysts $400 to $520 per hour
As disclosed in the court filings, Brattle is a "disinterested
person," as defined in section 101(14) of the Bankruptcy Code and
as required by section 327(a) of the Bankruptcy Code.
The firm can be reached through:
David W. Prager
THE BRATTLE GROUP, INC.
7 Times Square, Suite 1700
New York, NY 10036
Tel: (212) 789-3650
Fax: (212) 658-9556
About Alecto Healthcare Services
Alecto Healthcare Services, LLC, is a provider of healthcare
infrastructure services based in Glendale Calif.
Alecto Healthcare Services filed a Chapter 11 petition (Bankr. D.
Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10
million in assets and $50 million to $100 million in liabilities.
Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been
appointed as Subchapter V trustee.
Judge J. Kate Stickles oversees the case.
Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris
James, LLP are the Debtor's bankruptcy attorneys.
ALIGNED DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Aligned Development LLC
4108 Chariot Way
Upper Marlboro, MD 20772
Business Description: Aligned Development is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-11929
Debtor's Counsel: Richard S. Basile, Esq.
THE LAW OFFICE OF RICHARD BASILE
6305 Ivy Lane, Suite 510
Greenbelt, MD 20770
Tel: (301) 441-4900
Email: REARSB@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alexander Lyles as managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UBRHUOA/Algined_Development_LLC__mdbke-24-11929__0001.0.pdf?mcid=tGE4TAMA
APPLIED SYSTEMS: Hires Keen-Summit Capital as Real Estate Advisor
-----------------------------------------------------------------
Applied Systems Marketing, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Keen-Summit Capital Partners LLC as its real estate advisor.
The firm will conclude and settle the sale of the Debtor's real
property located at 41-49 Forest Avenue, Glen Cove, New York
11542.
Keen-Summit is requesting a commission in the amount of 4 percent
of the total sale price, plus expenses.
Keen-Summit is a disinterested party, as such term is defined in
Section 101(14) of the Code, according to court filings.
The advisor can be reached through:
Harold Bordwin
KEEN-SUMMIT CAPITAL PARTNERS LLC
1 Huntington Quadrangle, Suite 2C04
Melville, New York 11747
Tel: (646) 381-9201
Email: hbordwin@keen-summit.com
About Applied Systems Marketing, LLC
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.
Applied Systems Marketing L.L.C. in Glen Cove, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 24-70422) on February 1, 2024, listing $8,762,520 in assets and
$7,783,424 in liabilities. James R. Fitzgerald as chief executive
officer, signed the petition.
Judge Louis A Scarcella oversees the case.
CERTILMAN BALIN ADLER & HYMAN, LLP serve as the Debtor's legal
counsel.
APPLOVIN CORP: Moody's Rates Repriced Loan Facilities 'Ba3'
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MOODY'S Ratings assigned Ba3 ratings to AppLovin Corporation's
repriced $1.474 billion outstanding senior secured first-lien term
loan maturing October 2028 (the "new 2028 Term Loan"), $1.493
billion outstanding senior secured first-lien term loan maturing
August 2030 (the "new 2030 Term Loan", together with the new 2028
Term Loan, collectively the "new 2028 and 2030 Term Loans") and
$600 million add-on to the new 2030 Term Loan. AppLovin's Ba3
Corporate Family Rating, Ba3 rating on the existing $610 million
senior secured first-lien revolving credit facility (RCF) due June
2028 and stable outlook remain unchanged.
Net proceeds from the fungible add-on plus cash-on-hand will be
used to repay all borrowings on the RCF, which is currently fully
utilized following AppLovin's drawdown of the entire $419 million
available capacity in February to help fund $570 million in common
share repurchases. Approximately $680 million remains available
under the $1.25 billion share buyback program. The term loan add-on
will be issued by the same borrower, secured by the same collateral
package, guaranteed by the same guarantors, and contain the same
terms and conditions as the new 2030 Term Loan. In conjunction with
this transaction, AppLovin will reprice the old 2028 Term Loan and
old 2030 Term Loan (collectively the "old 2028 and 2030 Term
Loans"). The new 2028 and 2030 Term Loans will bear different
CUSIPS than the old 2028 and 2030 Term Loans. Upon transaction
closing, Moody's will withdraw the Ba3 ratings on the old 2028 and
2030 Term Loans. 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.
RATINGS RATIONALE
Moody's views the refinancing as credit neutral given that
AppLovin's pro forma financial leverage remains the same at 3.3x, a
modest increase from 2.9x at December 31, 2023 (metrics are Moody's
adjusted).
AppLovin's Ba3 CFR reflects the company's scale as one of the
largest mobile marketing platforms with an improving business mix
and diversification across gaming and other industry sectors.
AppLovin's higher margin Software Platform now contributes a larger
share of total revenue (56%) and EBITDA (85%) with roughly 70%
EBITDA margins (segment adjusted). Moody's continues to forecast
favorable growth trends for the in-game advertising market, which
is likely to grow at least 10% annually over the next four years.
Moody's expects the company to grow faster than the market as
advertisers diversify their digital presence away from the Big Tech
walled garden publishers to performance-based marketers with robust
mobile marketing, measurement and user-analysis technologies.
Moody's expects AppLovin's margins to continue to expand over the
medium-term as a result of portfolio optimization and investments
in talent and technology.
The Ba3 CFR is constrained by the company's increased exposure to
highly cyclical advertising spend now that the Software Platform
contributes the lion's share of revenue and profitability, and
relies on mobile app advertisers who use the platform to grow and
monetize their apps. Following the slowdown in mobile in-game
advertising in H2 2022 and H1 2023, which impacted AppLovin's
performance following the 2022 MoPub (debt-funded) and Wurl (cash
and stock funded) acquisitions, revenue accelerated 28% in H2 2023
as marketing spend recovered led by digital media formats.
Liquidity is expected to remain very good with solid cash balances
and strong free cash flow (FCF) generation due to AppLovin's high
margins and relatively modest capital expenditures. Given Moody's
expectation for continued EBITDA growth and robust FCF, AppLovin
has the propensity to de-lever further. However, incremental debt
could be allocated to share repurchases and/or M&A over the
near-to-medium term. Despite this, Moody's forecasts that leverage
will remain in the 3x-4x range (Moody's adjusted).
The stable outlook reflects Moody's expectation for top-line
revenue growth with Moody's adjusted EBITDA margins in the 30%-37%
range. The recent improvement in profit margins reflects robust
mobile app advertiser spending growth and greater EBITDA
contribution from AppLovin's Software Platform. In addition, the
company, has successfully optimized the Apps portfolio by
intentionally reducing its studio footprint for a more focused
investment strategy. Moody's expects FCF to total debt in the
25%-30% range as profitability continues to expand (metrics are
Moody's adjusted).
Over the next 12-18 months, Moody's expects AppLovin will maintain
very good liquidity as indicated by the SGL-1 Speculative Grade
Liquidity rating supported by solid cash balances and strong FCF.
At December 31, 2023, cash-on-hand totaled approximately $502
million. Following repayment of revolver borrowings with cash and
proceeds from the pending $600 million add-on, the $610 million RCF
will be fully available. The company has a multi-year track record
for maintaining cash balances of at least $200 million with good
revolver availability, modest capital expenditures and working
capital, and FCF to total debt at least in the mid-teens percentage
range. Moody's expects that AppLovin will generate at least $1
billion of FCF in FY 2024. The bulk of last year's $1 billion of
FCF was allocated to help repurchase around $1.154 billion of
common stock, a more than threefold increase compared to $339
million in FY 2022. Moody's expects that share buybacks will
continue.
ESG CONSIDERATIONS
AppLovin's ESG credit impact score is CIS-3, chiefly driven by
governance risks associated with controlled ownership of the
company and increasing share repurchases. This is somewhat
mitigated by the composition of the board, which is has a majority
of independent directors, and Moody's expectation that AppLovin
will continue to maintain a disciplined financial policy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if revenue and profit growth lead to
adjusted total debt to EBITDA sustained comfortably below 3x and
AppLovin demonstrates a commitment to conservative financial
policies aided by continued reduction in KKR ownership. The company
would also need to maintain very good liquidity with growing cash
balances, good conversion of EBITDA to FCF and FCF to total debt
consistently above 15% (all metrics are Moody's adjusted).
Ratings could be downgraded if Moody's expects AppLovin's adjusted
total debt to EBITDA will be sustained above 4x (Moody's adjusted)
due to underperformance or cash distributions, share buybacks,
acquisitions or partnerships funded with debt. Ratings could also
be downgraded if organic revenue growth slows consistently below
the mid-single digit percentage range reflecting underperformance
related to execution or competitive pressures. Downward pressure on
ratings could also occur if liquidity deteriorates as evidenced by
reduced cash balances or revolver availability; adjusted FCF to
total debt declines to the mid-single digit percentage range; or
Moody's expects more aggressive financial policies that would
result in higher financial leverage, cash distributions, share
buybacks and/or weakened adjusted FCF.
With headquarters in Palo Alto, CA, AppLovin Corporation provides a
software platform for mobile app developers to improve app
marketing and monetization. Founded in 2011, the company also owns
and operates a portfolio of free-to-play mobile games that it
develops through its own or partner studios. AppLovin is publicly
traded controlled company with two company executives and KKR
Denali Holdings, L.P. holding 84% voting control. Revenue in FY
2023 totaled approximately $3.3 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
BAUSCH HEALTH: Reports $611 Million Net Loss in FY Ended Dec. 31
----------------------------------------------------------------
Bausch Health Companies Inc. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $611 million on $8.76 billion of total revenues for the
year ended December 31, 2023, compared to a net loss of $212
million on $8.12 billion of total revenues for the year ended
December 31, 2022.
As of December 31, 2023, the Company had $27.35 billion in total
assets, $27.43 billion in total liabilities, and $82 million in
total deficit.
"I am pleased that we delivered against the financial guidance we
established at the beginning of 2023. During the year, we made
meaningful progress in driving performance across each of our
business segments, continued to focus on our balance sheet and
liquidity, and made significant progress on our key R&D
initiatives, all helping to position the Company for continued
growth and performance. We are excited about the positive momentum
in our business as we enter 2024 and will continue to prioritize
advancing our pipeline, investing in initiatives to continue to
drive growth, and positioning the Company for long-term success,"
said Thomas J. Appio, Chief Executive Officer, Bausch Health.
A full-text copy of the Company's Form 10-K is available a
https://tinyurl.com/rc2wcj97
About Bausch Health Companies Inc.
Bausch Health Companies Inc. develops drugs for unmet medical needs
in central nervous system disorders, eye health and
gastrointestinal diseases, as well as contact lenses, intraocular
lenses, ophthalmic surgical equipment, and aesthetic devices.
In March 2023, S&P Global Ratings raised the issuer credit rating
on Bausch Health Cos. Inc. to 'CCC' from 'SD'. "The 'CCC' issuer
credit rating reflects the risk that the company will continue to
pursue subpar debt repurchases that we view as tantamount to a
default over the next 12 months," the ratings firm explained. "We
would likely view the repurchases as distressed exchanges as we no
longer believe BHC would be viewed as an anonymous buyer, given its
accumulated open market purchases to date. We see heightened risk
that BHC will complete more below par debt repurchases over the
next 12 months, given the price at which the longer dated unsecured
notes continue to trade (between 40 to 50 cents on the dollar). We
believe it is likely that BHC will look to capture this significant
discount as it generates cash to reduce its upcoming large
maturities."
S&P said its negative outlook reflects the heightened risk that BHC
could complete more distressed exchanges over the next 12 months.
S&P said, "We continue to believe the capital structure could be
unsustainable longer term. Our base-case scenario still assumes
Norwich Pharmaceuticals will launch its generic version of Xifaxan
at-risk as early as mid-2024, causing a material decline in
revenues and EBITDA. We do not believe there are sufficient
candidates in the development pipeline to cover lost sales of
Xifaxan. BHC also appears committed to completing the B+L spin off
as soon as possible, which we view as a credit negative for BHC
given our expectation for an increase in leverage and reduction in
scale and diversity pro forma the separation. We believe BHC could
have trouble refinancing its still sizeable debt maturities as they
come due in 2025 and beyond, especially if the spinoff is
completed."
BAYER & SONZ: Jennifer Schank Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 11 appointed Jennifer Schank of Fuhrman
& Dodge, S.C. as Subchapter V trustee for Bayer & Sonz, LLC.
Ms. Schank will be paid an hourly fee of $325 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Schank declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jennifer M. Schank
Fuhrman & Dodge, S.C.
6405 Century Avenue, Ste. 101
Middleton, WI 53562
Phone: (608) 327-4200
Fax: (608) 841-1502
Email: jschank@fuhrmandodge.com
About Bayer & Sonz
Bayer & Sonz, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-20710) on February
18, 2024, with $1 million to $10 million in both assets and
liabilities. Matthew Bayer, managing member, signed the petition.
Michelle A. Angell, Esq., at Miller & Miller Law, LLC represents
the Debtor as bankruptcy counsel.
BELA FLOR: Gets OK to Sell Harrisonville Assets to Winning Bidders
------------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Bela Flor
Nurseries, Inc. and its affiliates to sell their assets to the
winning bidders.
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas approved the sale of the assets to Dan & Jerry's
Holding of Missouri, LLC and its subsidiary, Harrisonville
Greenhouse, LLC, whose $5.2 million offer was selected as the
winning bid at the Jan. 24 auction.
The assets include personal property, inventory and other assets
used to operate Bela Flor's wholesale greenhouse business in
Harrisonville, Mo.; and real properties owned by the company's
affiliates, MFAF Holdings and SMB Holdings.
Under the deal, Dan & Jerry's agreed to pay MFAF Holdings and SMB
Holdings $4.4 million and $588,340, respectively.
Meanwhile, Bela Flor will receive from Harrisonville Greenhouse the
sum of $199,337.09 for the assets, other than the inventory, in
immediately available funds at closing. The company will receive
separate payment for the inventory after issues concerning the
handling of the inventory are resolved.
Buffey Klein, Esq., the companies' attorney, said the sale
agreement "constitutes the highest and best offer" for the assets.
"The [sale agreement] will provide a greater recovery for the
estates than would be provided by any other available alternative,"
Ms. Klein said in court papers.
About Bela Flor Nurseries
Bela Flor Nurseries, Inc. operates in the horticulture and retail
gardening industry. The company currently grows from seed and
cutting annual flowers, vegetables, bulbs, and floral items for
wholesalers, landscapers and retailers.
Bela Flor and several affiliates filed Chapter 11 petitions (Bankr.
N.D. Texas Lead Case No. 23-42469) on Aug. 22, 2023. In the
petition signed by its chief restructuring officer, Mark Shapiro,
Bela Flor reported $10 million to $50 million in both assets and
liabilities.
Bela Flor is the operating company and SMB Holdings, LLC is the
primary real estate holding company. MFAF Holdings, LLC and CHIC
Holdings, LLC are wholly owned subsidiaries of SMB Holdings. SMB
Holdings owns several greenhouses in Austin, Texas, Carthage, Mo.,
and Jasper, Mo.; small lots in Henderson, Texas; and two corporate
houses in Harrisonville, Mo. MFAF Holdings holds two parcels of
land in Harrisonville while CHIC Holdings holds parcels of land in
Henderson. On the real property, the Debtors own and operate
several nurseries.
Judge Mark X. Mullin oversees the cases.
The Debtors tapped Husch Blackwell, LLP as bankruptcy counsel;
Truenorth Capital Partners, LLC as financial advisor and investment
banker; and B. Riley Advisory Services as restructuring advisor.
Mark Shapiro of B. Riley serves as chief restructuring officer.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Kilpatrick Townsend & Stockton, LLP.
BELLRING BRANDS: Moody's Alters Outlook on 'B1' CFR to Positive
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of BellRing Brands,
Inc. including the company's B1 Corporate Family Rating, B1-PD
Probability of Default Rating, and B2 rating on the senior
unsecured notes. The senior secured revolving credit facility is
not rated. The SGL-1 Speculative Grade Liquidity Rating is
unchanged. Moody's also changed the rating outlook to positive from
stable.
The outlook revision to positive from stable reflects BellRing's
solid financial performance with good earnings growth and repayment
of revolving credit facility debt allowing it to reduce Debt/EBITDA
leverage (on a Moody's adjusted basis) to 2.5x for the last twelve
month (LTM) period ended December 31, 2023 compared to 3.4x at the
end of December 2022. Moody's expects earnings growth to support
further deleveraging to approximately 2x over the next 12-18
months, absent M&A or large shareholder returns. Strong financial
metrics with an improving business profile could lead to upward
rating momentum. Nevertheless, business concentration risks remain
high, including high product and brand concentration in BellRing's
narrow protein shake and powder product lines, a concentrated
channel mix, and improving but still concentrated supply chain.
Additionally, Moody's believes that there is acquisition event risk
should the company shift to a more acquisitive stance once capacity
constraints ease towards the end of fiscal 2024. While acquisitions
could improve business and earnings diversity, they would also
likely increase debt and leverage.
RATINGS RATIONALE
BellRing's B1 CFR reflects high concentrations in its narrow
protein shake and powder product lines, customer base, and supply
chain. Specifically, Premier Protein ready-to-drink ("RTD") shakes
generate roughly 80% of the company's sales; approximately 50% of
company sales are generated through club channels; and production
is highly concentrated among a few contract manufacturers, although
manufacturing concentration will decline over the next few years as
additional capacity ramps up. The high product and customer
concentration creates potential earnings volatility given the
highly competitive market for shakes and powders. The competition
creates continual investment needs to sustain the good competitive
position. There is also acquisition event risk as the company has
indicated a willingness to increase financial leverage temporarily
up to 5.0x for an acquisition. The company's credit profile
benefits from favorable demand dynamics, reflecting growing
consumer demand for healthy, convenient, protein-enriched food and
beverages. The credit profile is also supported by BellRing's
attractive profit margins, improving scale with revenue of
approximately $1.7 billion, solid projected free cash flow, and
very good liquidity. Acquisitions could lead to periodic increases
in leverage as the company ultimately seeks to invest in growth and
diversify the product portfolio and geographic reach, but the free
cash flow provides the ability to reduce leverage following an
acquisition. Additionally, the company has a long term 3x net
leverage target (based on the company's calculation; 2.1x as of
December 2023), which creates some discipline around its capital
allocation strategy.
BellRing's SGL-1 Speculative Grade Liquidity rating reflects the
company's very good liquidity, including full availability under
its $250 million senior secured revolving credit facility and a
cash balance of $85 million as of December 31, 2023. Free cash flow
is projected to be nearly $200 million in fiscal 2024 and $250
million in fiscal 2025. Given limited prepayable debt in the
capital structure, free cash flow will likely be used to build
additional cash on the balance sheet or to repurchase outstanding
shares. The company does not pay a dividend. The forecast reflects
low annual capital expenditure requirements of less than $5 million
as the company primarily uses co-manufacturers for its products.
The forecast also reflects a modest increase in working capital as
the company aims to rebuild its inventory this year. The revolver
is governed by a total net debt-to-EBITDA leverage ratio covenant
not to exceed 6.00x. Moody's projects good covenant cushion over
the next year. The company has no material debt maturities until
the revolving credit facility expires in March 2027.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The positive outlook reflects Moody's view that BellRing will
continue to generate steady earnings growth and solid free cash
flow, and that its focus on operating execution with new capacity
coming online limits the potential for leveraging transactions such
as acquisitions this fiscal year. It also reflects that BellRing is
modestly improving its supply chain concentration by expanding its
co-manufacturer network. High customer concentration in club
channels also continues to improve slowly because of higher growth
in the food, drug, mass (FDM) and e-commerce channels.
A rating downgrade could occur if operating performance, free cash
flow, or liquidity deteriorate. A major supply disruption or loss
of or volume at a key customer could also result in a rating
downgrade. A downgrade could also occur if debt/ EBITDA is
sustained above 4.0x.
A rating upgrade could occur if BellRing is able to materially
diversify its product offerings, channel mix, geographic reach, and
supply chain. Steady organic growth with stable profitability is
also necessary for an upgrade. The company would also need to
sustain debt/EBITDA below 3.0x and free cash flow-to-debt above
12.5% to be upgraded.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Based in St. Louis, Missouri, BellRing sells convenient nutrition
products such as ready-to-drink (RTD) protein shakes and protein
powders. Prior to the company's IPO in October 2019, BellRing was
reported as the Active Nutrition segment under Post Holdings.
Following the IPO, Post retained a majority ownership interest in
BellRing. Post exited from its remaining ownership position in
BellRing through a series of transactions in 2022, and as of
December 31, 2022 Post had no ownership of BellRing common stock.
The company's primary brands are Premier Protein and Dymatize.
Revenue for the LTM period ended December 31, 2023 was $1.7
billion.
BETTER DAY: Seeks to Hire Agentis PLLC as Bankruptcy Counsel
------------------------------------------------------------
A Better Day Therapy, Learning Center, Inc., and New Way Day
Services, Inc. seek approval from the U.S. Bankruptcy Court for the
Southern District of Florida to employ as its general bankruptcy
counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties as
debtor-in possession and the continued management of its affairs;
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 interests of the Debtor and the estate in all
matters pending before the Court; and
e. represent the Debtor in negotiations with its creditors in
the preparation of a plan.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $365 - $665
Paralegals $120 - $250
Jacqueline Calderin, Esq., a shareholder of Agentis, 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:
Jacqueline Calderin, Esq.
AGENTIS PLLC
55 Alhambra Plaza, Suite 800
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
About A Better Day Therapy, Learning Center, Inc.
A Better Day Therapy, Learning Center, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-11691-LMI) on February 22, 2024. In the petition signed by Pedro
Curbelo, chief executive officer, the Debtor disclosed up to
$50,000 in both assets and liabilities.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
BILLING ELECTRONIC: Hearing on Asset Sale Adjourned to March 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
adjourned the hearing on the proposed sale of Billing, Electronic
Systems Technology, Inc.'s assets to March 19.
The company is selling most of its assets to Prestige Medical
Billing Systems, Inc. for $11,000.
The assets include office equipment, furniture, software and other
items used by the company to operate its business.
Excluded from the sale is the company's leasehold interest in real
estate located at 11 Everett Road, Albany, N.Y.
"[Billing] strongly believes that the sale provides the most
effective, efficient and time-sensitive approach to realizing
proceeds," Peter Pastore, Esq., the company's attorney, said in a
motion filed in court.
About Billing, Electronic Systems Technology
Billing, Electronic Systems Technology, Inc. is a billing company
for medical services based in Albany, N.Y.
The Debtor filed Chapter 11 petition (Bankr. N.D. N.Y. Case No.
23-10977) on Sept. 22, 2023, with up to $100,000 in assets and up
to $10 million in liabilities. Mary Ann Fuina, president, signed
the petition.
Judge Robert E Littlefield, Jr. oversees the case.
Peter A. Pastore, Esq., at O'Connell and Aronowitz PC, represents
the Debtor as legal counsel.
BIOLASE INC: Falls Short of Nasdaq's Minimum Bid Price Requirement
------------------------------------------------------------------
Biolase, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on March 4, 2024, it received a deficiency
letter from the Listing Qualifications Department of the Nasdaq
Stock Market notifying the Company that, for the last 30
consecutive business days, ending on March 1, 2024, the bid price
for the Company's common stock had closed below the minimum $1.00
per share requirement for continued inclusion on the Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq rules, the Company has been provided an
initial period of 180 calendar days, or until Sept. 3, 2024, to
regain compliance with the Bid Price Rule. Compliance is generally
achieved if, at any time before the Compliance Date, the bid price
for the Company's common stock closes at $1.00 or more for a
minimum of 10 consecutive business days. However, the Staff may,
in its discretion, require a Company to satisfy the applicable bid
price requirement for a period in excess of 10 consecutive business
days, but generally no more than 20 consecutive business days,
before determining that the Company has demonstrated an ability to
maintain long-term compliance. If the Company does not regain
compliance with the Bid Price Rule by the Compliance Date, the
Company may be eligible for an additional 180 calendar day
compliance period. To qualify, the Company would need to provide
written notice of its intention to cure the deficiency during the
additional compliance period, by effecting a reverse stock split,
if necessary, provided that it meets the continued listing
requirement for the market value of publicly held shares and all
other initial listing standards, with the exception of the bid
price requirement. If the Company does not regain compliance with
the Bid Price Rule by the Compliance Date and is not eligible for
an additional compliance period at that time, the Staff will
provide written notification to the Company that its common stock
may be delisted. At that time, the Company may appeal the Staff's
delisting determination to a NASDAQ Listing Qualifications Panel.
The Company intends to monitor the closing bid price of its common
stock and may, if appropriate, consider available options to regain
compliance with the Bid Price Rule.
On Nov. 14, 2023, the Staff notified the Company that it did not
comply with the minimum $2.5 million stockholders' equity, $35
million market value of listed securities, or $500,000 of net
income from continuing operations requirements for The Nasdaq
Capital Market set forth in Listing Rules 5550(b)(1), 5550(b)(2),
or 5550(b)(3), respectively. On Feb. 13, 2024, the Staff notified
the Company that the Staff had determined to grant the Company an
extension of time to regain compliance with Rules 5550(b), provided
that the Company evidences compliance upon filing its periodic
report for the period ended March 31, 2024. On Feb. 16, 2024, the
Staff notified the Company that it had determined that the Company
complies with the Listing Rule 5550(b)(1). However, if the Company
fails to evidence compliance upon filing its next periodic report
it may be subject to delisting. At that time, Staff will provide
written notification to the Company, which may then appeal Staff's
determination to a Hearings Panel.
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine. BIOLASE's products advance the
practice of dentistry and medicine for patients and healthcare
professionals. BIOLASE's proprietary laser products incorporate
approximately 259 actively patented and 24 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2023, the Company had $38.74
million in total assets, $32.86 million in total liabilities, $5.55
million in total mezzanine equity, and $332,000 in total
stockholders' equity. The Company had cash and cash equivalents of
approximately $7.8 million on Sept. 30, 2023.
Costa Mesa, California-based BDO USA, LLP, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated March 28, 2023, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended December 31,
2022. These factors, among others, raise substantial doubt about
its ability to continue as a going concern.
The Company incurred losses from operations and used cash in
operating activities for the three and nine months ended September
30, 2023, and for the years ended December 31, 2022, 2021, and
2020. The Company's recurring losses, level of cash used in
operations, and potential need for additional capital, along with
uncertainties surrounding its ability to raise additional capital,
raise substantial doubt about its ability to continue as a going
concern, according to the Company's Quarterly Report for the period
ended Sept. 30, 2023.
BIRD GLOBAL: Shumaker Loop Files Rule 2019 Statement
----------------------------------------------------
The law firm Shumaker, Loop & Kendrick, LLP filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases of Bird Global
Inc. and affiliates, the firm represents multiple creditors.
After the Petition Date, certain counterparties holding various
contracts and licenses with certain of the Debtors retained
Shumaker to represent their various interests in these Chapter 11
Cases.
Shumaker neither owns nor holds any claims against or any equity
interest in the Debtors.
The Creditors' addresses are:
1. City of Long Beach
411 W. Ocean Blvd., 9th Floor
Long Beach, CA 90802
2. City of Los Angeles
200 N. Main St., Suite 920
Los Angeles, CA 90012
3. City of San Diego
101 W. Broadway, Suite 810
San Diego, CA 92101-8229
4. City of San Jose
200 E. Clara St., 16th Floor
San Jose, CA 95113
5. City of Santa Monica
1685 Main St., Room 310
Santa Monica, CA 90401
Counsel for Cities of Long Beach, Los Angeles, San Diego, San Jose
and Santa Monica:
SHUMAKER, LOOP & KENDRICK, LLP
Steven M. Berman, Esq.
101 E. Kennedy Blvd., Ste. 2800
Tampa, Florida 33602
T: (813) 229-7600 | F: (813) 229-1660
Primary email: sberman@shumaker.com
Secondary email: choffman@shumaker.com
About Bird Global
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world.
Bird Global, Inc. and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 23-20514) on December 20, 2023. In the petition signed by
Christopher Rankin, chief restructuring officer, Bird Global
disclosed up to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtor as legal
counsel. Teneo Capital LLC is the Debtor's restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
BODY SHOP: Canadian Unit Commences Restructuring Proceedings
------------------------------------------------------------
The Body Shop Canada Limited, the Canadian subsidiary of the global
beauty brand with 105 stores across the country, on March 1
disclosed that it has commenced restructuring proceedings by filing
a Notice of Intention to Make a Proposal pursuant to the Bankruptcy
and Insolvency Act (Canada) (the "NOI").
Following the commencement of administration proceedings in the
United Kingdom by its parent company, The Body Shop Canada is
commencing this NOI process to obtain a stay of proceedings to
provide additional breathing room while it evaluates its strategic
alternatives and implements certain restructuring initiatives.
All of The Body Shop Canada's 105 store locations are currently
open for business, however online sales via Canada's ecommerce
store will stop and certain stores noted below will close in the
near term.
Store Closure Sales
As part of the NOI process, The Body Shop Canada is immediately
commencing liquidation sales at the following 33 closing stores:
Bayview Village Lawson Heights Rideau Centre (Ottawa) (Toronto)
(Saskatoon) Carlingwood Mall Lloyd Mall (Lloydminster) Semiahmoo
(White Rock) (Ottawa) Cataraqui Town Centre Londonderry Mall
Shoppers Mall (Brandon) (Kingston) (Edmonton) Champlain Place
(Dieppe) Lynden Park Mall Stone Road Mall (Guelph) (Brantford)
Corner Brook Plaza Mayflower Mall (Sydney) Sunridge Mall (Calgary)
(Corner Brook) Cornwall Centre (Regina) McAllister Place (Saint The
Centre (Saskatoon) John) Dufferin Mall (Toronto) Medicine Hat Mall
The Shops at Don Mills (Medicine Hat) (Toronto) Fairview Park Mall
Midtown Plaza (Saskatoon) Timmins Square (Timmins) (Kitchener)
Hillside Shopping Centre Park Place (Lethbridge) Toronto Pearson
Term. 1 (Victoria) (Toronto) Lambton Mall (Sarnia) Place d'Orleans
(Orleans) Truro Mall (Truro) Lansdowne Place Queen Street East
Village Green (Vernon) (Peterborough) (Toronto) Alvarez & Marsal
Canada Inc. was appointed as the Proposal Trustee. Additional
information related to the NOI proceedings are available here:
www.alvarezandmarsal.com/TheBodyShop.
The Body Shop US
Also effective, March 1, 2024, The Body Shop US Limited has ceased
operations.
About The Body Shop
The Body Shop International Limited (The Body Shop), a once
pioneering beauty brand known for its cruelty free heritage and
ethical beauty products was acquired from Natura & Co. by AURELIUS
GROUP in December 2023.
BOWFLEX INC: Files Chapter 11 to Facilitate Sale
------------------------------------------------
BowFlex Inc. (NYSE: BFX) on March 5 disclosed that it has entered
into a purchase agreement with Johnson Health Tech Retail, Inc.
(the "Stalking Horse Bidder") to serve as the stalking horse bidder
to acquire substantially all of the assets of the Company for
$37,500,000 in cash at the closing of the transaction, less closing
adjustment amounts for accounts receivable, inventory and certain
transfer taxes. In order to facilitate the sale process, the
Company and certain of its subsidiaries have voluntarily initiated
a Chapter 11 proceeding (the "Chapter 11 Cases") in the United
States Bankruptcy Court for the District of New Jersey ("Bankruptcy
Court"), which will provide interested parties the opportunity to
submit competing offers.
Additionally, subject to court approval, the Company has secured a
$25 million facility for debtor-in-possession financing, comprised
of a $9 million revolving commitment and $16 million term loan
reflecting the roll-up of the Company's pre-petition term loans of
approximately $16 million (the "DIP Facility") from Crystal
Financial LLC d/b/a SLR Credit Solutions ("SLR") and its
affiliates, subject to court approval, to enable the Company to
continue operating in a normal course and meet its financial
obligations to employees, vendors and its continued provision of
customer orders during Chapter 11 proceedings and while executing
the sale process. The DIP Facility is being provided by SLR
pursuant to an amendment (the "Amendment") to the Company's
existing Term Loan Credit Agreement with SLR dated November 30,
2022 (as amended, the "Credit Agreement").
"For decades, BowFlex has empowered healthier living and enabled
consumers to reach their fitness goals with our innovative home
fitness products and individualized connected fitness experiences.
As a result of the post-pandemic environment and persistent
macroeconomic headwinds, we conducted a comprehensive strategic
review and determined this was the best path forward for our
Company," said Jim Barr, BowFlex Inc. Chief Executive Officer. "We
are fortified by the potential partnership with Johnson Health Tech
and encouraged by the multiple parties that have indicated an
interest in bidding for our Company. Our goal is to maximize value
for our stakeholders through this process."
The Company is seeking approval of the proposed transaction
pursuant to Section 363 of Chapter 11 of the U.S. Bankruptcy Code,
which will allow outside interested parties to submit higher or
otherwise better offers. The transaction is subject to approval by
the Bankruptcy Court and any other approvals that may be required
by law, and other customary conditions.
The Asset Purchase Agreement with the Stalking Horse Bidder (the
"Stalking Horse Asset Purchase Agreement") provides for standard
bid protections. These protections include: (i) the reimbursement
by the Company of up to $600,000 of the Stalking Horse Bidder's
expenses payable under specified circumstances upon a termination
of the Stalking Horse Asset Purchase Agreement; (ii) payment by the
Company of a breakup fee of 3.5% of the Purchase Price; and (iii)
the Company's forfeiture of the $3.75 million Stalking Horse
Bidder's deposit.
Additional information about the Chapter 11 Cases and proposed
asset sale is available online at https://dm.epiq11.com/Bowflex or
by contacting the Company's Claims Agent, Epiq, at
BowflexInc@epiqglobal.com or by calling toll-free at (888) 311-7005
or +1 (971) 328-4573 for calls originating outside of the U.S.
Advisors
Sidley Austin LLP and Holland & Hart LLP are serving as legal
advisors to BowFlex. FTI Consulting, Inc. and FTI Capital Advisors
LLC have been retained as financial advisor and investment banker
to BowFlex to manage the sale and auction process.
About Bowflex Inc.
Headquartered in Vancouver, Washington, BowFlex Inc. (NYSE:BFX) is
a global leader in digitally connected home fitness solutions. The
Company's brand family includes BowFlex, Schwinn, and JRNY, its
digital fitness platform. With a broad selection of exercise bikes,
cardio equipment, and strength training products, BowFlex Inc.
empowers healthier living through individualized connected fitness
experiences and in doing so, envisions building a healthier world,
one person at a time.
BOWFLEX INC: NYSE to Delist Shares Following Chapter 11 Filing
--------------------------------------------------------------
The New York Stock Exchange on March 5 disclosed that the staff of
NYSE Regulation has determined to commence proceedings to delist
the common stock of BowFlex Inc. (the "Company") -- ticker symbol
BFX
-- from the NYSE. Trading in the Company's common stock will be
suspended immediately.
NYSE Regulation reached its decision that the Company is no longer
suitable for listing pursuant to Listed Company Manual Section
802.01D after the Company's March 5, 2024 Form 8-K and press
release disclosure that the Company and certain of its subsidiaries
have voluntarily initiated a Chapter 11 proceeding in the United
States Bankruptcy Court for the District of New Jersey. In reaching
its delisting determination, NYSE Regulation noted the uncertainty
as to the ultimate effect of this process on the value of the
Company's common stock.
The Company has a right to a review of this determination by a
Committee of the Board of Directors of the Exchange. The NYSE will
apply to the Securities and Exchange Commission to delist the
common stock upon completion of all applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.
About Bowflex Inc.
Headquartered in Vancouver, Washington, BowFlex Inc. (NYSE:BFX) is
a global leader in digitally connected home fitness solutions. The
Company's brand family includes BowFlex, Schwinn, and JRNY, its
digital fitness platform. With a broad selection of exercise bikes,
cardio equipment, and strength training products, BowFlex Inc.
empowers healthier living through individualized connected fitness
experiences and in doing so, envisions building a healthier world,
one person at a time.
BROOKDALE SENIOR: Reports $189.1 Million Net Loss in FY 2023
------------------------------------------------------------
Brookdale Senior Living Inc. has announced its results for the
quarter and full year ended December 31, 2023.
The Company reported a net loss of $91.2 million, for the three
months ended December 31, 2023, compared to a net loss of $25.7
million for the three months ended December 31, 2022.
For the year ended December 31, 2023, the Company incurred a net
loss of $189.1 million, compared to a net loss of $238.3 million
for the same period in 2022.
As of December 31, 2023, the Company had $5.57 billion in total
assets, $5.17 billion in total liabilities, and $405.15 million in
total equity.
Commenting on the results, Lucinda ("Cindy") Baier, Brookdale's
President and CEO, said, "We started 2023 with clear goals and an
intense focus on execution. Through focus and determination, we
achieved strong results, while always prioritizing the health and
well-being of our residents and associates. The year included many
positive accomplishments, with more residents choosing to call
Brookdale home and significant operational and financial
improvements. Our efforts in 2023 lay a solid foundation for
continued success in 2024, further recovery from the impact of the
pandemic, and continued value creation for all of our stakeholders.
As we look forward to the future, I remain incredibly grateful for
our residents, our associates, and our shareholders."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/mtnmsu4x
About Brookdale Senior Living
Headquartered in Brentwood, Tennessee, Brookdale Senior Living Inc.
operates senior living facilities in the United States. As of
September 30, 2023, Brookdale Senior has $5.83 billion in total
assets and $5.34 billion in total liabilities.
Egan-Jones Ratings Company on October 26, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Brookdale Senior Living Inc.
CALIFORNIA WINE: Plan Exclusivity Period Extended to March 18
-------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California extended California Wine Transport,
Inc.'s exclusive periods to file its plan of reorganization, and
solicit acceptances thereof to March 18 and May 16, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtor was searching
for companies to acquire its operations both before and after
filing this case. In or around late October, the Debtor was
approached by a possible acquiror, and on December 3, 2023, the
Debtor filed its motion to sell substantially all of its assets
free and clear of liens, for authority to assume and assign certain
leases and executory contracts, for good faith determination et
al.
The Debtor anticipates filing a plan in which the proceeds from the
sale of its assets along with other amounts collected minus
expected fees and costs will be used to fund a distribution pot of
funds to creditors.
The Debtor also relates that Wise Villa Winery, LLC is an
undisputed creditor to the extent of its judgment in Sacramento
County Superior Court. Wise Villa has filed in this case a motion
for relief from stay to have its claim for additional attorneys'
fees heard by the state court. Should the motion for relief from
stay be granted, it is expected that Wise Villa's claims may not be
initially determined within the next 90 days or perhaps longer.
Should Wise Villa's motion for relief from stay be denied, Wise
Villa is expected to file its claim in the Bankruptcy Court and the
Debtor expects to object thereto and schedule a hearing promptly
thereafter. Either way, resolution of Wise Villa's request to
increase its claim will require between 1 to 4 months' additional
time.
Counsel to the Debtor:
Brian Irion, Esq.
Law Offices of Brian Irion
611 Veterans Blvd. 209
Redwood City, CA 94063
Tel: 650-363-2600
Email: birion@thedesq.com
About California Wine Transport
California Wine Transport, Inc. stores wine and offers both
delivery services and consolidations to the wine industry in
California.
California Wine Transport filed Chapter 11 petition (Bankr. N.D.
Cal. Case No. 23-51067) on Sept. 19, 2023, with $1,337,383 in
assets and $2,784,875 in liabilities.
Judge M. Elaine Hammond oversees the case.
Brian Irion, Esq., at the Law Offices of Brian Irion and Bachecki,
Crom & Co., LLP, serve as the Debtor's bankruptcy counsel and
accountant, respectively.
CAMBER ENERGY: Antilles Family Office Ceases Ownership of Shares
----------------------------------------------------------------
Antilles Family Office, LLC disclosed in a Schedule 13G/A Report
filed with the U.S. Securities and Exchange Commission that as of
February 15, 2024, it has ceased to be the beneficial owner of
Camber Energy, Inc.'s common stock.
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy/-- is a growth-oriented diversified
energy company. Through its majority-owned subsidiary, Camber
provides custom energy & power solutions to commercial and
industrial clients in North America and owns interests in oil and
natural gas assets in the United States. The company's
majority-owned subsidiary also holds an exclusive license in Canada
to a patented carbon-capture system, and has a majority interest
in: (i) an entity with intellectual property rights to a fully
developed, patent pending, ready-for-market proprietary Medical &
Bio-Hazard Waste Treatment system using Ozone Technology; and (ii)
entities with the intellectual property rights to fully developed,
patent pending, ready-for-market proprietary Electric Transmission
and Distribution Open Conductor Detection Systems.
Camber Energy reported a net loss attributable to the company of
$107.74 million for the year ended Dec. 31, 2022, a net loss
attributable to the company of $169.68 million for the year ended
Dec. 31, 2021, compared to a net loss attributable to the company
of $52.01 million for the nine months ended Dec. 31, 2020.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Camber Energy disclosed that the Company had a stockholders' equity
of $29,189,192, long-term debt of $38,849,855 and a working capital
deficiency of $9,451,778 as of Sept. 30, 2023. These conditions
raise substantial doubt regarding the Company's ability to continue
as a going concern. The Company's ability to continue as a going
concern is dependent upon its ability to utilize the resources in
place to generate future profitable operations, to develop
additional acquisition opportunities, and to obtain the necessary
financing to meet its obligations and repay its liabilities arising
from business operations when they come due. Management believes
the Company may be able to continue to develop new opportunities
and may be able to obtain additional funds through debt or equity
financings to facilitate its business strategy; however, there is
no assurance of additional funding being available.
CAN B CORP: Gets Patents Covering Liquid Formulations of Cannabis
-----------------------------------------------------------------
Can B Corp. announced that through its 67% owned subsidiary,
Nascent Pharma, LLC, it has acquired composition of matter and use
patents (US 9,730,911 B2 granted August 15, 2017 and US 10,555,928
B2 granted February 11, 2020) covering liquid formulations of
cannabis, including, among other things, beverages, tinctures, vape
pen liquids and liquid filled capsules. Patented uses include
using the liquid formulations to manage numerous debilitating
conditions, including cancer, irritable bowel syndrome, chronic
pain, post traumatic stress disorder, anxiety, sleep disorders and
opioid dependencies. Through Nascent, the Company plans to pursue
opportunities to license and develop uses for the patents.
An independent valuation firm valued the patents at $122,000,000 in
2020, after taking into account the present value of projected
income streams, applying a 90% discount and assuming a revenue
stream through August 2034. No assurance can be given that the
patents will ultimately provide a revenue stream to the Company or
that value of the patents will equal the value determined by the
independent valuation firm.
In connection with the assignment of the patents to Nascent,
Nascent has agreed to distribute to creditors of a prior owner of
the patents five percent of the Company's share of Nascent's
revenues, less a reserve for Nascent's operating expenses and
amounts repaid to Nascent investors, until the creditors have
received aggregate payments of $10,000,000.
The Company has entered into a consulting agreement with the
inventor who assigned the patents to Nascent which provides that
the consultant will be entitled to 50% of distributions received by
Company from Nascent.
About Can B Corp
Headquartered in Hicksville New York, Can B Corp (f/k/a Canbiola,
Inc.) -- http://www.canbiola.com-- is in the business of promoting
health and wellness through its development, manufacture and sale
of products containing cannabinoids derived from hemp biomass and
the licensing of durable medical devices. Can B's products include
oils, creams, moisturizers, isolate, gel caps, spa products, and
concentrates and lifestyle products. The Company develops its own
line of proprietary products as well seeks synergistic value
through acquisitions in the hemp industry. It aims to be the
premier provider of the highest quality hemp derived products on
the market through sourcing the best raw material and offering a
variety of products it believes will improve people's lives in a
variety of areas.
Can B reported a net loss of $14.92 million for the year ended Dec.
31, 2022, compared to a net loss of $12.17 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $13.07
million in total assets, $12.86 million in total liabilities, and
$219,602 in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
As of September 30, 2023, Can B had cash and cash equivalents of
$31,318 and negative working capital of $5,195,758. For the nine
months ended September 30, 2023 and 2022, the Company had incurred
losses of $7,931,427 and $12,024,759, respectively. These factors
raise substantial doubt as to the Company's ability to continue as
a going concern, according to the Company's Quarterly Report for
the three months ended Sept. 30, 2023.
CAREISMATIC: Moody's Rates New $125MM Secured DIP Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to New Trojan Parent, Inc.
(DIP)'s (dba "Careismatic") $125 million senior secured
super-priority debtor-in-possession (DIP) term loan. There is no
outlook on the facility rating.
Proceeds from the DIP term loan along with balance sheet cash will
be used to fund the company through the Chapter 11 process which
commenced on January 22, 2024. The company expects to emerge from
bankruptcy approximately 120 days after the bankruptcy filing.
Following the bankruptcy filing, Moody's withdrew all ratings of
Careismatic.
RATINGS RATIONALE
The Ba3 rating assigned to Careismatic's DIP facility primarily
reflects the estimated strong collateral coverage of the loan as
well as structural considerations including upstream and downstream
guarantees, priority of liens, the nature of the collateral, and
the covenants. Other considerations include the nature of the
bankruptcy as the filing was precipitated by weak operating
performance and that the reorganization requires reinvestment in
the business and could be challenging to execute. Lastly, the
rating reflects the size of the DIP relative to pre-petition debt.
Careismatic's filing follows a sustained deterioration in its
operating performance and cash flow. Careismatic's sales have
continued to be negatively impacted by intense competition, changes
in customer buying patterns (including a shift to ecommerce and
Direct-to-Customer buying) and a softening of demand for medical
scrubs from its pandemic driven peak. This demand weakness
coincided with high interest rates on an elevated debt load and
higher costs associated with operational challenges such as poor
inventory forecasting, inefficient marketing spend and legal
distractions. All of these led to an unsustainable weakening of
leverage, coverage and liquidity metrics necessitating a
rationalization of the company's capital structure.
Moody's estimates collateral coverage for the DIP term loan will be
about 1.4x and is mainly derived from the value of the existing
accounts receivable, inventory and intellectual property including
the value of Careismatic's owned and licensed brands.
The pre-petition debt consisted of $100 million of revolver
outstanding, $590 million of First Lien Term Loans, $110 million of
Second Lien Term Loans and a $33 million Unsecured PIK Note. The
DIP term loan is approximately at 15% of pre-petition debt. The
company has entered into a cash collateral agreement with the
pre-petition secured lenders. The $125 million DIP term loan will
represent new liquidity for the company, and upon exit is planned
to be converted into an exit term loan facility or to be paid off
via proceeds in the event of a sale of the company. The DIP term
loan had an initial $50 million tranche and an incremental $75
million tranche (the incremental tranche was approved by the
Bankruptcy court on Feb 29, 2024).
The DIP term loan will contain upstream guarantees from all of the
company's domestic subsidiaries, and a downstream guaranty from its
parent, CBI Parent LP. It has a perfected first priority priming
lien on all property, assets and equity interests of the company.
The DIP term loan contains maintenance covenants including minimum
liquidity and monthly minimum cash receipts and maximum cash
disbursements tested against the DIP budget. Additionally, the
agreement contains negative covenants including limitations on
indebtedness, liens, restricted payments, investments and other
limitations. The DIP term loan will mature the earlier of October
24, 2024 or the effectiveness of the plan of reorganization.
New Trojan Parent, Inc. is the parent company of Careismatic
Brands, LLC., which designs and distributes medical and school
uniform apparel and related products globally. Careismatic operates
various trademarks including Cherokee and Dickies. The company
generated about $550 million of revenue for 2023 and was owned by
the private equity firm Partners Group prior to bankruptcy.
The principal methodology used in this rating was
Debtor-in-Possession Lending published in June 2018.
CD&R HYDRA: Moody's Rates New $1.6BB First Lien Term Loan 'B3'
--------------------------------------------------------------
Moody's Investors Service affirmed CD&R Hydra Buyer, Inc.'s (dba
"SunSource") ratings, including the company's B2 corporate family
rating, B2-PD probability of default rating, B2 rating on its
existing backed senior secured first lien term loans, and Caa1
rating on its existing backed senior secured second lien term loan.
Concurrently, Moody's assigned a B3 rating to the company's planned
$1.685 billion backed senior secured first lien term loan. The
outlook is stable.
Proceeds from the term loan will be used to fund an $815 million
distribution to equity holders and fully repay the company's $708
million first lien term loan, $115 million 2nd lien term loan, and
$30 million of ABL borrowings. Moody's will withdraw the ratings on
the existing first and second lien term loans at the close of the
transaction.
Moody's views the large dividend payment to be an example of the
company's aggressive financial policy. The debt funded transaction
will materially weaken credit metrics and reduce the company's
financial flexibility to make acquisitions and/or reinvest in the
business. The company has exhibited an active pace of debt funded
acquisitions, which also present significant integration risks.
Additional acquisitions are likely and could weaken the metrics or
liquidity.
Despite the increase in pro forma debt to EBITDA to 5.3 times from
2.8 times at December 31, 2023, the affirmation of the B2 CFR
reflects Moody's expectation that SunSource will improve
profitability and use free cash flow to repay debt. Moody's expects
debt-to-EBITDA to improve towards 5.0 times in the next 12-18
months.
The B3 rating on the company's planned first lien term loan, which
is one notch below the B2 CFR, reflects its subordination to the
ABL revolver in the debt capital structure. Prior to the
refinancing, the second lien term loan was expected to absorb
losses ahead of the first lien term loan in a distress scenario.
RATINGS RATIONALE
SunSource's B2 CFR reflects its position as a leading distributor
and service provider of fluid power and conveyance products, with
good end market diversification. EBITDA margin has improved and is
expected to remain in the mid-teens. The rating is constrained by
SunSource's modest scale, exposure to highly cyclical industrial
end markets and high regional concentration. Moody's does not
anticipate any additional material debt financed acquisitions or
dividends, although event risk is high with private equity
ownership.
Moody's expects SunSource will maintain good liquidity. Moody's
estimates SunSource will have free cash flow of over $100 million
in 2024 (excluding the dividend of $815 million) and moderate cash
balances. Liquidity will be further supported by a $500 million ABL
revolver that is used primarily for working capital.
The stable outlook reflects Moody's expectation for 2 - 4% organic
revenue growth and over $100 million of free cash flow over the
next year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if debt-to-EBITDA is sustained below
4.0x, while achieving positive organic revenue growth.
The ratings could be downgraded if margins deteriorate or if
liquidity weakens. Debt funded acquisitions or shareholder returns
that result in debt-to-EBITDA sustained above 5.5x.could also
result in a downgrade.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of 100% of consolidated EBITDA,
plus unlimited amounts subject to either 5.30 times Total First
Lien Leverage or the leverage ratio in effect prior to such
transaction. There is no inside maturity sublimit. There are no
"blocker" provisions which prohibit the transfer of specified
assets to unrestricted subsidiaries. There are no protective
provisions restricting an up-tiering transaction.
The senior credit facility is expected to contain flexible
covenants that could adversely affect creditors, including
incremental facility capacity up to the greater of 100% of
consolidated EBITDA, plus an unlimited amount subject to either 5.3
times total first lien leverage or the pro forma total first lien
leverage ratio after giving effect to such incurrence does not
exceed the total first lien net leverage ratio in effect prior to
such a transaction. There is no inside maturity sublimit. There are
no express "blocker" provisions which prohibit the transfer of
specified assets to unrestricted subsidiaries. There are no express
protective provisions prohibiting an up-tiering transaction.
The proposed terms and the final terms of the credit agreement may
be materially different.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CD&R Hydra Buyer, Inc., based in Addison, Illinois, is a leading
independent distributor of fluid power, fluid conveyance, fluid
process and motion control products and provider of related
solutions. The company has approximately 3,500 employees and over
240 facilities primarily located in the United States and Canada.
The company is majority-owned by funds affiliated with Clayton
Dubilier & Rice, LLC, a private equity firm that acquired SunSource
in December 2017.
CHARGE ENTERPRISES: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: Charge Enterprises, Inc.
f/d/b/a GoIP Global, Inc.
f/d/b/a Transworld Holdings, Inc.
125 Park Avenue, 25th Floor
New York, NY 10017
Business Description: Charge is an electrical, broadband, and
electric vehicle charging infrastructure
company that provides clients with end-to-
end project management services, from
advising, designing, engineering, acquiring,
and installing equipment, to monitoring,
servicing, and maintenance.
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-10349
Debtor's Counsel: Ian J. Bambrick, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Avenue
Suite 1410
Wilmington, DE 19801
Tel: 302-467-4200
Email: ian.bambrick@faegredrinker.com
Debtor's
Financial
Restructuring
Adviser: BERKELEY RESEARCH GROUP, LLC
Debtor's
Special
Litigation
Counsel: SQUIRE PATTON BOGGS (US) LLP
Debtor's
Investment
Banker &
Financial
Adviser: PIPER SANDLER & CO
Debtor's
Notice, Claims,
Solicitation,
Balloting, and
Administrative
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Total Assets as of Jan. 31, 2024: $114,368,349
Total Debts as of Jan. 31, 2024: $48,718,180
The petition was signed by Craig Harper-Denson as authorized
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6HTKIOQ/Charge_Enterprises_Inc__debke-24-10349__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Ernst & Young U.S. LLP Trade Debt $300,999
100 North Tyron Street
Suite 3800
Charlotte, NC 28202
Contact: Jeffrey Ledford
Phone: 704-331-1824
Email: JEFFREY.LEDFORD@EY.COM
2. Island Capital Group Trade Debt $120,000
Advisor LLC
717 5th Ave 18
New New, NY 10022
Contact: Jeffrey Cohen
Phone: (212) 705-5000
Email: JCOHEN@ISLECAP.COM
3. Assured Partners Trade Debt $75,256
445 Hamilton Ave
10th Floor
While Plains, NY 10601
Contact: Alex Canter
Phone: (914) 761-9000
Email: MARIA.GALATAS@ASSUREDPARTNERS.COM
4. Sedelco, LLC (Patrick Maney) Trade Debt $40,000
12 Elmwood Road
Albany, NY 12204
Contact: Patrick Maney
Email: PMANEY@NEXTRIDGEINC.COM
5. Farkouh, Furman & Faccio Trade Debt $37,949
460 Park Ave
12th Floor
New York, NY 10022
Contact: Alex Fuong
Phone: (212) 245.5900
Email: AFUONG@FFFCPAS.COM
6. TraDigital Marketing Group, Inc. Trade Debt $10,000
12 E 49th St
Floor 11
New York, NY 10017
Contact: Sarah Ware
Phone: 212-389-9782
Email: SWARE@TRADIGITALIR.C
7. Issuer Direct Trade Debt $5,100
One Glenwood Ave
Suite 1001
Raleigh, NC 27603
Contact: Lyn Gersalia
Phone: (919) 705-0232
Email: ACCOUNTING@ISSUERDIRECT.COM
8. AP Benefit Advisors, LLC Trade Debt
$1,873
General Premium Trust
PO Box 42507
Philadelphia, PA 19101-2506
Contact: Alex Canter
Email: ASSUREDANSWERS@ASSURE
DPARTNERS.COM
9. Your Equity Solutions Trade Debt $1,450
342 Highway 13
Cunningham, TN 37052
Contact: Chris Cox
Email: CHRIS.COX@YESEQUITYPLANS.COM
10. Thomson Reuters Enterprise Trade Debt $1,105
Centre GMBH
610 Opperman Drive
Eagan, MN 55123-1396
Contact: Shane Hachey
Phone: 651-687-7000
Email: TREBILLDELIVERY@THOMSONREUTERS.COM
CHENIERE ENERGY: Reports $12.06 Billion Net Income in FY 2023
-------------------------------------------------------------
Cheniere Energy, Inc. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net income
of $12.06 billion on $20.4 billion of total revenues for the year
ended December 31, 2023, compared to a net income of $2.64 billion
on $34.43 billion of total revenues for the year ended December 31,
2022.
As of December 31, 2023, the Company had $43.08 billion in total
assets, $34.06 billion in total liabilities, and $9.02 billion in
total stockholders' equity.
"The Cheniere workforce's resolute commitment to excellence
delivered once again in 2023, as we generated financial results at
or above the high end of our guidance ranges, and significantly
advanced our growth projects at both Sabine Pass and Corpus
Christi, all while achieving a top decile safety record," said Jack
Fusco, Cheniere's President and Chief Executive Officer. "I am
exceptionally proud of our team's ability to consistently perform
at the highest level across all facets of our business, further
distinguishing Cheniere in the global market."
"2024 is off to an excellent start, and we expect to once again
deliver financial results above the midpoint of our 9-train
run-rate guidance ranges. With the progress we continue to make on
our expansion projects at both sites, and our highly-contracted
operating platform, our focus is centered on execution across
operations, construction, and project development. The structural
shift to natural gas is progressing, and the market continues to
call for additional reliable, flexible and price-certain LNG from
the United States in order to facilitate energy security and
environmental priorities the world over. Cheniere's superior track
record on project execution, operational excellence, and commercial
reliability only reinforces my confidence in our expansion projects
at Sabine Pass and Corpus Christi further enabling the world to
realize the energy security and environmental benefits of U.S.
LNG."
A full-text copy of the Company's Form 10-K is available a
https://tinyurl.com/yc5ubrjh
About Cheniere Energy
Headquartered in Houston, Texas, Cheniere Energy, Inc. is a leading
producer and exporter of liquefied natural gas in the United
States, reliably providing a clean, secure, and affordable solution
to the growing global need for natural gas. Cheniere is a
full-service LNG provider, with capabilities that include gas
procurement and transportation, liquefaction, vessel chartering,
and LNG delivery.
Egan-Jones Ratings Company on May 8, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Cheniere Energy, Inc.
CHESTER T. MACK: Rental Income to Fund Plan Payments
----------------------------------------------------
Chester T. Mack, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Texas a Disclosure Statement describing Chapter
11 Plan dated February 29, 2024.
The Debtor is a Texas LLC, incorporated on November 25, 2014. It
owns real estate located at 2200 George Dieter Drive in El Paso,
Texas.
This real estate consists of a medical building and vacant land,
all of which is contiguous ("the George Dieter property"). Central
to the Debtor's operation is the clinical and surgical practice of
Dr. Uzodinma Raphael Dim, M.D., a cardiologist. Dr. Dim runs his
practice within an affiliate professional association named
"Uzodinma Raphael Dim, M.D., P.A.," which does business under the
name of "International Cardiovascular" ("the P.A.").
The P.A. has had three components to its operation: (a) Dr. Dim's
clinical practice, conducted at the George Dieter property
("Clinical Practice"); (b) Dr. Dim's interventional cardiology and
cardiac electrophysiology practice, conducted in area hospitals
(for convenience, "Surgical Practice"); and (c) a cardiovascular,
peripheral vascular and cardiopulmonary rehabilitation clinic
("Rehab Clinic"), conducted at the George Dieter property. During
this time, Dr. Dim purchased equipment needed to establish a fourth
component of operation: a cardiac catheterization lab ("Cath Lab")
at the George Dieter property.
Unfortunately, the Cath Lab equipment ceased functioning after what
was believed to be a power surge. Dr. Dim worked tirelessly to
coordinate the repair – and the eventual replacement – of the
Cath Lab equipment. The difficulties encountered in this
undertaking led to non-payment on the building's construction loan
and on the equipment loan (an obligation of the P.A. only). The
instant bankruptcy case was filed to avoid foreclosure on the
George Dieter property.
Chester T. Mack, LLC continued to operate after the Petition date
in the regular course of business. The ongoing use of cash
collateral, the rent proceeds from the P.A., was negotiated with
counsel for Wells Fargo, Bank, N.A. and the Texas Mezzanine Fund,
with input from the U.S. Trustee's Office, as a matter of consent.
Subsequently, the Court approved adequate protection payments for
Wells Fargo and the Texas Mezzanine Fund, along with a budget that
contained provisions for accumulating funds to pay 2024 property
taxes.
There are no general unsecured claims to address in the Plan.
The Debtor's only equity holder is its managing member, Dr.
Uzodinma Dim. He will retain his stock ownership in the Debtor
entity.
The Debtor will distribute all Plan payments from revenue received
in the form of rental payments from the P.A. The P.A. will continue
to generate revenue from Dr. Dim's medical practice. The Rehab
Clinic and the Cath Lab are expected to generate revenue, starting
in March of 2024.
A full-text copy of the Disclosure Statement dated February 29,
2024 is available at https://urlcurt.com/u?l=EY8QVg from
PacerMonitor.com at no charge.
Counsel to the Debtor:
E.P. Bud Kirk, Esq.
600 Sunland Park Drive
Bldg. Four, Suite 400
El Paso, TX 79912
Tel: (915) 584-3773
Fax: (915) 581-3452
Email: budkirk@aol.com
About Chester T. Mack
Chester T. Mack, LLC, owns a commercial building located at 2200
George Dieter Dr., El Paso, TX valued at $2.4 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-31275) on Dec. 1,
2023. In the petition signed by Uzodinma Raphael Dim, managing
member, the Debtor disclosed $2,403,481 in assets and $2,295,130 in
liabilities.
Judge Christopher G. Bradley oversees the case.
James Jopling, Esq., represents the Debtor as legal counsel.
CHRISTMAS BY KREBS: SSG Served as Investment Banker in Asset Sale
-----------------------------------------------------------------
SSG Capital Advisors, LLC (SSG) served as the investment banker to
Christmas by Krebs Corporation (CBK or the Company) in the sale of
substantially all of its assets to The Gerson Companies. The
transaction was effectuated pursuant to Article 9 of the Uniform
Commercial Code and closed in February 2024.
Established in 1973 and headquartered in Irving, Texas, CBK
specializes in creating beautiful, handcrafted holiday ornaments.
As one of North America's largest producers and sellers of glass
and shatterproof ornaments, the Company has established itself as a
reliable destination for all holiday ornament needs across multiple
sales channels. CBK's products are celebrated for their unique and
original designs and are sold through large and small specialty
retailers and e-commerce platforms. The brand is a symbol of
tradition and artistry and the Company is widely recognized as an
industry leader that sets high standards for quality and service.
CBK achieved significant success by offering beautiful and
high-quality ornaments throughout its long history. Recently, the
Company faced substantial challenges from trends impacting the
industry. Management implemented operational improvements to
preserve its original, trusted, and proven quality craftsmanship.
However, the strategy proved to be capital-intensive and required a
strategic or financial investor to provide adequate liquidity to
support the business.
SSG was retained by CBK to assist in the exploration of strategic
alternatives. SSG conducted a comprehensive marketing process that
attracted interest from multiple parties. The Gerson Companies
ultimately prevailed in the process and acquired the assets through
a UCC Article 9 sale. The transaction was completed in an expedited
timeframe and allowed the Company to retain its customer base.
SSG's ability to conduct an efficient sale process and identify
buyers in niche market segments enabled the Company to maximize the
value of the assets for its stakeholders.
Headquartered in Olathe, Kansas, The Gerson Companies is a proven
leader in the importation and distribution of on-trend seasonal and
everyday home decor products to retailer customers.
Other professionals who worked on the transaction include:
* Chris M. McNeill and Rebecca R. Kuritzkes of Blank Rome LLP,
counsel to Christmas by Krebs Corporation;
* Chris A. Manion, Emily A. Osofsky and Lillian Q. Pham of
Blank Rome LLP, counsel to the incumbent lender; and
* Stuart E. Bodker and Thomas B. Schipper of McDowell Rice
Smith & Buchanan, P.C., counsel to The Gerson Companies.
CINEMARK HOLDINGS: Swings to $191.5 Million Net Income in FY 2023
-----------------------------------------------------------------
Cinemark Holdings Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net income
of $191.5 million on $3.07 billion of total revenue for the year
ended December 31, 2023, compared to a net loss of $268 million on
$2.45 billion of total revenue for the year ended December 31,
2022
As of December 31, 2023, the Company had $4.84 billion in total
assets, $4.52 billion in total liabilities, and $318.8 million in
total equity.
Commenting in the results, Sean Gamble, Cinemark's President and
CEO, said, "2023 represented another year of meaningful progress
for our industry and our company. Key indicators pertaining to the
fundamental drivers of our industry – specifically consumer
behavior and product flow – were further reinforced, and our
team's outstanding operational execution and financial discipline
delivered outsized results across all of our key metrics, including
Revenue, Adjusted EBITDA, and Free Cash Flow."
"We believe our strong 2023 results provide a clear sign that our
many ongoing strategic growth and productivity initiatives are
driving significant impact. As we look ahead, we remain highly
optimistic about the future of our company and our ability to fully
capitalize on our industry's continued recovery given our solid
foundation, advantage market position, and the many opportunities
that lie before us."
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/bdddmvn7
About Cinemark Holdings Inc.
Headquartered in Plano, Texas, Cinemark Holdings Inc. (NYSE: CNK)
-- https://ir.cinemark.com/ -- is one of the largest movie theatre
companies in the world. Its circuit, comprised of various brands
that also include Century, Tinseltown and Rave, as of September 30,
2023 operated 507 theatres with 5,765 screens in 42 states
domestically and 13 countries throughout South and Central
America.
As of September 30, 2023, the Company had $4.8 billion in total
assets and $2.4 billion in long-term debt.
Egan-Jones Ratings Company on August 3, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Cinemark Holdings Inc.
COMMUNITY HEALTH: Board OKs Compensation Arrangements for 2024
--------------------------------------------------------------
Community Health Systems, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Board of
Directors of the Company, upon the recommendation of the
Compensation Committee of the Board, met and approved the following
compensation arrangements for 2024 for (i) the Company's named
executive officers as reflected in the Company's definitive proxy
statement for its 2023 annual meeting of stockholders (other than
Wayne T. Smith, who was a named executive officer in such proxy
statement and previously served as the Company's Executive Chairman
of the Board prior to his retirement effective January 1, 2023, and
now serves as the non-executive Chairman of the Board) (the
"Applicable 2023 NEOs"), along with (ii) Kevin A Stockton, the
Company's Executive Vice President of Operations and Development,
and Chad A. Campbell, the Company's Regional President – Region
Operations, each of whom is expected to be included as a named
executive officer in the Company's upcoming definitive proxy
statement for its 2024 annual meeting of stockholders (such
individuals, together with the Applicable 2023 NEOs, collectively,
the "Applicable NEOs").
The Board approved the following base salary amounts for the
Applicable NEOs for fiscal year 2024:
1) Tim L. Hingtgen, Chief Executive Officer – $1,326,125
2) Kevin J. Hammons, President and Chief Financial Officer –
$795,675
3) Lynn T. Simon, M.D., President, Healthcare Innovation and
Chief Medical Officer – $679,691
4) Mark B. Medley, Regional President – Region Operations –
$672,000
5) Kevin A. Stockton, EVP of Operations and Development –
$710,000
6) Chad A. Campbell, Regional President – Region Operations
– $672,000
The Board also approved performance goals for the Applicable NEOs
for fiscal year 2024 under the Company's 2019 Employee Performance
Incentive Plan with target opportunities as follows (expressed as a
percentage of base salary):
1) Tim L. Hingtgen, Chief Executive Officer – 225%
2) Kevin J. Hammons, President and Chief Financial Officer –
125%
3) Lynn T. Simon, M.D., President, Healthcare Innovation and
Chief Medical Officer – 105%
4) Mark B. Medley, Regional President – Region Operations –
115%
5) Kevin A. Stockton, EVP of Operations and Development –
105%
6) Chad A. Campbell, Regional President – Region Operations
– 115%
In addition, each of the Applicable NEOs will have the opportunity
to achieve an additional percentage of his or her base salary for
the attainment of specific non-financial performance improvements
up to a maximum of an additional 40% for Hingtgen; 35% for
Hammons; 20% for each of Dr. Simon and Stockton; and 10% for each
of Medley and Campbell. Each Applicable NEO will also have the
opportunity to achieve an additional percentage of his or her base
salary for overachievement of performance goals up to a maximum of
an additional 35% for Hingtgen and an additional 25% for each of
Hammons, Dr. Simon, Stockton, Medley and Campbell.
Pursuant to the Company's Amended and Restated 2009 Stock Option
and Award Plan, the Board approved the following equity grants to
the Applicable NEOs, with a grant date of March 1, 2024 (the "Grant
Date").
The number of shares of performance-based restricted stock granted
to each Applicable NEO is subject to the attainment of certain
performance objectives during the three-year period beginning
January 1, 2024, and ending December 31, 2026, with the ultimate
number of performance-based restricted shares vesting in respect of
such awards after such three-year period ranging from 0% to 200% of
the shares set forth above based on the level of achievement with
respect to such performance objectives.
Both the non-qualified stock options and the time-vesting
restricted stock vest ratably over three years, beginning on the
first anniversary of the Grant Date.
The Board approved the offer of retention cash awards to Stockton,
Medley and Campbell in the amount of $1,000,000, $500,000, and
$500,000, respectively. Each of these awards will be divided into
two installment payments, with 40% of the award payable in the
third quarter of 2025 and the remaining 60% payable in the first
quarter of 2027, provided that in any such case such individual
remains employed by the Company through the payment date. The Board
and the Compensation Committee believe these awards would serve as
a key long-term retention device for these individuals in light of
the requirement for these executives to remain employed with the
Company through the applicable payment date in order to receive
each such cash payment. These awards have not yet been entered
into.
A full-text copy of the Form 8-K is available at
https://tinyurl.com/2ennjyhv
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. As of Oct. 25,
2023, the Company's subsidiaries own or lease 76 affiliated
hospitals with over 12,000 beds and operate more than 1,000 sites
of care, including physician practices, urgent care centers,
freestanding emergency departments, occupational medicine clinics,
imaging centers, cancer centers and ambulatory surgery centers.
As of Sept. 30, 2023, the Company had $14.67 billion in total
assets, $15.56 billion in total liabilities, $329 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, and a total stockholders' deficit of $1.22 billion.
* * *
As reported by the TCR on Dec. 15, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s Corporate Family
Rating to Caa2 from Caa1. Moody's said the downgrade of Community
Health's ratings reflects the company's very high level of the
financial leverage and the company's inability to generate positive
free cash flow despite some industry wide easing of labor pressure
in recent quarters.
As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised
its rating on Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). S&P said, "We believe Community Health's
capital structure is currently unsustainable. The company remains
highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of
8.4x. In addition, the company has not established a track record
of sustained positive free cash flow generation. While we expect
improved EBITDA margins and positive cash flow in 2024, leverage
will remain high while the company has a significant interest
burden and maturities starting in 2026."
COMMUNITY HEALTH: Reports $133M Net Loss for Period Ended Dec. 31
-----------------------------------------------------------------
Community Health Systems, Inc. announced its financial and
operating results for the three months and year ended December 31,
2023.
For the three months ended December 31, 2023, the net income
attributable to Community Health Systems, Inc. stockholders was $46
million, compared to net income of $414 million for the same period
in 2022.
For the year ended December 31, 2023, the net loss attributable to
Community Health Systems, Inc. stockholders was $133 million,
compared to net income of $46 million for the same period in 2022.
As of December 31, 2023, the Company had $14.5 million in total
assets, $15.3 million in total liabilities, $323,000 in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and $1.15 million in total stockholders' deficit.
Commenting on the results, Tim L. Hingtgen, chief executive officer
of Community Health Systems, Inc., said, "Operational and financial
results improved in 2023 as patient demand for our services
increased, resulting in growth in same-store admissions, adjusted
admissions, surgeries and ER visits. Our staff recruitment and
retention initiatives generated solid gains in the number of
bedside nurses and other patient care positions in our hospitals,
which significantly reduced contract labor utilization. We also
experienced growth that is directly attributable to our investments
in facility expansions, physician recruitment and service line
development. We expect this progress and momentum to continue in
2024."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/acy7jxta
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. As of Oct. 25,
2023, the Company's subsidiaries own or lease 76 affiliated
hospitals with over 12,000 beds and operate more than 1,000 sites
of care, including physician practices, urgent care centers,
freestanding emergency departments, occupational medicine clinics,
imaging centers, cancer centers and ambulatory surgery centers.
As of Sept. 30, 2023, the Company had $14.67 billion in total
assets, $15.56 billion in total liabilities, $329 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, and a total stockholders' deficit of $1.22 billion.
* * *
As reported by the TCR on Dec. 15, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s Corporate Family
Rating to Caa2 from Caa1. Moody's said the downgrade of Community
Health's ratings reflects the company's very high level of the
financial leverage and the company's inability to generate positive
free cash flow despite some industry wide easing of labor pressure
in recent quarters.
As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised
its rating on Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). S&P said, "We believe Community Health's
capital structure is currently unsustainable. The company remains
highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of
8.4x. In addition, the company has not established a track record
of sustained positive free cash flow generation. While we expect
improved EBITDA margins and positive cash flow in 2024, leverage
will remain high while the company has a significant interest
burden and maturities starting in 2026."
CORLEY NISSAN: Property Sale Proceeds to Fund Plan
--------------------------------------------------
Corley Nissan, LLC and DM & KC, LLC filed with the U.S. Bankruptcy
Court for the District of New Mexico a Disclosure Statement for
Joint Plan of Reorganization dated February 29, 2024.
The Jointly Administered Debtors consist of two entities, one (DM &
KC, LLC) that owns commercial real property in Gallup, NM that 3
car dealerships operated on as tenants, and one (Corley Nissan,
LLC) that operated a car dealership on the property as a tenant.
Currently, only one non-debtor dealership is still operating on the
property, 1st Quality Motors, LLC. DM & KC, LLC receives $4,000.00
in rental income per month from 1st Quality Motors, which is the
only income that either Debtor is receiving.
Corley Nissan, LLC began to have financial trouble in 2021-2022
that stemmed from Westlake, the dealership's flooring source,
failing to pay Nissan for vehicles that were delivered to the
dealership. Corley Nissan, LLC was forced to pay directly for
vehicles that had been delivered, and the issue compounded as more
vehicles were delivered that Westlake did not pay for. Corley
Nissan, LLC believed that it would be able to resolve the issues
with Nissan and Westlake, as Westlake continued to represent that
it would fund the vehicles and continue to provide flooring.
However, it did not.
Corley Nissan had minor operations in 2023 related to its Parts and
Service Departments, but as of the filing of its bankruptcy
petition had no operations whatsoever.
Before the filing of its bankruptcy petition, the Debtors ceased
all operations with the exception of DM & KC leasing a portion of
its real property to Quality Motors for $4,000.00 per month.
The allowed Claims will be paid from the sale of the real property
of DM & KC as follows:
* Closing costs of sale will be paid from the sale proceeds at
closing.
* Allowed claims against DM & KC, LLC, secured by the real
property, will be paid at closing.
* Allowed priority claims against DM & KC, LLC, if any, will
be paid from the sale proceeds within 30 days of closing.
* Allowed unsecured claims against DM & KC, LLC will be paid
from the sale proceeds within 30 days of closing.
* The remaining sale proceeds will be placed into a Sale
Proceeds Pool that will be used to pay creditors of Corley Nissan,
LLC, according to the priority of their claims, with priority debts
being paid first pro rata, and general unsecured claims being paid
next pro rata. As the Sale Proceeds Pool is not property of Corley
Nissan, LLC, no secured claims against Corley Nissan, LLC attach to
the Sale Proceeds Pool, and all nonpriority claims against Corley
Nissan, LLC are deemed Class 5 unsecured claims.
The Debtors shall fund the Plan through the sale of DM & KC, LLC's
real property. The Debtors shall attempt to sell the property
through a broker to maximize the recovery for holders of allowed
Claims. The Debtors shall have until December 31, 2024 to close on
a sale of the property. If this deadline is not extended through
either agreement of all parties that object to confirmation of the
Plan or by Court Order and a sale has not closed by that date, the
Debtors shall employ an auctioneer to market and sale the property
with an auction to occur no later than April 1, 2025.
A full-text copy of the Disclosure Statement dated February 29,
2024 is available at https://urlcurt.com/u?l=IMNowc from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Christopher M. Gatton, Esq.
GIDDENS & GATTON LAW, P.C.
10400 Academy NE, Suite 350
Albuquerque, NM 87111
Tel: (505) 271-1053
Fax: (505) 271-4848
Email: chris@giddenslaw.com
About Corley Nissan
Corley Nissan is an automotive dealer in Gallup, New Mexico.
Corley Nissan, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.M. Case No. 23-10975) on Oct 31, 2023,
listing $50,001 to $100,000 in assets and $1,000,001 to $10 million
in liabilities.
Judge Robert H Jacobvitz oversees the case.
Christopher M Gatton, Esq. at Giddens & Gatton Law, P.C., is the
Debtor's counsel.
CYPRESS CREEK: Plan Confirmed; Bankruptcy Case to Close
-------------------------------------------------------
J. Patrick Magill, liquidating trustee of Cypress Emergency Medical
Services Association, said that the Debtor's Chapter 11 bankruptcy
case will be closed, citing that substantially all of the assets of
the Debtor and the Debtor have been liquidated or abandoned,
pursuant to the Debtor's confirmed Chapter 11 plan.
The Debtor's Chapter 11 plan was confirmed on July 8, 2022, by the
U.S. Bankruptcy Court for the Southern District of Texas.
According to the Troubled Company Reporter on May 18, 2022, Cypress
Creek Emergency Medical Services Association filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Chapter 11
Plan of Liquidation under Subchapter V dated May 10, 2022.
A full-text copy of the Liquidating Plan dated May 10, 2022, is
available at https://bit.ly/39notg2 from PacerMonitor.com at no
charge.
About Cypress Creek
Cypress Creek Emergency Medical Services Association is an
emergency medical service provider based in Spring, Texas.
Cypress Creek filed a petition for Chapter 11 protection (Bankr.
S.D. Tex. Case No. 21-33733) on Nov. 18, 2021, listing as much as
$10 million in both assets and liabilities. Wren Nealy, Jr., chief
executive officer, signed the petition.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Annie Catmull, Esq., at O'ConnorWesler, PLLC as
legal counsel and J. Patrick Magill of Magill, PC as chief
restructuring officer.
DESERT VALLEY: Seeks to Hire AZ Home Pros as Property Manager
-------------------------------------------------------------
Desert Valley Steam Carpet Cleaning, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Arizona to employ AZ Home
Pros as property manager for its small complex of apartments in
Eloy, Arizona.
The firm will be paid at these rates:
Management $80 per month or
10 percent of collected rent
New Tenant Start-Up $150 flat fee
Sale or Exchange 6 percent of sale/exchange price
Cancellation $200 flat fee if unit is occupied,
$100 if empty
Mitch McWherter, a representative of AZ Home Pros, assured the
court that her firm is a "disinterested person" within the meaning
of 11 U.S.C. 101(14).
The firm can be reached at:
Mitch McWherter
AZ Home Pros
404 North Marshall
Casa Grande, AZ
Phone: (520) 426-7707
About Desert Valley Steam Carpet Cleaning
Desert Valley Steam Carpet Cleaning, LLC was formed on Aug. 12,
2005, for the purpose of owning and operating a multi-family
housing property located at 603 and 607 North D. St., Eloy, Ariz.
Desert Valley Steam Carpet Cleaning sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on
Jan. 16, 2020.
Judge Brenda K. Martin oversees the case.
Christopher J. Dutkiewicz, Esq., at DM Bankruptcy Law Group, LLC
serves as the Debtor's bankruptcy counsel.
DIGITAL ALLY: Unit Acquires Country Stampede Music Festival
-----------------------------------------------------------
Digital Ally, Inc. announced that Kustom Entertainment, Inc., a
premier live event marketing and concert production company and
current subsidiary of Digital Ally, recently acquired the renowned
Country Stampede Music Festival. This strategic move marks a
significant milestone for Kustom Entertainment, solidifying its
presence and influence in the entertainment industry.
Established in 1996, the Country Stampede Music Festival is an
annual three-day outdoor music and camping extravaganza that has
become a cherished tradition, attracting country music enthusiasts
from far and wide. The festival, nationally recognized as one of
the largest music festivals in the Midwest, has hosted some of the
biggest names in country music, including Taylor Swift, Chris
Stapleton, Kenny Chesney, Faith Hill, Miranda Lambert, Reba
McEntire, Tim McGraw, Jason Aldean, Luke Bryan, LeAnn Rimes, and
many more.
Country Stampede won the coveted Governor's Outstanding Tourism
Event award in the State of Kansas and has been honored with
numerous other awards over the years. Television shows such as the
CMT Top 20 Countdown, Ellen, and The Outdoor Channel have filmed
and broadcast live from the Country Stampede Music Festival.
Expressing his excitement about the acquisition, Stan Ross, CEO of
Kustom Entertainment, stated, "We are honored to carry on the
tradition of Country Stampede Music Festival. This acquisition is
more than a business venture; it is a celebration of the rich
history and culture of country music. We are committed to
preserving the festival's legacy while introducing new elements
that will captivate music fans for years to come."
Kustom Entertainment plans to build upon this festival's legacy and
broaden the presence of Country Stampede in further states in the
years to come. Kustom Entertainment promises a seamless transition
for both fans and partners, and an unforgettable experience for all
attendees. The festival features a 2024 lineup that includes Chris
Janson, Riley Green, Jon Pardi, among other artists, and runs this
summer from June 27th to 29th at Azura Amphitheatre in Bonner
Springs, Kansas.
About Digital Ally
Digital Ally (NASDAQ: DGLY) provides law enforcement agencies,
commercial fleet companies and event security teams with video
solutions and software management. Product lines include
body-cameras, vehicle video systems, IP video surveillance systems,
flexible storage solutions and patented VuLink automatic activation
technology.
New York, NY-based RBSM LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred substantial
operating losses and will require additional capital to continue as
a going concern. This raises substantial doubt about the Company's
ability to continue as a going concern.
Digital Ally has experienced net losses and cash outflows from
operating activities since inception. Based upon its current
operating forecast, the Company anticipates that it will need to
restore positive operating cash flows or raise additional capital
in the short-term to fund operations, meet its customary payment
obligations and otherwise execute its business plan over the next
12 months. The Company is continuously in discussions to raise
additional capital, which may include a variety of equity and debt
instruments; however, there can be no assurance that its capital
raising initiatives will be successful. The Company's recurring
losses and level of cash used in operations, along with
uncertainties concerning its ability to raise additional capital,
raise substantial doubt about its ability to continue as a going
concern, according to the Company's Quarterly Report for the period
ended Sept. 30, 2023.
DIOCESE OF ROCHESTER: Woods Oviatt Represents Parishes
------------------------------------------------------
The law firm Woods Oviatt Gilman LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of the Diocese of
Rochester, the firm represents Parishes.
The Parishes may (a) have claims against the Debtor, which claims
may not yet be known or determined, and may be unmatured,
unliquidated and/or contingent, (b) be a party to certain
agreements with the Debtor, (c) be a defendant in litigation in
which the Debtor is also a defendant giving rise to claims by them
against the Debtor including for indemnity, contribution and
reimbursements, and (d) have or share an interest in property of
the Debtor, such as insurance policies and proceeds, or property
held by the Debtor for them or have claims relating to such
property.
The Parishes do not own any equity securities of the Debtor.
The law firm was engaged by each of the Parishes to represent them
in connection with the Debtor's bankruptcy case, at the instance of
the Parishes. Each of the Parishes has executed a representation
agreement with Woods Oviatt for this purpose.
The law firm holds no claim against nor does it have any interest
in the Debtor. Woods Oviatt received a retainer payment of $50,000
from Waldorf Servicing LLC FBO The Diocese, dated September 6, 2019
as disclosed on the Diocese's Statement of Financial Affairs, No.
3. Subsequent to this payment, the fees and costs billed by Woods
Oviatt have been paid by the Parishes.
Attorneys for the Parishes:
Timothy P. Lyster, Esq.
WOODS OVIATT GILMAN LLP
1900 Bausch & Lomb Place
Rochester, New York 14604
Telephone: (585) 987-2894
Email: tlyster@woodsoviatt.com
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the diocese was estimated to have $50 million to $100
million in assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP, and Berkeley Research Group, LLC, serve
as the committee's legal counsel and financial advisor,
respectively.
DIOCESE OF ROCKVILLE: May 9, 2024 Plan Confirmation Hearing Set
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the adequacy of the fourth modified disclosure statement
for the fourth modified first amended Chapter 11 plan of
reorganization filed by The Roman Catholic Diocese of Rockville
Centre, New York.
A hearing to consider the confirmation of the Debtor's plan will be
held before the Hon. Martin Glenn, chief United States Bankruptcy
Judge for the Southern District of New York, in courtroom to be
determined, at the United States Bankruptcy Court for the Southern
District of New York, at One Bowling Green, New York, New York
10004, on May 9, 2024, at 10:00 a.m. (prevailing Eastern time).
Objections to the confirmation of the Debtor's plan, if any, must
be filed no later than 5:00 p.m. (prevailing Eastern time) on April
24, 2024.
Pursuant to the disclosure statement order, for a vote to accept or
reject the plan to be counted, a ballot must be completed and
returned in accordance with the instructions provided on the
ballots by March 22, 2024, at 5:00 p.m. (prevailing Eastern Time).
If the confirmation hearing is continued, the Debtor will post the
new date and time of the confirmation hearing at
https://dm.epiq11.com/drvc.
As reported by the Troubled Company Reporter on Feb, 15, 2024, The
Roman Catholic Diocese of Rockville Centre, New York submitted a
Fourth Modified Disclosure Statement for the First Amended Plan of
Reorganization dated February 6, 2024.
Under the Plan, the Diocese and certain affiliates are providing
$200,000,000 to pay creditors, including all Abuse Claims, in
exchange for releases.
Abuse Claims that allege injury in whole or in part before October
1, 1976 are in Class 4. Abuse Claims that allege injury after
October 1, 1976 are in Class 5. If there are not enough creditor
votes with respect to both Class 4 and Class 5 to accept the Plan
under section 1126 of the Bankruptcy Code, the Diocese will ask the
Bankruptcy Court to dismiss this chapter 11 case.
The Committee opposes the Plan and recommends that holders of Abuse
Claims vote to reject the Plan because it is not in the best
interests of holders of Abuse Claims as the Dioceses and the
Covered Parties receiving releases are not contributing sufficient
funds to equitably and fairly compensate holders of Abuse Claims.
The Committee opposes the Minimum Consideration Payments because
the Committee believes that these payments are a factor in pursuing
Litigating Abuse Claims and thereby diverting funds to pay
professionals instead of holders of Abuse Claims. Including an
estimate of the cost of litigating the Abuse Claims of $250,000
applied to the approximately 130 Litigating Abuse Claims designated
by the Diocese (Litigating Abuse Claims also include additional
claims beyond the 130) results in expenses of $32.5 million that
will not be paid to Abuse Claimants.
Thus, after the deductions and only those trust expenses relating
to Litigating Abuse Claims, only $137.5 million of the $200 million
would be paid to Abuse Claimants. The Committee believes that all
Abuse Claims should be reviewed through trust distribution
procedures and determined and paid in accordance with those
procedures. $137.5 million results in recoveries of approximately
$275,000 if there are 500 claims and $243,362 if there are 565
claims.
The Committee does not agree that the approximately $9.9 million
amount is appropriate in light of the limited definition of Future
Abuse Claims and the fact that any monies not used revert to the
Diocese and not to holders of Abuse Claims. The Committee's
proposal of 6% in the Committee Plan was based on a different plan
construct and was not final. The Committee believes that holders of
Abuse Claims should view this as a nearly $10 million dollar
deduction from the amount being paid to holders of Abuse Claims.
Litigating Abuse Claims will receive no distribution from the
applicable Litigating Claim Subfund until all Litigating Abuse
Claims have been fully resolved. The Debtor cannot predict how many
Litigating Abuse Claims there will be until after the Voting
Deadline and when the resolution of all such Litigating Abuse
Claims will be complete. There is a risk that the expenses of
litigating the Litigating Abuse Claims in either or both Settlement
Trusts may exceed the amount of funds in the applicable Subfund for
such Trust.
Like in the prior iteration of the Plan, except to the extent that
a holder of an Allowed General Unsecured Claim agrees to less
favorable treatment of such Claim, in exchange for full and final
satisfaction, settlement, release, and discharge of, and in
exchange for, each Allowed General Unsecured Claim, each holder
thereof shall, subject to the holder's ability to elect Convenience
Claim treatment on account of the Allowed General Unsecured Claim,
receive such holder's Pro Rata share of the GUC Plan Distribution.
The Plan is funded as follows: $150 million paid on the Effective
Date; $25 million on the first anniversary of the Effective Date;
$12.5 million on the second anniversary of the Effective Date; and
$12.5 million on the third anniversary of the Effective Date.
On the Effective Date, the Arrowood Settlement Trust and the
General Settlement Trust will be established for the benefit of
holders of Abuse Claims. The Arrowood Settlement Trust and the
General Settlement Trust shall be administered and implemented by
the Trustees as provided in the Trust Documents. Specifically, the
Arrowood Settlement Trust and the General Settlement Trust shall,
without limitation: (1) assume liability for all Abuse Claims; and
(2) hold and administer the Trust Assets of the Arrowood Settlement
Trust and the General Settlement Trust, liquidate the Abuse Claims,
and make Trust Distributions to holders of Abuse Claims from the
Trust Assets of the Arrowood Settlement Trust and the General
Settlement Trust.
On the Effective Date and thereafter, the Trust Assets shall be
allocated between the Arrowood Settlement Trust and General
Settlement Trust. Each of the Arrowood Settlement Trust and the
General Settlement Trust shall have a Settling Claim Subfund and a
Litigating Claim Subfund.
The Arrowood Settlement Trust and the General Settlement Trust
shall, as applicable, administer, process, settle, resolve,
liquidate, satisfy, and make Trust Distributions from the Trust
Assets of the Arrowood Settlement Trust and the General Settlement
Trust on account of Abuse Claims in such a way that the holders of
Abuse Claims are treated equitably and in a substantially similar
manner, subject to the applicable terms of the Plan Documents and
the Trust Documents. From and after the Effective Date, the Abuse
Claims shall be channeled to the Arrowood Settlement Trust and the
General Settlement Trust pursuant to the Channeling Injunction of
the Plan and may be asserted only and exclusively against the
Arrowood Settlement Trust and the General Settlement Trust.
A copy of the Fourth Modified Disclosure Statement dated February
6, 2024, is available at https://urlcurt.com/u?l=c57wG1 from
Stretto, the claims agent.
Counsel for the Debtor:
Corinne Ball, Esq.
Todd Geremia, Esq.
Benjamin Rosenblum, Esq.
Andrew Butler, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281-1047
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: cball@jonesday.com
brosenblum@jonesday.com
tgeremia@jonesday.com
abutler@jonesday.com
About The Roman Catholic Diocese
of Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
To deal with sexual abuse claims, the Roman Catholic Diocese of
Rockville Centre, New York, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as
$500 million in both assets and liabilities. Judge Martin Glenn
oversees the case.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Diocese's Chapter 11 case. The committee
tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou
Faltischek, PC as its bankruptcy counsel and special real estate
counsel, respectively.
Robert E. Gerber, the legal representative for future claimants of
the Diocese, is represented by the law firm of Joseph Hage
Aaronson, LLC.
DITECH HOLDINGS: $30,000 Hinkle Claim Disallowed
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a Memorandum Decision and Order sustaining the objection of
the Consumer Claims Trustee in the bankruptcy case of Ditech
Holding Corporation with respect to the proof of claim filed by
Charles Hinkle. The Court disallows the Claim.
On June 6, 2019, Mr. Hinkle filed Proof of Claim No. 2191 as an
unsecured claim in the amount of $30,000 against Ditech Holding
Corporation (f/k/a Walter Investment Management Corp.) The
Consumer Claims Trustee seeks to disallow Hinkle's Claim, saying it
was both insufficiently supported with information to establishing
the underlying merits, and filed after the Extended General Bar
Date.
Mr. Hinkle states the basis of the Claim is "[g]oods sold, service
performance." Mr. Hinkle complains that Ditech cancelled his home
insurance but did not refund him his money.
A copy of the Court's decision dated March 1, 2024, is available at
https://tinyurl.com/42d8hedm
About Ditech Holding Corporation
Fort Washington, Pennsylvania-based Ditech Holding Corporation and
its subsidiaries -- http://www.ditechholding.com/-- are
independent servicer and originator of mortgage loans.
Ditech Holding and certain of its subsidiaries, including Ditech
Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19 10412) on
Feb. 11, 2019, after reaching terms with lenders of a Chapter 11
plan that will reduce debt by $800 million.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Houlihan Lokey as investment banker and AlixPartners LLP as
financial advisor. Epiq Bankruptcy Solutions LLC served as claims
and noticing agent.
Kirkland & Ellis LLP and FTI Consulting Inc. served as the
consenting term lenders' legal counsel and financial advisor,
respectively.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases on Feb. 27, 2019. The
creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as
its legal counsel and Goldin Associates, LLC, as its financial
advisor.
On May 2, 2019, the U.S. trustee appointed an official committee of
consumer creditors. The consumers committee tapped Quinn Emanuel
Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as
financial advisor.
On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter
11 bankruptcy plan, which became effective four days later.
DON CHENTE: Seeks to Extend Plan Exclusivity to March 29
--------------------------------------------------------
Don Chente, Inc., asked the U.S. Bankruptcy Court for the Central
District of California to extend its exclusivity period to file a
plan of reorganization and disclosure statement to March 29, 2024.
The Debtor claimed that the biggest issue it is facing are the
various proofs of claims filed by various federal and state tax
agencies, most of which assert priority, unsecured status, for
which the debtor would have to formulate a plan and disclosure
statement that would pay off these claims in full within 5 years.
Recently, the Debtor confirmed through W-2 forms that the debtor
did not have employees for time periods for which federal and state
tax agencies have filed proofs of claims seeking payment of
withholding taxes allegedly owing by the debtor to the tax
agencies. The Debtor intends to file appropriate objections to the
respective claims to obtain an accurate figure owing to the
respective tax agencies.
The Debtor explained that now that it has obtained information, it
is in the process of reviewing all of that information, including
prior tax returns, for the purpose of drafting a plan and
disclosure statement.
Don Chente, Inc. is represented by:
Lazaro E. Fernandez, Esq.
LAW OFFICE OF LAZARO E. FERNANDEZ, INC.
3600 Lime Street, Suite 326
Riverside, CA 92501
Tel: (951) 684-4474
Email: lef17@pacbell.net
About Don Chente
Don Chente Inc. owns and operates Don Chente Bar & Grill, a
Mexican-themed restaurant at 2144 E. Florence Ave., Huntington
Park, Calif.
Don Chente filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11817) on March 27,
2023, with $1 million to $10 million in both assets and
liabilities. Vicente Ortiz, president of Don Chente, signed the
petition.
Judge Ernest M. Robles oversees the case.
The Debtor is represented by the Law Office of Lazaro E. Fernandez,
Inc.
DOUGHP INC: Edward Burr Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 17 appointed Edward Burr of Mac
Restructuring Advisors, LLC as Subchapter V trustee for Doughp,
Inc.
Mr. Burr will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Burr declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Edward Burr
Mac Restructuring Advisors, LLC
10191 E. Shangri La Road
Scottsdale, AZ 85260
Phone: (602) 418-2906
Email: Ted@macrestructuring.com
About Doughp Inc.
Doughp, Inc. is a Las Vegas-based edible cookie dough company,
Doughp filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Nev. Case No. 24-10770) on February 21,
2024, with $50,000 to $100,000 in assets and $1 million to $10
million in liabilities. Kelsey E. Moreira, president, signed the
petition.
Judge Hilary L. Barnes oversees the case.
Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC represents the
Debtor as legal counsel.
EKSO BIONICS: WithumSmith+Brown PC Raises Going Concern Doubt
-------------------------------------------------------------
Ekso Bionics Holdings, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that WithumSmith+Brown PC, the
Company's auditor since 2010, expressed that there is substantial
doubt about the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 4, 2024, San Francisco, CA-based WithumSmith+Brown PC,
said, "The entity has an accumulated deficit at December 31, 2023,
and, since inception, has suffered significant operating losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern."
As of December 31, 2023 and 2022, the Company had an accumulated
deficit of $239.2 million and $223.9 million, respectively. Largely
as a result of significant research and development activities
related to the development of the Company's advanced technology and
commercialization of such technology into its medical device
business. The Company has incurred significant operating losses and
negative cash flows from operations since inception. In the year
ended December 31, 2023, the Company used $12,054 of cash in its
operations. Cash on hand as of December 31, 2023 was $8.64
million.
The Company reported net losses of $15.2 million and $15.1 million
for the years ended December 31, 2023, and 2022, respectively.
Notes Payable, net, borrowings under the Company's secured term
loan agreement with Pacific Western Bank have a liquidity covenant
requiring minimum cash on hand equivalent to the current
outstanding principal balance. As of December 31, 2023, $2 million
of cash must remain as restricted. After considering cash
restrictions, effective unrestricted cash as of December 31, 2023
was approximately $6.64 million.
"Our expectation to generate operating losses and negative
operating cash flows in the future and the need for additional
funding to support our planned operations raise substantial doubt
regarding our ability to continue as a going concern for a period
of one year after the date that the financial statements are
issued. Management intends to raise funds through one or more
financings. However, due to several factors, including those
outside management's control, there can be no assurance that the
Company will be able to complete such financings on acceptable
terms or in amounts sufficient to continue operating the business
under the operating plan. If we are unable to complete sufficient
additional financings, management's plans include delaying or
abandoning certain product development projects, cost reduction
efforts for our products, and refocused sales efforts to accelerate
revenue growth above historical results. We have concluded the
likelihood that our plan to successfully reduce expenses to align
with our available cash, while reasonably possible, is less than
probable. Accordingly, we have concluded that substantial doubt
exists about our ability to continue as a going concern for a
period of at least 12 months from the date of issuance of these
consolidated financial statements."
As of December 31, 2023, the Company has $28.92 million in total
assets, $16.31 million in total liabilities, and $12.61 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/yevwbwvw
About Ekso Bionics Holdings
San Rafael, CA-based Ekso Bionics Holdings, Inc. designs, develops,
and markets exoskeleton products to augment human strength,
endurance and mobility.
EL PESCADOR: Seeks to Extend Plan Exclusivity to March 29
---------------------------------------------------------
El Pescador, Inc., asked the U.S. Bankruptcy Court for the Central
District of California to extend its exclusivity period to file a
plan of reorganization and disclosure statement to March 29, 2024.
The Debtor claimed that the biggest issue it is facing are the
various proofs of claims filed by various federal and state tax
agencies, most of which assert priority, unsecured status, for
which the debtor would have to formulate a plan and disclosure
statement that would pay off these claims in full within 5 years.
Recently, the Debtor confirmed through W-2 forms that the debtor
did not have employees for time periods for which federal and state
tax agencies have filed proofs of claims seeking payment of
withholding taxes allegedly owing by the debtor to the tax
agencies. The Debtor intends to file appropriate objections to the
respective claims to obtain an accurate figure owing to the
respective tax agencies.
The Debtor explained that now that it has obtained information, it
is in the process of reviewing all of that information, including
prior tax returns, for the purpose of drafting a plan and
disclosure statement.
El Pescador, Inc. is represented by:
Lazaro E. Fernandez, Esq.
LAW OFFICE OF LAZARO E. FERNANDEZ, INC.
3600 Lime Street, Suite 326
Riverside, CA 92501
Tel: (951) 684-4474
Email: lef17@pacbell.net
About El Pescador
El Pescador, Inc., conducts business under the name El Lugar del
Mariachi, LLC. The company is based in Carson, Calif.
El Pescador filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11293) on
March 7, 2023, with $1 million to $10 million in both assets and
liabilities. Vicente Ortiz, president of El Pescador, signed the
petition.
Judge Ernest M. Robles presides over the case.
Lazaro E. Fernandez, Esq., at the Law Office of Lazaro E.
Fernandez, Inc. represents the Debtor as counsel.
ENVIVA INC: Errors Found in Previously Filed Quarterly Reports
--------------------------------------------------------------
Enviva Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the management of the Company and its
Board of Directors concluded that the Company's unaudited Condensed
Consolidated Statements of Operations for the first, second, and
third quarters of 2023, previously reported in our Quarterly
Reports on Form 10-Q for the periods ended March 31, June 30, and
Sept. 30, 2023, respectively, should no longer be relied upon.
This conclusion was based principally on the need to correct the
classification of approximately $33 million recoverable from
customers for certain handling costs that the Company incurred at
discharge ports for its wood pellet shipments. These amounts
affected the Restated Periods by approximately $6 million, $7
million, and $20 million for the three months ended March 31, June
30, and Sept. 30, 2023, respectively. The Company determined that
the impact of these errors on prior fiscal years was not material.
The Company typically arranges for shipping services to deliver its
product sales of wood pellets to its customers' discharge ports.
While in transit and at the discharge port, the Company may incur
certain handling costs including demurrage charges which are
associated with the duration of the voyage and any storage costs
due to delays. These handling costs are partially or fully
reimbursable to the Company by the Company's customers. The
Company has an accounting policy to treat product handling costs as
a fulfillment activity which requires such reimbursements of
handling costs to be recognized as product sales revenue, rather
than a reduction to cost of goods sold. However, these
reimbursements have been recorded as a reduction to cost of goods
sold in error.
The impact of correcting the classification of the reimbursements
of handling costs is to increase product sales revenue and cost of
goods sold in equal and offsetting amounts for the Restated
Periods. The correction of the classification for these
reimbursements has no effect on reported loss from operations, net
loss, cash flows, or any liquidity measure.
The Company intends to include restated unaudited Condensed
Consolidated Statements of Operations for the Restated Periods in
its Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2023. In addition, the Company will further revise the financial
statements for the Restated Periods to correct other errors that
are unrelated and immaterial.
The Company has not filed and does not intend to file amended
Quarterly Reports on Form 10-Q for any of the Restated Periods.
Investors and others should rely on the financial information and
other disclosures regarding the Restated Periods included in the
forthcoming 2023 Form 10-K and in subsequent future filings with
the U.S. Securities and Exchange Commission. The Company's
management has discussed the matters disclosed in this current
report with Ernst & Young LLP, the Company's independent registered
public accounting firm.
About Enviva Inc.
Headquartered in Bethesda, MD, Enviva Inc. -- www.envivabiomass.com
-- is a producer of industrial wood pellets, a renewable and
sustainable energy source produced by aggregating a natural
resource, wood fiber, and processing it into a transportable form,
wood pellets. Enviva owns and operates ten plants with an expected
annual production of approximately 5.0 million metric tons in
Virginia, North Carolina, South Carolina, Georgia, Florida, and
Mississippi, and is constructing its 11th plant in Epes, Alabama.
Additionally, Enviva is planning construction of its 12th plant,
near Bond, Mississippi. Enviva sells most of its wood pellets
through long-term, take-or-pay off-take contracts with customers
located primarily in the United Kingdom, the European Union, and
Japan, helping to accelerate the energy transition and to
defossilize hard-to-abate sectors like steel, cement, lime,
chemicals, and aviation. Enviva exports its wood pellets to global
markets through its deep-water marine terminals at the Port of
Chesapeake, Virginia, the Port of Wilmington, North Carolina, and
the Port of Pascagoula, Mississippi, and from third-party
deep-water marine terminals in Savannah, Georgia, Mobile, Alabama,
and Panama City, Florida.
The Company has incurred net losses of $257.8 million and $168.4
million for the nine months ended Sept. 30, 2023 and the year ended
Dec. 31, 2022, respectively, and negative cash flow from operating
activities of $25.6 million and $88.8 million, respectively for the
same periods. As of Sept. 30, 2023, the Company had $315.2 million
in cash and cash equivalents, $125.5 million of restricted cash,
and no availability under its revolving credit facility, resulting
in total liquidity of $440.7 million. The Company said that its
future profitability and liquidity are expected to be negatively
impacted by the following matters which have resulted in
substantial doubt about the Company's ability to continue as a
going concern.
* * *
Moody's Investors Service downgraded Enviva Inc.'s Corporate Family
Rating to Ca from Caa1, the TCR reported on Feb. 29, 2024.
Enviva's Ca CFR reflects expectations for a debt restructuring,
bankruptcy or liquidation following its missed interest payment.
S&P Global Ratings lowered its issuer credit rating on Enviva Inc.
to 'D' from 'CCC-'. S&P said, "The downgrade reflects Enviva's
failure to make its interest payment of a substantial portion of
its outstanding debt, which we consider to be a general default."
As reported by the TCR on Feb. 5, 2024, Fitch Ratings downgraded
Enviva Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from
'CCC-' and removed it from Rating Watch Negative. The downgrade
reflects Enviva's missed Jan. 16 interest payment of $24.4 million
on its $750 million of 6.5% senior notes due 2026.
ENVIVA INC: Obtains Forbearance Extension Until March 11
--------------------------------------------------------
Enviva, Inc. previously entered into forbearance agreements with
certain of the Company's lenders, bondholders, and noteholders
holding the requisite amount of the aggregate principal amount
outstanding or committed under the applicable facilities, which
were set to expire on March 4, 2024.
On March 4, 2024, the Forbearing Counterparties extended the
expiration date of the Forbearance Agreements to March 11, 2024 at
11:59 p.m. New York time unless further extended or terminated
earlier in the event of non-compliance with certain
representations, covenants, and other requirements set forth in the
Forbearance Agreements, as disclosed by the Company in a Form 8-K
filed with the Securities and Exchange Commission.
About Enviva Inc.
Headquartered in Bethesda, MD, Enviva Inc. -- www.envivabiomass.com
-- is a producer of industrial wood pellets, a renewable and
sustainable energy source produced by aggregating a natural
resource, wood fiber, and processing it into a transportable form,
wood pellets. Enviva owns and operates ten plants with an expected
annual production of approximately 5.0 million metric tons in
Virginia, North Carolina, South Carolina, Georgia, Florida, and
Mississippi, and is constructing its 11th plant in Epes, Alabama.
Additionally, Enviva is planning construction of its 12th plant,
near Bond, Mississippi. Enviva sells most of its wood pellets
through long-term, take-or-pay off-take contracts with customers
located primarily in the United Kingdom, the European Union, and
Japan, helping to accelerate the energy transition and to
defossilize hard-to-abate sectors like steel, cement, lime,
chemicals, and aviation. Enviva exports its wood pellets to global
markets through its deep-water marine terminals at the Port of
Chesapeake, Virginia, the Port of Wilmington, North Carolina, and
the Port of Pascagoula, Mississippi, and from third-party
deep-water marine terminals in Savannah, Georgia, Mobile, Alabama,
and Panama City, Florida.
The Company has incurred net losses of $257.8 million and $168.4
million for the nine months ended Sept. 30, 2023 and the year ended
Dec. 31, 2022, respectively, and negative cash flow from operating
activities of $25.6 million and $88.8 million, respectively for the
same periods. As of Sept. 30, 2023, the Company had $315.2 million
in cash and cash equivalents, $125.5 million of restricted cash,
and no availability under its revolving credit facility, resulting
in total liquidity of $440.7 million. The Company said that its
future profitability and liquidity are expected to be negatively
impacted by the following matters which have resulted in
substantial doubt about the Company's ability to continue as a
going concern.
* * *
Moody's Investors Service downgraded Enviva Inc.'s Corporate Family
Rating to Ca from Caa1, the TCR reported on Feb. 29, 2024.
Enviva's Ca CFR reflects expectations for a debt restructuring,
bankruptcy or liquidation following its missed interest payment.
S&P Global Ratings lowered its issuer credit rating on Enviva Inc.
to 'D' from 'CCC-'. S&P said, "The downgrade reflects Enviva's
failure to make its interest payment of a substantial portion of
its outstanding debt, which we consider to be a general default."
As reported by the TCR on Feb. 5, 2024, Fitch Ratings downgraded
Enviva Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from
'CCC-' and removed it from Rating Watch Negative. The downgrade
reflects Enviva's missed Jan. 16 interest payment of $24.4 million
on its $750 million of 6.5% senior notes due 2026.
EQM MIDSTREAM: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned EQM Midstream Partners LP's proposed
senior unsecured notes offering a 'BB'/'RR4' rating. The notes rank
pari passu with EQM's existing and future senior unsecured notes.
Proceeds are expected to be used to repay a portion of the
outstanding borrowing under EQM's revolving credit facility and
general partnership purposes. In addition, Fitch has affirmed EQM's
Long-Term Issuer Default Rating (IDR) at 'BB' and senior unsecured
rating at 'BB'/'RR4'.
Fitch has also removed EQM's IDR from Rating Watch Positive and has
assigned a Stable Rating Outlook. Fitch forecasts 2024 leverage at
approximately 5.3x. Previously, Fitch forecasted 2024 leverage at
4.7x. While Mountain Valley Pipeline's (MVP) near-term completion
will reduce EQM's business risk, leverage is close to the level
where Fitch had stated a negative rating action could occur.
Therefore, Fitch has removed the Positive Watch and has assigned a
Stable Outlook.
The ratings and Stable Outlook do not incorporate any strategic
initiatives that management may pursue in the near term.
KEY RATING DRIVERS
Near-Term Leverage Under Pressure: A large part of EQM's growth and
balance sheet improvement depends on MVP's completion. The project
continues to encounter construction delays and significant cost
overruns after the removal of permitting challenges. Since
construction resumed in August 2023, the pipeline's in-service date
has been postponed by approximately five months with an incremental
total cost of roughly $1 billion.
Fitch believes the MVP joint venture's estimated cost of around
$7.6 billion carries meaningful execution risk. This is because
Fitch believes that construction in winter is more difficult than
other times of the year, and commissioning activities for any
midstream asset carries execution risks that are somewhat unlike
construction risks.
According to Fitch, although leverage should decline once MVP is
operational, there may be a temporary uptick in the leverage ratios
prior to the project completion. Fitch further forecasts a slower
debt repayment in 2024 and 2025 due to potential MVP expansion
capital needs, and reduced cash inflows from MVP as a result of
project postponement and higher project level financing. Fitch
expects the EBITDA leverage ratio to be 5.6x as of YE 2023 and
remain elevated at approximately 5.3x in 2024. Fitch forecasts the
debt reduction to accelerate when MVP expansion is completed
towards the end of Fitch's forecast period.
Fitch's leverage calculations differ from management's, as Fitch
includes the following in its calculations: i) dividends instead of
proportionate EBITDA from MVP joint venture in the EBITDA balance;
ii) 50% of ETRN's preferred shares in the debt balance.
Increasing Cash Flow Stability: EQM's operations are supported by
long-term contracts with firm reservations in the gathering and
transmission segments. Consistent with 2022, approximately 71% of
LTM September 2023 revenues came from firm reservation fees. Fitch
anticipates a growing contribution from firm reservation fees post
project completion and further expansion of the MVP. This contract
structure adds stability to cash flows and protection from
volumetric risk, especially in a soft natural gas price
environment. As of Sept. 30, 2023, the company's firm gathering
contracts and firm transmission and storage contracts have a
weighted remaining life of approximately 13 years and 11 years,
respectively.
Counterparty Credit Profile: EQT is EQM's primary counterparty and
contributed 61% of EQM's 2022 revenue. Fitch expects EQT to remain
EQM's largest customer over the next one to two years, while EQM
continues to provide the producer strategically important midstream
infrastructure. EQT's operational and financial strengths influence
EQM's credit profile due to the strong operational alignment
between the two companies. EQT's rating and Outlook also have
credit implications for EQM. Fitch upgraded EQT's ratings to
investment grade in 2022, which supports EQM's credit profile.
Limited Geographic and Counterparty Diversification: EQM's business
lines and geographic diversity are limited due to its strong ties
with EQT's production in the Appalachian region. Fitch believes
single-basin operators with large customer concentration are
typically exposed to outsized event risk, which could be triggered
by an operating issue at the large customer or any production
volatilities in the single basin.
Despite its location in one of the most prolific gas basins in the
U.S., EQM's growth is constrained by the flat to moderate
production growth of its exploration and production customers over
Fitch's forecast period. Producers in the region continue to
maintain capital discipline and prioritize FCF against the backdrop
of natural gas price volatility, basin takeaway constraints and
macroeconomic uncertainties.
DERIVATION SUMMARY
EnLink Midstream, LLC (BBB-/Stable) is a comparable peer for EQM.
Both companies generate over $1.0 billion in annual EBITDA. EnLink
operates in multiple basins and has a more diverse hydrocarbon
focus. Enlink is volume exposed and has approximately 10% commodity
exposure. EQM's revenues are substantially fee-based and
predominantly supported by firm reservation fees. EQM is subject to
MVP execution risk before the project comes online.
EQM has higher leverage than EnLink. Fitch expects EnLink's 2024
leverage to be approximately 4.0x. Due to the execution challenges
of the multi-year MVP project, Fitch expects EQM's leverage to be
5.3x at YE 2024.
The combined differences in the business and financial profiles
drive the two-notch difference in the rating of the two companies.
KEY ASSUMPTIONS
- Natural gas gathering volumes consistent with Fitch price deck
for Henry Hub prices of $3.25/thousand cubic feet (mcf) in 2024,
$3.00/mcf in 2025, and $2.75/mcf thereafter;
- MVP is in service before 3Q24, and the nonrecourse MVP project
financing occurs shortly after MVP reaches in service;
- Base interest rates per Fitch's Global Economic Outlook;
- 2024 growth capex $75 million higher than management's guidance;
- MVP expansion project completed towards the end of Fitch's
forecast period;
- No dividend growth expected in forecast period;
- No acquisitions, asset sales or equity issuance assumed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage sustained below 4.5x. The leverage is calculated
by referencing Equitrans Midstream Corporation's (ETRN)
consolidated leverage, e.g. adding the deemed debt portion of the
ETRN preferred shares to EQM debt);
- A change in business profile that is credit supportive.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage of over 5.5x for a sustained period;
- Dividend coverage ratio below 1.0x on a sustained basis;
- A change in operating profile such that EQM introduces a material
amount of non-fee-based contracts for its gathering business;
- A change in the financial policies set by ETRN that is materially
adverse to EQM's credit quality.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Satisfactory: As of Sept. 30, 2023, EQM had approximately
$781 million in liquidity. Cash on the balance sheet was about $181
million, and EQM had the ability to borrow approximately $600
million under the $2.16 billion senior unsecured credit facility.
Availability at Sept. 30, 2023 was governed by a leverage covenant
of 5.5x. As of Sept. 30, 2023, EQM was in compliance with its
covenants. Fitch expects EQM to maintain compliance with its
covenants in the near term.
The April 2026 maturity date reflects a one-year extension executed
in October 2023 for the above-mentioned senior unsecured credit
facility. The leverage covenant is being amended in February 2024
such that leverage cannot exceed 5.5x, with a maximum leverage of
6.0x for 1Q24, 6.25x for 2Q24, 5.85 for 3Q24, and 5.5x for 4Q24 and
each fiscal quarter thereafter. Fitch believes these adjustments
provide EQM with headroom during a high MVP-related capex period
and delays to MVP's in-service date slow deleveraging.
ISSUER PROFILE
EQM is a wholly owned subsidiary of Equitrans Midstream Corp. EQM
owns and operates gathering, transmission, and water assets in the
Appalachian basin, providing services to producers, local
distribution companies and marketers.
SUMMARY OF FINANCIAL ADJUSTMENTS
EQM forecast metrics referred to herein are calculated by
referencing ETRN financial statements, with an adjustment for the
preferred shares to reflect a 50% debt treatment and 50% equity
treatment. EBITDA in the forecast metrics reflects cash received
from EQT that is booked as deferred revenue rather than revenue;
when EQT payments eventually transition to where the deferred
revenue is being amortized into revenue, this amortization will be
removed from revenue to arrive at EBITDA.
Regarding unconsolidated affiliates, Fitch calculates midstream
energy companies' EBITDA by use of cash distributions from those
affiliates, rather than, for example, ratable EBITDA from those
affiliates.
ESG CONSIDERATIONS
EQM Midstream Partners, LP has an ESG Relevance Score of '4' for
Exposure to Social Impacts due to continued environmental
permitting challenges for MVP, which has a negative impact on the
credit profile and is relevant to the ratings in conjunction with
other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
EQM Midstream
Partners, LP LT IDR BB Affirmed BB
senior unsecured LT BB New Rating RR4
senior unsecured LT BB Affirmed RR4 BB
EVANGELICAL RETIREMENT: Files Amended Plan; Plan Hearing April 30
-----------------------------------------------------------------
Evangelical Retirement Homes of Greater Chicago, incorporated d/b/a
Friendship Village of Schaumburg submitted a Fourth Amended
Disclosure Statement with respect to Debtor's Fourth Amended
Chapter 11 Plan of Liquidation, dated February 29, 2024.
The Plan is a liquidating Chapter 11 plan based, primarily, on the
sale of substantially all the Debtor's Assets to the Purchaser,
free and clear of all Liens, Claims, encumbrances, or interests, as
well as a separate sale of real estate to The Prime Group, Inc., or
its designee ("Prime Group").
After a careful review of the Debtor's business operations and
liquidity, its status as an ongoing business prior to the Sale
Closing, its current transitional state post-Sale Closing, and
estimated recoveries to creditors in an alternative reorganization
scenario, the Debtor concluded that it will maximize recoveries to
its stakeholders through the Plan, which includes, among other
things, the FSO Settlement and Contribution Agreement, the
establishment of the Former Residents Trust and the Unsecured
Creditor Trust for the benefit of Residents and other unsecured
creditors.
The Debtor's business and Assets, prior to the Sale Closing, were
of significant value that the Debtor was able to realize through
the Chapter 11 sale process and the Sale Closing. The proceeds
obtained through the Sale Closing and the sale of the Huntley
Property will be distributed pursuant to the Plan.
Like in the prior iteration of the Plan, holders of General
Unsecured Claims shall recover their Pro Rata share of any recovery
of the Unsecured Creditor Trust.
Consistent the APA, pursuant to the Sale Order, substantially all
the Assets have been sold to the Purchaser, free and clear of all
Liens, Claims, Encumbrances, and Interests, with all such Liens,
Claims, Encumbrances and Interests attaching automatically to the
Net Sale Proceeds in the same manner, extent, validity and priority
as existed on the Closing Date. Net Sale Proceeds will be
distributed pursuant to the Plan.
Under the PSA, which was approved by the Bankruptcy Court on
January 10, 2024, the Huntley Property was sold and transferred to
Prime Group, free and clear of any Liens, Claims, Encumbrances, and
Interests. The sale closed on or about January 31, 2024.
The Estate received net sale proceeds of approximately $420,000
after payment of closing costs, fees, and satisfaction of debts,
including, without limitation a commission payment to Avison Young
in the amount of $27,000. A portion such net sale proceeds,
totaling $50,000, will be used to fund the Unsecured Creditor Trust
that will be formed for the benefit of certain unsecured creditors,
and the balance of the proceeds will be distributed in accordance
with the Plan and applicable provisions of the Bankruptcy Code.
The Bankruptcy Court has scheduled April 30, 2024 at 9:00 a.m. as
the date of the Confirmation Hearing. To be counted, votes must be
submitted in accordance with the voting instructions, which require
such votes to be made in writing prior to April 18, 2024 at 4:00
p.m. (the "Voting Deadline").
A full-text copy of the Fourth Amended Disclosure Statement dated
February 29, 2024 is available at https://urlcurt.com/u?l=Afna2v
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Trinitee G. Green, Esq.
POLSINELLI PC
2950 N. Harwood, Suite 2100
Dallas, TX 75201
Tel: (214) 397-0030
Fax: (214) 397-0033
E-mail: tggreen@polsinelli.com
- and -
Jeremy R. Johnson, Esq.
POLSINELLI PC
600 3rd Ave., 42nd Fl.
New York, NY 10016
Tel: (212) 684-0199
Fax: (212) 684-0197
E-mail: jeremy.johnson@polsinelli.com
- and -
Bruce Dopke, Esq.
DOPKELAW LLC
1535 W. Schaumburg Rd., Suite 204
Schaumburg, IL 60194
Tel: (847) 524-4811
E-mail: bd@dopkelaw.com
About Evangelical Retirement Homes
of Greater Chicago
Evangelical Retirement Homes of Greater Chicago, Incorporated,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the
petition signed by its chief executive officer, Michael Flynn, the
Debtor disclosed $10 million to $50 million in assets and $100
million to $500 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and
Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as
financial advisor.
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Crane, Simon, Clar & Goodman.
EVERI HOLDINGS: Moody's Puts 'B1' CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed all ratings of Everi Holdings Inc.
on review for upgrade, including its B1 corporate family rating,
B1-PD probability of default rating, Ba2 rating on its existing
senior secured first lien revolving credit facility due 2026, Ba2
rating on its senior secured first lien term loan B due 2028, and
B3 rating on its senior unsecured global notes due 2029. The SGL-2
speculative grade liquidity rating (SGL) remains unchanged.
Previously, the outlook was stable.
The review for upgrade was prompted by the February 29, 2024 [1]
announcement that Everi reached a definitive agreement to combine
with International Game Technology PLC's ("IGT") Global Gaming and
PlayDigital businesses. IGT's Global Gaming and PlayDigital
businesses are separating from IGT via a taxable spin-off and will
then combine with Everi. Everi plans to refinance its existing debt
in conjunction with this transaction. The company expects the
transaction to close in late 2024 or early 2025.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The rating action was motivated by Everi's planned merger with
IGT's Global Gaming and PlayDigital businesses, which if completed,
increases the company's size and scale, and enhances its business
profile with a diverse portfolio including land-based gaming,
sports betting, and fintech solutions. Moody's review will focus on
the combined business' operating performance and integration,
financial strategy, capital structure, and liquidity following the
closing of the transaction. The transaction is subject to
regulatory and shareholder approvals.
As a standalone company, Everi's ratings could be upgraded with an
increase in size and scale, sustained strong positive free cash
flow and debt-to-EBITDA maintained at or below 3.0x. The company's
financial policies would also need to support sustained lower
leverage.
Given the review for upgrade, a downgrade is unlikely at this time.
However, ratings could be downgraded if liquidity deteriorates or
if Moody's anticipate Everi's revenue and earnings to decline. The
ratings could be also downgraded if debt-to-EBITA leverage were
maintained over 4.5x or free cash flow is not comfortably
positive.
Everi Holdings Inc. (NYSE: EVRI) is a provider of video and
mechanical reel gaming content and technology solutions, integrated
gaming payments solutions, compliance and efficiency software, and
loyalty and marketing software and solutions. For the latest
12-month period December 31, 2023, Everi reported revenue of about
$808 million.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
EVOKE PHARMA: Altium Entities Report 9.7% Equity Stake
------------------------------------------------------
Altium Capital Management, LP, Altium Growth Fund, LP, and Altium
Growth GP, LLC disclosed in a Schedule 13G Report filed with the
U.S. Securities and Exchange Commission that as of February 9,
2024, they beneficially owned 822,986 shares of Evoke Pharma,
Inc.'s common stock, representing 9.7% of shares outstanding. This
percentage is based on 8,477,801 shares of Common Stock outstanding
as of February 9, 2024, as set forth in Evoke Pharma's Form
424(b)(4), filed with the Securities and Exchange Commission on
February 9, 2024.
Each entity also reported ownership of 1,013,235 shares of Common
Stock issuable up conversion of Pre-Funded Warrants, 1,838,235
Shares of Common Stock issuable upon exercise of Series A Warrants,
1,838,235 Shares of Common Stock issuable upon exercise of Series B
Warrants, and 1,838,235 Shares of Common Stock Issuable upon
exercise of Series C Warrants.
Pursuant to the terms of the securities purchase agreement entered
into between the Fund and the Issuer, the Fund purchased Common
Stock, Pre-Funded Warrants, Series A Warrants, Series B Warrants
and Series C Warrants (the Pre-Funded Warrants and Series A, B, and
C Warrants collectively the "Warrants.") The Warrants are subject
to Warrant Blockers and as a result cannot exercise the Warrants to
the extent the Reporting Persons would beneficially own, after any
such exercise, more than 4.99% of the outstanding shares of Common
Stock.
A full-text copy of the Report is available at
https://tinyurl.com/46jjvx3m
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke Pharma, Inc. --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The Company is developing Gimoti, a nasal spray
formulation of metoclopramide, for the relief of symptoms
associated with acute and recurrent diabetic gastroparesis. Evoke
Pharma reported a net loss of $8.22 million for the year ended Dec.
31, 2022, compared to a net loss of $8.54 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $7.85
million in total assets, $8.73 million in total liabilities, and a
total stockholders' deficit of $873,775.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated March 21, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
FRANCISCAN FRIARS: Committee Taps Keller Benvenutti Kim as Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Franciscan Friars
Of California, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Keller Benvenutti
Kim LLP as its counsel.
The firm's services include:
(a) providing legal advice to the Committee with respect to
its duties and powers in this Chapter 11 Case;
(b) consulting with the Committee and the Debtor concerning
administration of this Chapter 11 Case;
(c) assisting the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtor, sales under section 363 of the Bankruptcy Code, litigation
relating to any of the foregoing, and any other matter relevant to
this Chapter 11 Case;
(d) assisting the Committee in analyzing the Debtor's capital
structure;
(e) assisting the Committee in evaluating claims against the
estate, including analysis of and possible objections to the
validity, priority, amount, subordination, or avoidance of claims
and/or transfers of property in consideration of such claims;
(f) assisting the Committee in participating in the
formulation and confirmation of a chapter 11 plan, including the
Committee's communications with unsecured creditors concerning such
plan;
(g) assisting the Committee with any effort to request the
appointment of a trustee or examiner;
(h) advising and representing the Committee in connection with
matters generally arising in this Case, including the obtaining of
credit, the sale of assets, and the rejection or assumption of
executory contracts and unexpired leases;
(i) appearing before this Court, any other federal court,
state court or appellate court; and
(j) performing such other legal services as may be required
and which are in the interests of unsecured creditors or otherwise
directed by the Committee.
The firm's hourly rates are as follows:
Tobias S. Keller (Partner) $1,000
Gabrielle L. Albert (Associate) $650
Jullian Sekona (Associate) $425
Colin Mitsuoka (Paralegal Trainee) $200
Tobias Keller, a partner of Keller Benvenutti Kim, assured the
court that the firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
The firm can be reached at:
Tobias S. Keller, Esq.
Gabrielle L. Albert, Esq.
Jullian Sekona, Esq.
KELLER BENVENUTTI KIM LLP
425 Market Street, 26th Floor
Tel: (415) 496-6723
Fax: (650) 636-9251
Email: tkeller@kbkllp.com
jsekona@kbkllp.com
galbert@kbkllp.com
About Franciscan Friars of California, Inc.
The Debtor is a tax-exempt religious organization. The Debtor was
formed to provide religious, charitable, and educational acts,
ministry, and service to the poor.
Franciscan Friars of California, Inc. in Oakland, CA, filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case
No. 23-41723) on December 31, 2023, listing $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Gaa, OFM, president of the Debtor, signed the petition.
Judge William J Lafferty oversees the case.
BINDER & MALTER, LLP serve as the Debtor's legal counsel.
On Jan. 18, 2024, the Office of the United States Trustee appointed
seven survivors of sexual abuse holding claims against the Debtor
to serve on the Committee.
The Committee selected Lowenstein and Keller Benvenutti Kim LLP as
its counsel.
FRANCISCAN FRIARS: Committee Taps Lowenstein Sandler as Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Franciscan Friars
Of California, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Lowenstein
Sandler LLP as its counsel.
The firm will render these services:
(a) advise the Committee with respect to its rights, duties,
and powers in this Chapter 11 Case;
(b) assist and advise the Committee in its consultations and
communications with the Debtor concerning administration of this
Chapter 11 Case;
(c) assist the Committee in analyzing the claims of the
Debtor's creditors, including negotiating and mediating issues
relating to the value and payment of claims held by the Committee's
constituency, which is comprised of Survivors;
(d) assist the Committee in its investigation of what
constitutes property of the estate;
(e) assist the Committee in analyzing the Debtor's capital
structure;
(f) assist the Committee in its investigation of the acts,
conduct, assets liabilities, and financial condition of the Debtor
and of the operation of the Debtor;
(g) assist the Committee in its investigation of the liens and
claims of the holders of the Debtor's prepetition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(h) assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of nonresidential real property and executory contracts, asset
dispositions, financing of other transactions and the terms of any
chapter 11 plan for the Debtor and accompanying disclosure
statement and related plan documents;
(i) assist the Committee in its analysis of insurance policies
procured by the Debtor and negotiations with, or litigation
against, the underlying insurers concerning all matters related to
same;
(j) assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in this
Chapter 11 Case;
(k) represent the Committee at hearings and other
proceedings;
(l) review and analyze applications, orders, statements of
operations, and schedules filed with this Court and advise the
Committee as to their propriety;
(m) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives;
(n) prepare, on behalf of the Committee, any pleadings,
including, without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing as may be necessary in furtherance of the
Committee's interests and objectives in this Chapter 11 Case,
including, without limitation, the preparation of retention
applications and fee applications for the Committee's
professionals, including Lowenstein; and
(o) performing such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties under the
Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Lowenstein Sandler's hourly rates are as follows:
Partners $720 to $1,975
Of Counsel $810 to $1,525
Senior Counsel $630 to $1,495
Counsel $615 to $1,195
Associates $520 to $1,015
Paralegals, Practice Support
and Assistants $195 to $460
Jeffrey Prol, a partner of Lowenstein Sandler, assured the court
that the firm is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey D. Prol, Esq.
LOWENSTEIN SANDLER LLP
One Lowenstein Drive
Roseland, NJ 07068
Telephone: (973) 597-2500
Facsimile: (973) 597-2400
Email: jprol@lowenstein.com
About Franciscan Friars of California, Inc.
The Debtor is a tax-exempt religious organization. The Debtor was
formed to provide religious, charitable, and educational acts,
ministry, and service to the poor.
Franciscan Friars of California, Inc. in Oakland, CA, filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case
No. 23-41723) on December 31, 2023, listing $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Gaa, OFM, president of the Debtor, signed the petition.
Judge William J Lafferty oversees the case.
BINDER & MALTER, LLP serve as the Debtor's legal counsel.
On Jan. 18, 2024, the Office of the United States Trustee appointed
seven survivors of sexual abuse holding claims against the Debtor
to serve on the Committee.
The Committee selected Lowenstein and Keller Benvenutti Kim LLP as
its counsel.
FRANKLIN ENERGY: Moody's Raises CFR to 'B3', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded KAMC Holdings, Inc.'s ("Franklin
Energy") corporate family rating to B3 from Caa1 and the company's
probability of default rating to B3-PD from Caa1-PD. Concurrently,
Moody's affirmed Franklin Energy's backed senior secured first lien
term loan at B3 and assigned a B3 rating to the company's $35
million backed senior secured first lien revolving credit facility,
which was extended to expire February 2026. The outlook is
maintained stable.
The upgrade of the CFR to B3 largely reflects Franklin Energy's
repayment of its $120 million second lien term loan with proceeds
from a preferred equity investment from Funds Managed by Invesco
Senior Secured Management, Inc. ("Invesco"). In addition to the
positive credit implications of this debt repayment, the company's
extension of its revolving credit facility bolsters Franklin
Energy's liquidity profile.
Governance considerations were a key driver of the rating actions.
In Moody's view, Franklin Energy's repayment of debt with preferred
equity financing is indicative of the company's initiatives to
balance its financial strategies to address creditor concerns
regarding its high debt leverage, reflected in the ESG issuer
profile governance score change to G-4 from G-5, which drove an
improvement in Franklin Energy's overall ESG credit impact score to
CIS-4 from CIS-5.
RATINGS RATIONALE
Franklin Energy's B3 CFR is principally constrained by its high
debt-to-EBITDA of 6.8x as of December 31, 2023 and pro forma for
the senior secured second lien debt repayment. The company's credit
quality is also negatively impacted by its high customer
concentration among utilities throughout the US, its small revenue
size and narrow service and product offering in a highly
competitive and fragmented industry. The credit profile benefits
from the company's strong niche market position as the second
largest national energy efficiency program administration provider,
which should allow Franklin Energy to benefit from anticipated
incremental demand opportunities related to the Inflation Reduction
Act and the Infrastructure Investment & Jobs Act. The company's
credit profile is also supported by improving business visibility
stemming from its high customer retention rates and a growing
backlog and sales pipeline.
The B3 first lien bank loan ratings consider both Franklin Energy's
B3-PD PDR and the loss given default assessment of LGD4. The B3
first lien ratings are consistent with the CFR as this bank debt
accounts for the preponderance of Franklin Energy's debt
structure.
Moody's considers Franklin Energy's liquidity profile adequate,
supported by a cash balance of $12.5 million as of December 31,
2023 and pro forma for the preferred equity funding and debt
repayment and Moody's expectation for annual free cash flow of
approximately $15 million over the next 12-15 months. Free cash
flow is expected to sufficiently cover approximately $3 million of
annual required first lien term loan amortization. Franklin
Energy's $35 million revolving credit facility expiring February
2026 had $22.7 million drawn as of December 31, 2023 and pro forma
for the preferred equity funding and debt repayment, leaving
limited additional borrowing capacity. While the first lien term
loan is not subject to financial covenants, the revolving credit
facility is subject to compliance with a maximum first lien net
leverage covenant of 7.3x when revolver utilization is 35% or more.
Moody's anticipates that the covenant will be measured and the
company should be in compliance over the next 12-15 months.
The stable outlook reflects Moody's expectation that Franklin
Energy's revenues and adjusted EBITDA will increase organically at
a mid-single digit pace in 2024, resulting in a moderate
contraction in debt-to-EBITDA toward 6.0x over the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded should the company demonstrate
revenue and earnings growth combined with a commitment to
conservative financial policies such that debt-to-EBITDA is
sustained below 5.5x and annual free cash flow-to-debt is sustained
around 5%.
The ratings could be downgraded if revenue or EBITDA growth slows,
financial strategies become more aggressive, causing debt leverage
to rise from current levels, or liquidity deteriorates.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Franklin Energy, based in Port Washington, Wisconsin and controlled
by affiliates of private equity sponsor of ABRY Partners LLC
("ABRY"), is a provider of outsourced energy efficiency products,
services, and software to utilities throughout the US. Moody's
expects the company to generate revenue of approximately $340
million in 2024.
GAINS CAPITAL: Claims Will be Paid from Property Sale Proceeds
--------------------------------------------------------------
Gains Capital, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Disclosure Statement in support of
Plan of Liquidation dated February 29, 2024.
The was formed in 2017 by its members to own and develop real
estate. It presently owns a single residential property located at
2055 Timberland Dr, Cumming, Forsyth County, Georgia consisting of
0.5 acres more or less and a 3 bedroom, 2 bath house (the "Real
Property").
The Real Property was purchased by the Debtor in May 2023 to
renovate and sell. However, the rapid change in interest rates and
the cost of materials hampered the Debtor's ability to complete its
plan. In the Fall of 2023 the Debtor failed to make its payments to
its secured creditors and the first priority secured creditor
scheduled a foreclosure sale for December 5, 2023.
The Plan is a plan of liquidation and provides for the distribution
of the proceeds from Debtor's liquidation of its assets. The Plan
provides for the classification and treatment of Claims against and
Interests in Debtor. Pursuant to the Plan, Debtor will be dissolved
and all existing interests in Debtor (including all issued and
outstanding membership interests) will be extinguished and
cancelled.
Class 3 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim will receive payment of its claim
in full on the Effective Date of the Plan, without interest. Class
3 is an Impaired Class and Holders of a Class 3 Claim are entitled
to vote on the Plan. The allowed unsecured claims total $100,000.
Class 4 consists of Holders of the Equity Interests. The value of
the Assets is expected to be insufficient to satisfy the Allowed
Claims of Classes 1A, 1B, 1C, 2, and 3 in full. Any funds remaining
after payment of all Allowed Claims (whether classified or
unclassified) will be paid to the Holders of the Equity Interests.
Class 4 is an Unimpaired Class.
The Debtor will market the Real Property for sale either (1)
through a real estate broker employed pursuant to an Order of the
Bankruptcy Court or (2) otherwise reasonably acceptable to the
Class 1 Creditors. The proceeds from the sale of the Real Property
will be held in escrow by counsel for Debtor or another attorney
licensed to practice law and reasonably acceptable to the Class 1
Creditors and disbursed by such counsel in accordance with the
terms of the Plan.
A full-text copy of the Disclosure Statement dated February 29,
2024 is available at https://urlcurt.com/u?l=HDkTk3 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Charles N. Kelley, Jr., Esq.
Kelley & Clements LLP
P.O. Box 2758
Gainesville, GA 30503
Telephone: (770) 531-0007
Email: ckelley@kelleyclements.com
About Gains Capital
Gains Capital LLC was formed in 2017 by its members to own and
develop real estate.
The Debtor filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21361) on Dec.
4, 2023, with as much as $1 million in both assets and liabilities.
Brian McClure, sole member, signed the petition.
Judge James R. Sacca oversees the case.
Kelley & Clements LLP serves as the Debtor's legal counsel.
GALLERIA PAIN: Hires Goldstein & McClintock as Bankruptcy Counsel
-----------------------------------------------------------------
Galleria Pain Physicians, PLLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
Goldstein & McClintock LLLP as its counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued management and operation of its business;
(b) attend meetings and negotiate with representatives of
creditors and other parties involved in the Debtor's Chapter 11
case;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare legal papers;
(e) take any necessary action on behalf of the Debtor to
obtain approval of a disclosure statement and confirmation of the
Debtor's plan of reorganization;
(f) represent the Debtor in connection with obtaining use of
cash collateral and post-petition financing (to the extent
necessary);
(g) advise the Debtor in connection with any potential sale of
assets;
(h) appear before the bankruptcy court, any appellate courts,
and the U.S. trustee; and
(i) perform all other necessary legal services to the Debtor
in connection with the Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
Matthew E. McClintock, Partner $615
Ainsley Moloney, Partner $735
Amrit Kapai, Partner $475
Senior Partners $385 - $895
Legal Assistants and Law Clerks $170 - $235
In addition, the firm will seek reimbursement for expenses
incurred.
Matthew McClintock, Esq., a partner at Goldstein & McClintock,
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:
Matthew E. McClintock, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
111 W. Washington Street, Suite 1221
Chicago, IL 60602
Telephone: (312) 337-7700
Facsimile: (312) 277-2310
Email: mattm@goldmclaw.com
About Galleria Pain Physicians, PLLC
Galleria Pain Physicians, PLLC is a provider of health care
services in Texas. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30130) on
January 11, 2024. In the petition signed by Brent Callister,
authorized representative, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Judge Jeffrey P. Norman oversees the case.
Matthew E. McClintock, Esq., at GOLDSTEIN & MCCLINTOCK LLLP,
represents the Debtor as legal counsel.
GAUCHO GROUP: Sues 3i LP, Two Others Over Securities Violation
--------------------------------------------------------------
Gaucho Group Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S Securities and Exchange Commission that the Company
filed a complaint in the United States District Court for the
District of Delaware alleging 3i, LP, 3i Management LLC, and Maier
Joshua Tarlow engaged in an unlawful securities transaction with
the Company as an unregistered dealer under U.S. securities laws.
A copy of the complaint is available at
https://tinyurl.com/37sxjje2
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
mission has been to source and develop opportunities in Argentina's
undervalued luxury real estate and consumer marketplace. The
Company has positioned itself to take advantage of the continued
and fast growth of global e-commerce across multiple market
sectors, with the goal of becoming a leader in diversified luxury
goods and experiences in sought after lifestyle industries and
retail landscapes. With a concentration on fine wines
(algodonfinewines.com & algodonwines.com.ar), hospitality
(algodonhotels.com), and luxury real estate
(algodonwineestates.com) associated with its proprietary Algodon
brand, as well as the leather goods, ready-to-wear and accessories
of the fashion brand Gaucho - Buenos Aires (gaucho.com), these are
the luxury brands in which Argentina finds its contemporary
expression.
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.
GEORGINA FALU: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
Georgina Falu Co, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of New York a Disclosure Statement describing
Plan of Reorganization dated February 29, 2024.
The Debtor is engaged in the consulting business, with its
principal, Dr. Georgina Falu, having counseled over 58 businesses
over the years.
The Debtor is a New York limited liability company with its
corporate office located at 175 W 95th Street, 25B, New York, New
York 10025 and its business comprises of 2 components. The first
component is the Debtor's consulting business, which is overseen by
Dr. Georgina Falu, the Debtor's principal.
The second component is the Debtor's ownership and management of
the real property commonly known as 329 East 118th Street, New
York, New York 10035, identified under Block 1795, Lot 16, in the
Borough of Manhattan (the "Property"). The Property contains 4
residential apartments, which the Debtor leases in exchange for
rent. Currently, the Debtor is collecting rent from 2 tenants, with
the other 2 tenants not paying their rent.
As emphasized throughout the Plan, the Debtor's goals are twofold.
First, to sell the Property and pay all Allowed Claims secured
against the Property in full from the sale proceeds. And second, to
make a distribution to unsecured creditors from any remaining net
sale proceeds.
To that end, the Debtor has retained MYC & Associates, Inc., which
has been marketing the Property so as to achieve the highest
possible sale price and to maximize value to the Debtor's estate.
The commission to MYC, which is subject Bankruptcy Court approval,
will be paid by the purchaser of the Property as a Buyer's Premium.
Also, in accordance with the Order retaining MYC, Velocity will be
advised contemporaneously by counsel to the Debtor as to all offers
received with respect to the Property.
Class 5 consists of General Unsecured Claims. In full satisfaction,
settlement, release and discharge of such Claims, Class 5 Claimants
shall receive a 100% distribution from the net proceeds of the sale
of the Property to be paid within 30 days after the Effective Date
together with interest at the federal judgment rate in effect on
the date the confirmation order is entered.
In the event that there are insufficient funds from the closing to
pay those Claims, they shall be paid in full in equal quarterly
payments over 2 years from the Effective Date of the Plan with
interest at the federal judgment rate in effect on the date the
confirmation order is entered. Class 5 Claimants are unimpaired,
are not eligible to vote on the Plan and are deemed to have
accepted the Plan. The allowed unsecured claims total $5,141.94.
Class 6 Claimants shall retain all existing pre-petition Equity
Interests in the Debtor effective as of the Effective Date. Class 6
Claimants are unimpaired, are not eligible to vote on the Plan and
are deemed to have accepted the Plan.
The Plan shall be funded by the sale of the Property, the net
proceeds from the sale of the Property, and any cash on hand with
the Debtor, if necessary.
A full-text copy of the Disclosure Statement dated February 29,
2024 is available at https://urlcurt.com/u?l=uGcbW1 from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Avrum J. Rosen, Esq.
Alex E. Tsionis, Esq.
Law Offices of Avrum J. Rosen, PLLC
38 New Street
Huntington, NY 11743
Tel: (631) 423-8527
About Georgina Falu Co
Georgina Falu Co, LLC, in New York, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
23-11004) on June 27, 2023, listing $2,430,026 in assets and
$1,497,164 in liabilities. Georgina Falu as CEO, signed the
petition.
Judge Michael E. Wiles oversees the case.
THE LAW OFFICES OF CHARLES A. HIGGS serves as the Debtor's legal
counsel.
GODADDY OPERATING: Moody's Affirms 'Ba2' CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed GoDaddy Operating Company, LLC's
Ba2 corporate family rating, Ba2-PD probability of default rating,
Ba1 senior secured first lien credit facility (consisting of the
$1.0 billion revolver expiring November 2027, $746 million term
loan B4 due August 2027 and $1.75 billion term loan due November
2029) rating and Ba3 senior unsecured rating. Moody's also withdrew
the Ba1 rating on the senior secured first lien term loan B5 due
2029. GoDaddy's SGL-1 liquidity rating is unchanged. The outlook is
stable.
The ratings actions are based on continued strong operating and
financial performance that has led to debt to EBITDA of around 4.5x
and sustained free cash flow to debt of over 20%. Moody's expects
strong earnings will be supported by revenue growth and stable
EBITDA margins in a low 20s% range.
RATINGS RATIONALE
GoDaddy's Ba2 CFR reflects the company's: i) leading market
position as the largest domain name registrar, with a strong and
expanding global brand presence and differentiated valued
offerings; ii) highly recurring and predictable subscription
revenue generated from a loyal and growing base of more than 21
million customers; iii) Moody's expectation for annual organic
revenue growth at least in the mid single digit area; iv) very good
liquidity, including annual free cash flow approaching $1 billion
and free cash flow-to-debt in excess of 20% over the next 12-18
months; and v) Moody's expectation that GoDaddy will operate within
management's publicly stated net debt to cash EBITDA target of
2.0-4.0x. The company has reduced financial leverage faster than
Moody's had previously anticipated, with debt-to-EBITDA at 4.5x for
the twelve months ending September 30, 2023.
All financial metrics cited reflect Moody's standard adjustments.
GoDaddy's credit profile is constrained by: i) its high
debt-to-EBITDA leverage and aggressive shareholder-friendly
activities; ii) its operating within the mature, intensely
competitive and rapidly evolving web services industry that has low
barriers to entry; iii) significant investments required to attract
and retain customers, develop new technologies and increase brand
awareness; and iv) a high cost structure relative to its peers that
results in lower profitability.
Moody's expects the company to generate almost $1,000 million in
free cash flow over the next 12 to 18 months and together with no
revolver borrowings under its $1 billion revolver, GoDaddy has
strong liquidity, as reflected in SGL-1 liquidity rating. Cash
balance at the end of 2023 was approximately $459 million. GoDaddy
has sufficient liquidity to service its approximately $25 million
in annual term loan amortization. There is a springing financial
covenant that requires the company to maintain a net secured
leverage ratio of 5.75x when revolver usage exceeds 40% of the
maximum capacity. Moody's expects the company to be able to comply
with this covenant comfortably should it be tested. The strength of
GoDaddy's operating performance, credit metrics, and liquidity
position GoDaddy firmly at the Ba2 CFR.
The company's capital structure includes senior secured first lien
credit facilities and senior unsecured notes. First-lien debt
capital comprises a $1.75 billion term loan due November 2029, an
undrawn, $1.0 billion revolver expiring in November 2027, and
approximately $746 million B term loan maturing in August 2027.
Unsecured debt consists of a $600 million and an $800 million
senior notes issuance due 2027 and 2029, respectively.
The Ba1 senior secured rating benefits from a first-priority
security interest in substantially all assets of the borrower and
material domestic guarantor subsidiaries and first-loss support
from the unsecured notes.
The Ba3 senior unsecured rating reflects effective subordination to
the senior secured first-lien credit facilities. The senior
unsecured notes due 2027 are guaranteed obligation of GD Finance
Co, LLC. The respective one-notch-above and one-notch-below
differential for the secured and unsecured debt ratings relative to
the CFR reflects the proportion of first-lien debt versus debt
subordinated to it in the capital structure. An increase in the
proportion of secured debt to total debt could pressure the
unsecured rating.
GoDaddy's stable outlook reflects Moody's expectation of organic
revenue growth in the mid single digit area, annual free cash flow
approaching $1 billion over the next 12-18 months and maintenance
of measured financial policies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if GoDaddy expands its revenue scale
and earnings growth remains high such that Moody's expects debt to
EBITDA to remain below 3.5x, EBITA to interest to stay above 4x and
free cash flow to debt 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 Moody's anticipates revenue
growth rates will decelerate, higher subscriber churn, weaker
market share, debt to EBITDA will be sustained above 4.5x, free
cash flow declines below 10% of total debt for an extended period,
or if financial strategies become more aggressive.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Go Daddy Operating Company, LLC headquartered in Tempe, Arizona, is
an indirect subsidiary of publicly-traded GoDaddy Inc. (NYSE:
GDDY), a provider of domain name registration, web hosting and
other services to small business. Moody's expects GoDaddy will
generate revenue of approximately $4.45 billion in 2024.
HAWAIIAN HOLDINGS: Stockholders OK'd Alaska Air Merger
------------------------------------------------------
Hawaiian Holdings, Inc. has announced that its stockholders have
voted to adopt the merger agreement with Alaska Air Group, Inc.
A substantial majority of the holders of Hawaiian's stock voted in
favor of the merger, according to preliminary results from the
special meeting held on February 16, 2024.
"Stockholder approval of our transaction with Alaska is an
important milestone toward combining our airlines," said Hawaiian
Airlines President and CEO Peter Ingram. "Together, we will bring
stronger competition to the U.S. airline industry, deliver more
value to our guests and the communities that we serve, and provide
greater job opportunities for our employees."
The transaction remains subject to receipt of required regulatory
approvals, along with other customary closing conditions. Hawaiian
and Alaska continue to expect to complete the transaction within 12
to 18 months of the announcement of the transaction, which occurred
on December 3, 2023.
A full-text copy of the Company's Report is available at
https://tinyurl.com/344dejsv
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities.
* * *
On November 15, 2023, Egan-Jones Ratings Company retained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Hawaiian Holdings.
HAYWARD INDUSTRIES: Moody's Affirms 'B1' CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed Hayward Industries, Inc.'s
ratings, including the B1 Corporate Family Rating, the B1-PD
Probability of Default Rating, and the B2 ratings on the company's
senior secured first lien term loans due 2028. Moody's upgraded the
company's speculative grade liquidity rating to SGL-1 from SGL-2.
The outlook is stable.
The ratings affirmation reflects Hayward's strong market position
in the pool equipment industry and stability provided by the large
aftermarket business, which the company estimates represents about
80% of revenue. The company's good EBITDA margin remains in the
mid-20s percentage range despite ongoing pool industry demand
headwinds, supported by product quality, the importance of the
products to pool operation and the company's cost vigilance. The
healthy EBITDA margin supports continued good free cash flow
generation and very good liquidity, and helps the company manage in
a period of weaker end market demand and execute its plans to
reduce elevated financial leverage. Hayward's financial policy that
targets a net debt-to-EBITDA leverage ratio of 2.0x to 3.0x
(company calculation; 3.7x as of the end of fiscal 2023) should
support capital allocation discipline and a focus on deleveraging
over the next year.
Hayward's sales and profitability declined and its credit metrics
weakened in fiscal 2023 due to the ongoing pool industry downturn
and channel inventory de-stocking amid weakening consumer demand.
Inflationary pressures and higher borrowing rates are weakening
consumer demand for residential pools and related products. In
fiscal 2023, Hayward reported a revenue decline of about 25% and
its company-adjusted EBITDA declined by about a third versus the
prior year. As a result, debt/EBITDA (all ratios are
Moody's-adjusted unless otherwise stated) leverage is high at 4.8x
as of fiscal 2023, up from 3.2x at the end of fiscal 2022. Despite
these challenges, the company's EBITDA margin remains in the
mid-20s percentage range, which helped support good free cash flow
of $178 million in fiscal 2023. Hayward's cash balance increased to
$178 million as of December 31, 2023.
Moody's anticipates that demand headwinds affecting the pools
industry will persist in 2024, but that lower channel inventory
levels going into 2024 will support a stabilization of re-ordering
patterns from Hayward's customers. As a result, Moody's projects
the company's debt/EBITDA will gradually improve towards 4.0x over
the next 12-18 months, and that a stable EBITDA margin will support
free cash flow of over $125 million in fiscal 2024. However, there
is uncertainty around the depth and duration of the ongoing
downturn in the pools market, and Hayward's ability to growth sales
and earnings amid weakening demand. Risks to Hayward's business
remain high due to its exposure to the cyclical pools market and
discretionary consumer spending. US existing home sales remain well
below pre-pandemic levels and repair and remodel activity is
moderating amid rising borrowing costs and inflationary pressures.
The upgrade of the company's speculative grade liquidity rating to
SGL-1 from SGL-2 reflects Hayward's very good liquidity supported
by growth in its healthy cash balance, strong free cash flow
generation, and good availability under its undrawn $425 million
asset based lending (ABL) revolver facility due 2026. The company
had $256.5 million of availability under the undrawn ABL revolver
as of December 31, 2023, after accounting for borrowing base and
other restrictions. The cash balance increased to $178 million at
the end of 2023 from $56 million at the end of 2022 due to free
cash flow, and the company also has $25 million of marketable
securities. The cash balance provides financial flexibility to fund
seasonal working capital investments without utilizing the
revolver, and Moody's expects free cash flow to exceed $125 million
in 2024 factoring in growth investments and capital expenditures.
The cash and free cash flow also provide financial flexibility to
fund additional debt repayment to aide deleveraging.
RATINGS RATIONALE
Hayward's B1 CFR broadly reflects its strong market position and
good brand awareness in the North American pool equipment industry,
and its growing presence internationally. The company estimates its
large aftermarket business represents about 80% of sales and it
estimates that 50% of sales relate to non-discretionary maintenance
and repairs, which provides some revenue stability. Hayward's good
EBITDA margin is supported by product quality, importance to pool
operation and cost vigilance, and translates into good free cash
flow generation. The company's very good liquidity provides the
company flexibility to manage the cyclical slowdown, reinvest in
the business and execute its plans to reduce leverage.
Hayward's credit profile also reflects its narrow product focus as
a manufacturer of pool equipment, and the inherent exposure to
cyclical downturns given the discretionary nature of pool products.
The company is also exposed to cyclicality related to new pool
construction, mitigated partially by its large aftermarket sales.
The pool industry is facing ongoing demand headwinds driven by
lower new pool starts and consumers being choosy with discretionary
spending amid the elevated inflation of recent years. The demand
for pools and related equipment was abnormally high during the
pandemic and is deflating though the higher installed base provides
ongoing support to aftermarket sales. Hayward's debt/EBITDA
leverage (all ratios are Moody's-adjusted unless otherwise stated)
is high at 4.8x as of fiscal 2023. The company's financial policy
targeting a net leverage ratio of 2.0x to 3.0x (company
calculation; 3.7x at the end of fiscal 2023) indicates a focus on
reducing leverage that was pushed higher by the earnings downturn.
There is uncertainty around the depth and duration of the ongoing
slowdown in the pools market, particularly following the elevated
consumer demand during the coronavirus pandemic. Hayward has high
customer concentration with its top customer, Pool Corporation,
accounting for 36% of net sales in fiscal 2023, and its cash flows
are highly seasonal.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects that Hayward's resilient and good
EBITDA margin supports good free cash flow generation, which helps
mitigate its high financial leverage and supports its very good
liquidity. The anticipated good free cash flow provides significant
cushion to fund seasonal working capital investments and capital
expenditures, and provides financial flexibility to navigate the
ongoing industry demand headwinds and execute the deleveraging
plans.
The ratings could be upgraded if the company increases its revenue
scale and demonstrates consistently positive organic revenue growth
while maintaining a stable EBITDA margin in the mid-20s percentage
range, debt/EBITDA is sustained below 3.25x, and free cash
flow/debt is sustained above 10%. A ratings upgrade would also
require Moody's to expect that the company will maintain moderate
financial policies that sustain credit metrics at the above
levels.
The ratings could be downgraded if revenue and EBITDA do not
stabilize, free cash flow is not comfortably positive on an annual
basis, or debt/EBITDA is sustained above 4.25x. The ratings could
also be downgraded if liquidity deteriorates, such as increasing
reliance on the revolver, or if the company pursues a debt-financed
acquisition or shareholder distributions that increase leverage.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Hayward Industries, Inc. is a manufacturer of swimming pool
equipment including pumps, heaters, sanitizers, filters, cleaners,
liners and more. Hayward also manufactures equipment that controls
the flow of fluids for various industrial end markets. The
company's largest market is the U.S. (over two thirds of sales).
Revenue for fiscal year December 31, 2023 was $992.4 million.
Following the March 2021 initial public offering, private equity
sponsor MSD Partners, L.P. owns approximately 33% of Hayward's
shares, as of December 31, 2023.
HELIUS MEDICAL: Gets HCPCS Codes for PoNS Mouthpiece and Controller
-------------------------------------------------------------------
Helius Medical Technologies, Inc. announced that the Centers for
Medicare & Medicaid Services ("CMS") has assigned Healthcare Common
Procedure Coding System ("HCPCS") Level II codes A4593,
"Neuromodulation stimulator system, adjunct to rehabilitation
therapy regime" to describe the PoNS controller and A4594,
"Neuromodulation stimulator system, adjunct to rehabilitation
therapy regime, mouthpiece each" to describe the PoNS mouthpiece.
The new HCPCS codes will be effective April 1, 2024.
"PoNS Therapy is life-changing for people who suffer gait
impairment due to MS and we're pleased that CMS understood the
benefits of this innovative treatment by establishing HCPCS codes
for both the PoNS mouthpiece and controller. This marks a critical
reimbursement and access milestone and provides Helius the ability
to begin negotiating reimbursement with third-party payers using
these unique HCPCS codes. We believe there is a reasonable
likelihood that at the public meetings this summer CMS will
determine a reimbursement amount for each of the PoNS controller
and mouthpiece to take effect on October 1, 2024," stated Helius'
President and Chief Executive Officer, Dane Andreeff.
"As we pursue widespread reimbursement for PoNS Therapy, we have
continued to manage our cash burn. With the recently announced
$1.5 million of net proceeds from the sale of shares of our common
stock under our ATM program at an average share price of $9.17 per
share, our cash runway has been extended into the third quarter of
this year. Once we establish reimbursement for PoNS, we believe we
will be able to expand reimbursement across third-party payers and
have a pathway to positive cash flow as we continue to pursue
authorization for stroke in the U.S.," concluded Andreeff.
PoNS is indicated for use in the United States as a short-term
treatment of gait deficit due to mild-to-moderate symptoms from MS
and is to be used as an adjunct to a supervised therapeutic
exercise program. The Company is also seeking marketing
authorization under PoNS's breakthrough designation for stroke in
the United States, where over five million stroke survivors are
affected by walking and balance disability. In Canada, PoNS is
authorized to treat balance impairment due to MS, stroke and
mild-to-moderate traumatic brain injury.
About Helius Medical
Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/
-- is a neurotech company in the medical device field focused on
neurologic deficits using orally applied technology platform that
amplifies the brain's ability to engage physiologic compensatory
mechanisms and promote neuroplasticity, improving the lives of
people dealing with neurologic diseases.
Helius Medical reported a net loss of $14.07 million for the year
ended Dec. 31, 2022, compared to a net loss of $18.13 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$8.85 million in total assets, $5.83 million in total liabilities,
and $3.02 million in total stockholders' equity.
Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 9, 2023, citing that the Company has recurring
losses from operations, an accumulated deficit, expects to incur
losses for the foreseeable future and requires additional working
capital, thus raising substantial doubt about the Company's ability
to continue as a going concern.
As of September 30, 2023, the Company had cash, cash equivalents
and warrant proceeds receivable from the issuance of Common Stock
of $7.0 million. For the nine months ended September 30, 2023, the
Company had an operating loss of $10.2 million, and as of September
30, 2023, its accumulated deficit was $158.9 million. For the nine
months ended September 30, 2023, the Company had $0.5 million of
net revenue from the commercial sale of products. The Company
expects to continue to incur operating losses and net cash outflows
until such time as it generates a level of revenue to support its
cost structure. There is no assurance that the Company will
achieve profitable operations, and, if achieved, whether it will be
sustained on a continued basis. These factors indicate substantial
doubt about the Company's ability to continue as a going concern
within one year after the date the consolidated financial
statements were filed, Helius said in its Quarterly Report for the
period ended Sept. 30, 2023.
HILLMAN GROUP: Moody's Affirms 'B1' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed The Hillman Group Inc.'s ratings
including its B1 Corporate Family Rating, its B1-PD Probability of
Default Rating, and the B1 rating on the company's senior secured
first lien credit facility consisting of a $835 million original
principal amount first lien term loan due 2028 and a $200 million
delayed draw first lien term loan due 2028. The outlook was changed
to stable from negative, and the company's speculative grade
liquidity rating was upgraded to SGL-1 from SGL-2.
The ratings affirmation reflects Hillman's improved credit metrics
following better profitability and good free cash flow generation
despite housing market pressures and headwinds impacting consumer
discretionary spending. Hillman's revenue was flat year-over-year
at around $1.5 billion in fiscal 2023, however, its profitability
improved with a company-adjusted EBITDA growth of 4.4% over the
same period. Sales growth and profitability improvement in the
company's Hardware Solutions and Robotics and Digital Solutions
segments more than offset weaker operating results in the Canadian
segment. Hillman's stable revenue with good earnings growth and
inventory reduction contributed to strong free cash flow
generation, which supported a debt reduction of $160 million in
fiscal 2023. As a result, Hillman's debt/EBITDA leverage (all
ratios are Moody's-adjusted unless otherwise stated) improved to
3.8x as of fiscal year end December 30, 2023, down from 4.6x as of
fiscal 2022. Hillman has a publicly stated financial policy that
targets a net leverage ratio (based on company's calculation) of
under 3.0x, which was at 3.3x as of fiscal 2023. The company
anticipates its net leverage ratio (based on company's calculation)
will improved to 2.7x by end of fiscal 2024, benefitting from
continued earnings growth and its expectation of free cash flow of
$100 million to $120 million. Moody's expects Hillman's debt/EBITDA
to gradually improve towards 3.5x over the next 12-18 months driven
by both higher earnings and from debt reduction as the company
prioritizes free cash flow towards debt repayment.
The company's speculative grade liquidity SGL-1 reflects Moody's
expectation that Hillman will maintain very good liquidity over the
next 12-18 months. Liquidity is supported by the company's cash
balance of $38.5 million and about $247 million available on its
undrawn $375 million asset based lending (ABL) revolver due July
2027 (unrated) as of December 30, 2023, as well as Moody's
expectations of free cash flow of at least $100 million in fiscal
2024.
Still, risks to Hillman's business remain high due to its exposure
to the cyclical housing market and discretionary consumer spending.
US existing home sales remain well below pre-pandemic levels and
repair and remodel activity is moderating amid rising borrowing
costs and inflationary pressures. There is uncertainty around the
sustainability of demand for the company's products if demand
headwinds persist for a prolonged period.
The stable outlook reflects that Hillman's improved credit metrics
and very good liquidity provide financial flexibility to navigate a
challenging operating environment and to fund business investments
over the next 12-18 months.
RATINGS RATIONALE
Hillman's B1 CFR broadly reflects the relatively stable demand for
its products as a result of their replenishment nature and low
price points, which help to somewhat mitigate its exposure to
cyclical downturns. The company has long-standing relationships
with well-recognized retailers, good geographic diversification
within the US and Canada, and an expanding product offering through
acquisitions. Hillman benefits from product diversification
provided by the growing Robotics and Digital Solutions segment, and
the healthy backlog for its key duplicating and knife sharpening
machines. The company's very good liquidity reflects Moody's
expectation for annual free cash flow of over $100 million over the
next 12-18 months, and ample availability under the company's
revolver due 2027.
The rating also reflects Hillman's exposure to cyclicality in the
housing market and discretionary consumer spending. The company's
debt/EBITDA leverage is high at 3.8x as of the fiscal year end
2023, and Hillman faces demand headwinds from weakening US housing
market and consumer discretionary spending. Hillman has high
customer concentration and high growth capital expenditures that
constrain free cash flow generation, however the company has the
flexibility to pare back growth investments during periods of weak
demand.
Hillman'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 is mainly driven by the company's exposure to governance
risks reflecting its aggressive financial strategy that includes
operating with high financial leverage given the company's cyclical
exposure. The company has some exposure to environmental and social
risks though these have lesser influence on the CIS score.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates
consistent organic revenue growth alongside EBITDA margin
expansion, debt/EBITDA is sustained below 3.5x, and FCF/debt is
sustained above 15%. A ratings upgraded would also require at least
good liquidity, and Moody's expectations of balanced financial
policies that support credit metrics sustained at the above
levels.
The ratings could be downgraded if operating performance
deteriorates with consistent declines in revenue or profit margin
deterioration, debt/EBITDA is sustained above 4.5x, or
EBITDA/interest is below 2.75x. Additionally, a downgrade could
occur if liquidity deteriorates with weaker than anticipated free
cash flow or high reliance on revolver borrowings.
The Hillman Group Inc. headquartered in Cincinnati, OH, is a
product and services provider in the hardware and home improvement
industry. The company sells hardware including fasteners, rods,
keys, tags and signs to retailers in the United States, Canada,
Mexico, Latin America, and the Caribbean, and provides related
services, including installing and maintaining key duplication and
engraving machines. Hillman reported revenue of approximately $1.5
billion for the fiscal year ending December 30, 2023. Hillman
Solutions Corp. is the indirect parent of The Hillman Group Inc.,
and its shares are listed on the Nasdaq stock exchange under the
ticker symbol "HLMN" following the July 2021 going public
transaction.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
HORNBLOWER HOLDINGS: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Hornblower
Holdings, LLC and its affiliates.
The committee members are:
1. Angela Composto
c/o Stuart J. Miller
100 Church Street, 8th Floor
New York, NY 10007
Angela.composto2375@gmail.com
stuart@lankmill.com
2. Ryan Landry
Mr. Row, LLC (SeaTran Marine)
107 Highway 90 W
New Iberia, LA 70560
ryan@seatranmarine.com
3. Eric Blum
Pleasant Holidays
3333 Fairview Road, A451
Costa Mesa, CA 92626
Blum.Eric@ace.aaa.com
4. Joe Scott
Easton Coach Company
310 West Johnson Highway, Suite 104
Norristown, PA 19401
jscott@eastoncoach.com
5. Dane Fish
Vacations to Go Inc.
5851 San Felipe Street, Suite 500
Houston, TX 77057
dfish@vacationstogo.com
6. Emmanuel Cotrel
FMC GlobalSat Inc.
1200 E. Las Olas Blvd., 3rd Floor
Fort Lauderdale, FL 33301
ecotrel@fmcglobalsat.com
7. Eva Engelhart
The Peabody Memphis
149 Union Avenue
Memphis, TN 38103
eengelhart@rossbanks.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 Hornblower Holdings
Hornblower Holdings, LLC and its affiliates filed Chapter 11
petitions (Bankr. S.D. Texas Lead Case No. 24-90061) on Feb. 21,
2024. At the time of the filing, Hornblower reported $500 million
to $1 billion in assets and $1 billion to $10 billion in
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind,
Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner
Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
restructuring advisor. Omni Agent Solutions, Inc. is the Debtor's
notice and claims agent and administrative advisor.
INNOVATE CORP: Approves Pricing for Rights Offering
---------------------------------------------------
Innovate Corp. announced that it has approved the pricing for its
previously announced rights offering.
The Company will distribute to each holder of the Company's common
stock as of March 6, 2024, one transferable subscription right to
purchase 0.2858 shares of the Company's common stock at a price of
$0.70 per whole share. Holders of the Company's existing preferred
stock and convertible notes that are entitled to participate in
dividend distributions to holders of the Company's common stock
will also be entitled to participate in the rights offering. The
offering will expire at 5:00 PM Eastern Time on March 25, 2024,
unless extended by the Company. The Company expects to mail
subscription rights certificates evidencing the rights and a copy
of the prospectus supplement for the offering to record date
stockholders beginning on March 8, 2024.
The rights offering will be made pursuant to INNOVATE's effective
shelf registration statement on Form S-3, filed with the SEC on
Sept. 29, 2023 and declared effective on Oct. 6, 2023, and a
prospectus supplement containing the detailed terms of the rights
offering to be filed with the SEC.
About Innovate
New York-based Innovate -- www.innovatecorp.com -- is a diversified
holding company that has a portfolio of subsidiaries in a variety
of operating segments. The Company seeks to grow these businesses
so that they can generate long-term sustainable free cash flow and
attractive returns in order to maximize value for all stakeholders.
As of Dec. 31, 2023, its three operating platforms or reportable
segments, based on management's organization of the enterprise, are
Infrastructure, Life Sciences and Spectrum, plus our Other segment,
which includes businesses that do not meet the separately
reportable segment thresholds.
Innovate incurred a net loss of $38.9 million in 2023, compared to
a net loss of $42 million in 2022. As of Dec. 31, 2023, the
Company had $1.04 billion in total assets, $1.18 billion in total
liabilities, $15.4 million in total temporary equity, and a total
stockholders' deficit of $151.7 million.
Innovate disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Feb. 26, 2024, it received a written
notice from the New York Stock Exchange that it was not in
compliance with the continued listing standard set forth in Section
802.01C of the NYSE's Listed Company Manual, as the average
closing
price of the Company's common stock was less than $1.00 per share
over a consecutive 30 trading-day period.
* * *
As reported by the TCR on May 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P
said, "We expect Innovate to maintain less than adequate liquidity
over the next 12 months. This reflects our expectation that while
the company has enough liquidity to continue operating for the next
12 months, we believe the cushion is very thin and could quickly
erode."
INNOVATE CORP: Incurs $38.9 Million Net Loss in 2023
----------------------------------------------------
Innovate Corp. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $38.9
million on $1.42 billion of revenue for the year ended Dec. 31,
2023, compared to a net loss of $42 million on $1.64 billion of
revenue for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $1.04 billion in total assets,
$1.18 billion in total liabilities, $15.4 million in total
temporary equity, and a total stockholders' deficit of $151.7
million.
For the fourth quarter of 2023, Innovate reported a net loss
attributable to common stockholders of $9.6 million, or $0.12 per
fully diluted share, compared to a net loss of $7.0 million, or
$0.09 per fully diluted share, for the prior year quarter. The
increase in net loss was primarily due to an increase in interest
expense from higher interest rates, increased amortization of debt
issuance costs on the debt, and higher outstanding principal
balances at all segments, as a result of new debt issued subsequent
to the comparable period, an increase in net loss from our Life
Sciences segment primarily as a result of higher equity method
losses recognized from Pansend's investment in MediBeacon due to
additional investments during 2023, which resulted in previously
suspended losses being recognized as the investment's carrying
amount was reduced to zero, an increase in net loss from the
Company's Spectrum segment related to a one-time benefit from the
termination of Azteca in the comparable period, an increase in tax
expense as a result of current state tax expense at certain tax
paying entities due to increase in taxable income, an increase in
net loss from its Other segment as a result of a write-off of
prepaid rent, and an impairment of leasehold improvements as a
result of unutilized space at its Non-Operating Corporate segment.
The increase in Net Loss was partially offset by a decrease in
selling, general and administrative expenses ("SG&A"), and decrease
in depreciation and amortization. The overall decrease in SG&A was
primarily driven by the unrepeated internal operational
restructuring project in the comparable period at our
Infrastructure segment, as well as decreases in SG&A at the
Company's Non-Operating Corporate segment and our Life Sciences
segment driven primarily by R2 as a result of cost reduction
initiatives. The overall decrease in depreciation and amortization
was driven by Banker Steel, as certain intangibles were fully
amortized subsequent to the comparable period.
Commentary
"2023 was another successful year for INNOVATE, with a number of
exciting developments across the three operating segments," said
Avie Glazer, Chairman of INNOVATE. "The Infrastructure segment
continues to deliver strong results and finished the year with Net
Income of $28.7 million and Adjusted EBITDA of $100.6 million. At
Life Sciences, MediBeacon and R2 achieved significant milestones in
2023. And at Spectrum, our refocused strategy is in the early
innings and we remain excited about the future growth prospects in
that business."
"We are pleased with INNOVATE's 2023 results," said Paul Voigt,
INNOVATE's interim CEO. "Despite a challenging market backdrop,
DBM delivered strong results while expanding margin throughout the
year. At Pansend, MediBeacon made significant progress towards FDA
approval, while R2 has experienced strong North America unit sales
growth. Finally, Broadcasting launched new networks, is entering
into agreements with public broadcast networks and are actively
exploring broadcasting 5G opportunities in the United States."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001006837/000100683724000023/vate-20231231.htm
About Innovate
New York-based Innovate -- www.innovatecorp.com -- is a diversified
holding company that has a portfolio of subsidiaries in a variety
of operating segments. The Company seeks to grow these businesses
so that they can generate long-term sustainable free cash flow and
attractive returns in order to maximize value for all stakeholders.
As of Dec. 31, 2023, its three operating platforms or reportable
segments, based on management's organization of the enterprise, are
Infrastructure, Life Sciences and Spectrum, plus our Other segment,
which includes businesses that do not meet the separately
reportable segment thresholds.
* * *
As reported by the TCR on May 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P
said, "We expect Innovate to maintain less than adequate liquidity
over the next 12 months. This reflects our expectation that while
the company has enough liquidity to continue operating for the next
12 months, we believe the cushion is very thin and could quickly
erode."
INSPIREMD INC: Incurs $19.9 Million Net Loss in 2023
----------------------------------------------------
InspireMD, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $19.92
million on $6.21 million of revenues for the year ended Dec. 31,
2023, compared to a net loss of $18.49 million on $5.17 million of
revenues for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $47.64 million in total
assets, $8.14 million in total liabilities, and $39.50 million in
total equity.
"As of the date of issuance of the consolidated financial
statements, we have the ability to fund our planned operations for
at least the next 12 months. However, we expect to continue
incurring losses and negative cash flows from operations until our
products (primarily CGuard reaches commercial profitability.
Therefore, in order to fund our operations until such time that we
can generate substantial revenues, we may need to raise additional
funds," InspireMD said.
"Our plans include continued commercialization of our products and
raising capital through sale of additional equity securities, debt
or capital inflows from strategic partnerships. There are no
assurances, however, that we will be successful in obtaining the
level of financing needed for our operations. If we are
unsuccessful in commercializing our products or raising capital, we
may need to reduce activities, curtail or cease operations," the
Company said.
Commentary
Marvin Slosman, CEO of InspireMD, commented: "We delivered another
strong quarter of sales growth in our approved CE Mark territories
while at the same time advancing our U.S. clinical trial and
product development pipeline. Our total revenue of $1.76 million
represents a record quarter and an increase of nearly 72% over the
comparable period in 2022. Notably, we sold over 3,100 stents, up
more than 74% year-over-year and bringing our real-world experience
to more than 48,000 stents sold to date. The receipt of formal
recertification of our CE Mark under the EU's new Medical Device
Regulation (MDR) regulatory framework just a few weeks ago allows
us to now leverage the new product development pathway and the
latest regulatory certification provided under MDR.
"Also during the quarter, we were extremely pleased to report
30-day follow-up data from our C-GUARDIANS clinical trial at VIVA23
and the VEITH Symposium, which are among the most important annual
gatherings of specialists who treat vascular disease. The data
showed that stenting with CGuard in patients with carotid artery
stenosis and at high risk for carotid endarterectomy had a DSMI
rate of 0.95% from procedure through 30 days, which compares
favorably to both surgery and alternative stenting options and
represents best in class results to date of any pivotal trial of
carotid intervention. We remain on track to report 12-month
follow-up data mid-year, followed by the submission of our
Premarket Approval (PMA) application.
"Finally, we made progress advancing our new product pipeline by
announcing the lead PIs for our upcoming C-GUARDIANS II clinical
trial of our SwitchGuard NPS for use with CGuard Prime in TCAR
procedures. We also announced an agreement with Jacobs Institute
to conduct an early feasibility study of CGuard Prime to treat
patients with acute ischemic stroke and tandem lesions.
"We believe InspireMD is uniquely positioned with a best-in-class
implant and solutions to support both CAS and TCAR procedures, with
line-of-sight to significant clinical and regulatory catalysts this
year and next," Mr. Slosman concluded.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001433607/000149315224008850/form10-k.htm
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.
IQ DENTAL: Unsecured Creditors to Split $2.1M over 7 Years
----------------------------------------------------------
IQ Dental Supply, LLC, submitted a First Amended Disclosure
Statement describing First Amended Plan of Reorganization dated
February 29, 2024.
The Debtor's main assets are its inventory of dental supplies and
equipment and its accounts receivable. As of November 27, 2023, the
Debtor's inventory based on book value was approximately
$7,579,626.93. The Debtor's accounts receivable as of November 27,
2023 was $2,354,163.95.
On January 26, 2024, the Bankruptcy Court entered an Order
authorizing the retention of A. Atkins Appraisal Corp. to value the
Debtor's inventory, furniture, fixtures, equipment and vehicles. On
February 23, 2024, A. Atkins Appraisal Corp. issued its liquidation
evaluation reflecting inventory at $2.5 million, office furniture,
fixtures and equipment at $63,300 and certain vehicles at
$117,000.
The Debtor holds 100% of the interests in both IQ Education and
Alliance Dental.
The Debtor has always had strong and mutually beneficial
relationships with its trade vendors who are currently owed
approximately $4,800,000 as of the Petition Date. These claims are
for the delivery of goods and services to the Debtor, which are
used in the operation of the business.
On January 16, 2024, the Debtor filed a Motion For Authorization To
Enter Into New Lease Agreement With LMAN LNT LLC Pursuant To
Sections 363(C) And 365 of the Bankruptcy Code, which, among other
things, sought to approve a new lease for the Debtor's Fairfield,
New Jersey location with its current landlord, LMAN LNT LLC (the
"Landlord"). An initial hearing on the motion was held on February
6, 2024.
On January 30, 2024, the Landlord filed a certification in
opposition to Debtor's motion. Thereafter, the Landlord filed a
motion to lift the automatic stay. The Bankruptcy Court set down a
plenary hearing for March 14, 2024. The Landlord filed a proof of
claim asserting a pre-petition indebtedness of $95,823.36
consisting of 2 months' rent and CAM. The Landlord recognized a
security deposit of $20,000.
On February 26, 2024, the Debtor and Landlord mediated a settlement
of all issues whereby a new lease shall be effective March 1, 2024
for a period of 5 years for approximately 24,640 square feet at the
rate of $10 per square foot during year one; $10.50 per square foot
during year 2; $12 per square foot during years 3 and 4; and $12.50
per square foot during year 5. In addition, the Debtor shall pay an
additional $5,000 security deposit on or before September 1, 2024.
The pre-petition arrearages shall be settled and resolved at
$60,000 which shall be payable $1,500 per month for 40 months
beginning September 1, 2024. The Debtor shall surrender the excess
space no later than March 31, 2024.
Class 5 consists of the Disputed L. Kunin Claim. A Motion to
expunge or reclassify this disputed claim was filed on February 20,
2024. The Motion is returnable March 25, 2024. If the Motion is
denied and the claim is allowed, to the extent it is secured, the
Secured Allowed Claim shall be paid with interest in accordance
with New Jersey Court Rule 4:42- 11(a)(ii) concerning judgment
interest over 20 years with a balloon at the end of 7 years. If the
Claim is reclassified as a General Unsecured Claim, it shall be
treated in accordance with Class 6.
Class 6 consists of General Unsecured Claims. Allowed Class 6
Claims shall be paid a pro rata portion of $2,100,000 by the
Reorganized Debtor or the Plan Sponsor, as applicable, over 7 years
on a quarterly basis (28 quarters). The total claim amount is still
being determined in light of the fact that certain claims are
subject to objection and reclassification, but are anticipated at
approximately $4,800,000.
All equity interests in the Debtor will be extinguished on the
Effective Date. In the event of a Stock Sale, all equity interests
in the Reorganized Debtor will be issued to a company owned or
controlled by Alexey Chobitko (the "Plan Sponsor").
The Plan will be effectuated, in the Plan Sponsor's discretion,
through the purchase by the Plan Sponsor of either: (i) the equity
interests in the Reorganized Debtor (a "Stock Sale"); or (ii)
substantially all of the Debtor's assets (an "Asset Sale") with
language in the Confirmation Order that contains the provisions of
section 363 of the Bankruptcy Code, among others.
In the event of a Stock Sale, the consideration for Plan Sponsor's
purchase of the equity interests in the Reorganized Debtor will be
$250,000.00 plus assumption of the liabilities of the Reorganized
Debtor. The liabilities shall be satisfied by the Reorganized
Debtor's continuing operating receipts, as set forth in the
Debtor's projections.
Alternatively, in the event of an Asset Sale, the consideration
will be as follows: (i) $250,000.00; (ii) assumption of the East
West Bank debt in accordance with the Class 2 treatment; and (iii)
payment of $2,100,000.00 over 7 years on a quarterly basis, to be
distributed to Holders of Allowed General Unsecured Claims by the
Disbursing Agent in accordance with the Class 6 treatment. The cash
consideration for the Asset Sale shall be held in escrow by the
Disbursing Agent and disbursed in accordance with this Plan.
A full-text copy of the First Amended Disclosure Statement dated
February 29, 2024 is available at https://urlcurt.com/u?l=a1W6uD
from PacerMonitor.com at no charge.
Counsel for the Debtor:
Richard D. Trenk, Esq.
Robert S. Roglieri, Esq.
TRENK ISABEL SIDDIQI
& SHAHDANIAN P.C.
290 W. Mt. Pleasant Ave., Suite 2370
Livingston, NJ 07039
Telephone: (973) 533-1000
Email: rtrenk@tisslaw.com
Email: rroglieri@tisslaw.com
About IQ Dental Supply
IQ Dental Supply, LLC, is a full service dental supply company
selling dental supplies, equipment, and providing service since
2009. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8,
2023. In the petition signed by Sergey Kunin, managing member, the
Debtor disclosed $10,092,591 in assets and $8,098,257 in
liabilities.
Judge Stacey L. Meisel oversees the case.
Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C.,
is the Debtor's legal counsel.
JJ ARCH LLC: Case Summary & Six Unsecured Creditors
---------------------------------------------------
Debtor: JJ Arch LLC
88 University Place
2nd Floor
New York, NY 10003-4566
Business Description: JJ Arch LLC is a vertically integrated real
estate owner, operator and developer with an
active investment portfolio with more than
5.7 million square feet across the United
States.
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-10381
Debtor's Counsel: Scott A. Griffin, Esq.
GRIFFIN LLP
420 Lexington Avenue, Suite 400
New York, NY 10170
Tel: 646-998-5580
Fax: 646-998-8284
Email: sgriffin@grifflegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Jeffrey Simpson as managig member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/FBNXB7Q/JJ_Arch_LLC__nysbke-24-10381__0001.0.pdf?mcid=tGE4TAMA
JM4 TACTICAL: Brad Odell of Mullin Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Brad Odell, Esq., at Mullin
Hoard & Brown, LLP, as Subchapter V trustee for JM4 Tactical LLC.
Mr. Odell will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Odell declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brad W. Odell
Mullin Hoard & Brown, LLP
P.O. Box 2585
Lubbock, TX 79408
Direct: 806-712-1238
Office: 806-765-7491
Mobile: 469-449-3690
Email: bodell@mhba.com
About JM4 Tactical
JM4 Tactical, LLC is a manufacturer of gun holster products in
Abilene, Texas.
JM4 Tactical filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-10026) on Feb. 16,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Shawndalyn Myers, managing member, signed the
petition.
Brandon John Tittle, Esq., at Tittle Law Group, PLLC represents the
Debtor as bankruptcy counsel.
JOHNSTON RHODES: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------
Debtor: Johnston & Rhodes Bluestone Co.
257 Rockland Road
Roscoe, NY 12776
Business Description: Johnston & Rhodes Bluestone Co. has been
quarrying, fabricating, and distributing
bluestone since 1900.
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-35235
Debtor's Counsel: Michelle L. Trier, Esq.
GENOVA, MALIN & TRIER, LLP
1136 Route 9
Wappingers Falls, NY 12590
Tel: 845-298-1600
Total Assets: $2,545,250
Total Liabilities: $1,384,921
The petition was signed by Peter Becker Johnston 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/CK7YY2I/Johnston__Rhodes_Bluestone_Co__nysbke-24-35235__0001.0.pdf?mcid=tGE4TAMA
KP2 LLC: Case Summary & Eight Unsecured Creditors
-------------------------------------------------
Debtor: KP2, LLC
903 Coffee Street
Nashville, TN 37208
Business Description: The Debtor owns a single family home located
at 821 Dewees Avenue, Nashville, TN 37204
valued at $1.7 million.
Chapter 11 Petition Date: March 6, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-00760
Debtor's Counsel: Joseph P. Rusnak, Esq.
TUNE, ENTREKIN & WHITE, P.C.
500 11th Avenue North, Suite 600
Nashville, TN 37203
Tel: (615) 244-2770
Fax: (615) 244-2778
Email: JRusnak@tewlawfirm.com
Total Assets: $1,700,000
Total Liabilities: $2,189,367
The petition was signed by Elliot J. Parry as partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/FJYSAIQ/KP2_LLC__tnmbke-24-00760__0001.0.pdf?mcid=tGE4TAMA
KUEHG CORP: Moody's Affirms 'B3' CFR, Outlook Remains Stable
------------------------------------------------------------
Moody's Investors Service affirmed all ratings for KUEHG
Corp.("KinderCare") including its B3 Corporate Family Rating, B3-PD
Probability of Default Rating, as well as the B2 rating for the
first lien credit facilities (revolver and term loan). The outlook
remains stable.
Moody's affirmation of the B3 CFR reflects Moody's expectation that
the company's credit metrics as well as free cash flow generation
will remain within Moody's expectation for the B3 rating category
over the next 12 to 18 months. Moody's lease adjusted
debt-to-EBITDA is in the low 4x (including American Rescue Plan
"ARPA" coronavirus-related grants in EBITDA) for FY23. Without
grants in EBITDA, debt-to-EBITDA leverage would be higher in the
high 5x. Over the next 12 to 18 months, Moody's expects
debt-to-EBITDA leverage (excluding ARPA grants) will decline
through earnings growth to about 5x, which is within the range
Moody's expects for its B3 CFR. The bulk of the ARPA grants expired
in September 2023 with the remaining amount expiring in September
2024. Moody's expects a much smaller amount of ARPA grants in FY24
and none starting FY25. Center occupancy rates continued to improve
in 2023 with the current aggregate rate for the company at near
70%, slightly higher than the level pre-pandemic. Moody's expects
center occupancy rates to grow further in 2024. This, along with a
pricing increase, and the increase in center counts as well as
before and after school Champions sites over the last couple of
years will contribute to earnings (without grants) growth in 2024.
Moody's expects the company to maintain good liquidity over the
next year with cash of roughly $156 million at year end 2023,
access to the undrawn $160 million revolver due 2028 (reduced by
the $72.5 million letters of credit outstanding) as well as an
expectation for free cash flow generation exceeding $50 million
over the next year. This liquidity will provide ample support for
the roughly $13 million of amortization for its first lien term
loan.
RATINGS RATIONALE
KinderCare's B3 CFR reflects moderately high leverage with Moody's
lease adjusted debt-to-EBITDA in the low 4x (including ARPA grants
in EBITDA) at year end 2023. Without grants, pro forma
debt-to-EBITDA leverage would be in the high 5x for the LTM period.
Over the next 12 to 18 months, Moody's expects debt-to-EBITDA
leverage will decline through earnings growth and expects leverage
(excluding grants) will decline to about 5x. The rating also
reflects the cyclical, highly fragmented and competitive nature of
the child-care and early childhood industry as well as event and
financial policy risk due to private equity ownership. However, the
rating is supported by KinderCare's established position, large
scale within the childcare and early childhood education industry,
broad geographic diversity within the U.S., and well-recognized
brands. Some favorable long term demographic social factors related
to an increasing percentage of dual income families as well as
increased focus on early childhood education also supports the
credit profile. The declining US birth rate is a negative
demographic trend for child care providers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Moody's
adjusted debt-to-EBITDA leverage will decline to about 5x
(excluding ARPA grants) over the next 12 to 18 months through
earnings growth. The stable outlook also reflects Moody's
expectation for good liquidity over the next year including free
cash flow exceeding $50 million.
The ratings could be upgraded if operating performance continues to
improve with Moody's lease adjusted debt-to-EBITDA sustained below
5x (excluding ARPA grants from EBITDA) and maintenance of at least
good liquidity with free cash flow to debt in the mid-single digit
percentage range. An upgrade is also contingent on the sponsor's
commitment to employ a more conservative financial policy and
maintain lower leverage.
The ratings could be downgraded if there is deterioration in
enrollments because of competition, an increase in unemployment or
operational challenges such as adverse reputational issues.
Debt-funded acquisitions or shareholder distributions that
meaningfully weaken credit metrics, or a deterioration in free cash
flow or liquidity could also lead to a downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
KUEHG Corp. (KinderCare) is a large scale for-profit provider of
child-care and education services in the U.S. At the end of year
end 2023, the company operated approximately 1,560 community-based
and employer-sponsored early childhood education centers across the
US and separately 950 before and after-school care sites. The
company was acquired by private equity firm Partners Group in 2015.
FY23 revenue was approximately $2.51 billion.
LEGAL RECOVERY: Gina Klump Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the
Law Office of Gina R. Klump, as Subchapter V trustee for Legal
Recovery, LLC.
Ms. Klump will be paid an hourly fee of $500 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Klump declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gina Klump, Esq.
Law Office of Gina R. Klump
11 5th Street, Suite 102
Petaluma, CA 94952
Phone: (707) 778-0111
Email: gklump@klumplaw.net
About Legal Recovery
Legal Recovery LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-30074) on February
6, 2024, with $1 million to $10 million in assets and liabilities.
Demas Yan, manager, signed the petition.
Judge Dennis Montali oversees the case.
Leeds Disston, Esq., represents the Debtor as legal counsel.
LHS BORROWER: Moody's Lowers CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded LHS Borrower, LLC's corporate
family rating to B3 from B2 and its probability of default rating
to B3-PD from B2-PD. At the same time, Moody's affirmed the backed
senior secured first lien bank credit facility rating at B1. The
outlook has been changed to stable from negative.
The downgrade reflects very high Moody's adjusted debt/EBITDA
(leverage) for the last twelve month (LTM) period ending September
30, 2023 of almost 7x and Moody's expectation that leverage will
remain elevated. The company is expected to benefit from improved
operating efficiency but the macroeconomic environment remains
challenging and a significant increase in earnings is uncertain in
the near-term. The company's debt levels will also continue to
increase due to the 12% PIK notes in the capital structure. These
factors reduce the likelihood of a significant reduction in
leverage over the next 12 to 18 months.
The affirmation of the B1 backed senior secured first lien bank
credit facility rating reflects its priority position in the
capital structure with structural support from the 12% PIK notes
which continues to increase.
The stable outlook reflects Moody's expectation of good liquidity
and successful implementation of cost reduction initiatives that
will support profitability and cash flow generation while earnings
growth remains subdued.
RATINGS RATIONALE
The B3 CFR reflects very high leverage and significant execution
risk to efficiently implement cost saving and operational
improvement initiatives necessary to restore credit metrics, as the
growth rate of the company's highest margin and revenue driving
LeafFilter Gutter Protection product has materially declined. LHS
is expected to continue to invest in the expansion of new business
verticals away from LeafFilter Gutter Protection to further
diversity the company's product offering. But a material portion of
revenue continues to be derived from one product, LeafFilter Gutter
Protection. The rating also reflects LHS's asset-lite business
model and future organic growth through white space opportunities
in the US and Canada. The company's direct-to-consumer business
model (DTC) provides the opportunity to generate robust free cash
flow (before dividends), as working capital needs and capital
expenditures are minimal. The company's liquidity is good
reflecting about $99 million of balance sheet cash and no drawings
on its $200 million revolver as of September 30, 2023. Moody's
expects the company to generate positive free cash flow in 2024.
The bank credit facility's maturity date will spring to August 2026
if the PIK notes are still outstanding.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would require the maintenance of good liquidity,
Moody's adjusted debt-to-EBITDA sustained below 5.5x and Moody's
adjusted EBITA-to-interest expense sustained above 2.0x.
Moody's could consider a downgrade if leverage is sustained above
7.0x or if Moody's adjusted EBITA-to-interest expense is sustained
below 1.0x. The ratings could be downgraded if liquidity
deteriorates, including Moody's anticipation of debt becoming
current, or if there is an increased likelihood of a distressed
exchange. The ratings could also be downgraded if the company does
not address the August 2026 springing maturity on its bank credit
facility in a timely or economical fashion.
LHS Borrower, LLC, a wholly-owned subsidiary of Leaf Home, LLC, is
a direct-to-consumer home solutions platform serving underserved
markets with innovative home safety and improvement solutions
throughout the United States and Canada. Leaf Home, LLC was
purchased through an LBO by Gridiron Capital in 2016.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
LSS TRUCKING: Katharine Battaia Clark Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Katharine Battaia Clark of
Thompson Coburn, LLP as Subchapter V trustee for LSS Trucking
Transport.
Ms. Clark will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Clark declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Katharine Battaia Clark
Thompson Coburn, LLP
2100 Ross Avenue, Ste. 3200
Dallas, TX 75201
Office: 972-629-7100
Mobile: 214-557-9180
Fax: 972-629-7171
Email: kclark@thompsoncoburn.com
About LSS Trucking Transport
LSS Trucking Transport filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No.
24-30468) on February 20, 2024, with up to $50,000 in assets and
$500,001 to $1 million in liabilities.
Eric A. Liepins of Eric A. Liepins, P.C. represents the Debtor as
legal counsel.
MADERA COMMUNITY: Fine-Tunes Plan; Confirmation Hearing April 16
----------------------------------------------------------------
The Official Committee of Unsecured Creditors submitted a Third
Amended Disclosure Statement for the Second Amended Chapter 11 Plan
of Liquidation for Madera Community Hospital dated February 29,
2024.
The Plan provides for recovery to creditors either through a
Hospital-reopening transaction or through the proceeds of the
liquidation of assets. It is expected that creditor recoveries will
be greater through a Hospital-reopening transaction rather than a
liquidation of assets.
The Plan provides for: (a) the formation of the Liquidation Trust;
(b) the disposition of substantially all the Assets of the Debtor
and its Estate and the distribution of the net proceeds thereof to
Holders of Allowed Claims, consistent with the priority provisions
of the Bankruptcy Code; (c) the winding down of the Debtor and its
affairs by the Liquidation Trustee; and (d) the creation of a
mechanism for the Liquidation Trustee to pursue, litigate, waive,
settle, and compromise Causes of Action (including, but not limited
to, D&O Claims and Tort Claims) to maximize Creditor recoveries.
The Plan also provides that, subject to the occurrence of the
Operation Assumption Date, AAM shall contribute up to $30 million
in Cash to fund the Liquidation Trust for the benefit of Holders of
Allowed General Unsecured Claims in exchange for the sale to Buyer
of: (i) the Real Property Asset, and (ii) at the election of AAM,
the transition of the Hospital Assets to Buyer. To the extent these
transactions are terminated, the Plan enables the Committee to
pursue and consummate a Liquidation Transaction if, at any time
before the Effective Date, it determines in its sole discretion
that consummation of such Liquidation Transaction is in the best
interests of the Estate and Creditors.
Like in the prior iteration of the Plan, each Holder of an Allowed
General Unsecured Claim shall receive, in full satisfaction,
settlement, discharge, and release of, and in exchange for, such
Allowed General Unsecured Claim (unless the applicable Holder
agrees to a less favorable treatment), its Pro Rata share of the
Liquidation Trust Interests, which shall entitle such Holder to its
Pro Rata Share of the Liquidation Trust Assets.
The Plan provides for: (a) the formation of the Liquidation Trust;
(b) the disposition of substantially all the Assets of the Debtor
and its Estate and the distribution of the net proceeds thereof to
Holders of Allowed Claims, consistent with the priority provisions
of the Bankruptcy Code; (c) the winding down of the Debtor and its
affairs by the Liquidation Trustee; and (d) the creation of a
mechanism for the Liquidation Trustee to pursue, litigate, waive,
settle, and compromise Causes of Action (including, but not limited
to, D&O Claims and Tort Claims) to maximize Creditor recoveries.
In the event that Disputed Claims are pending at the time of a Plan
Distribution under the Plan, the Liquidation Trustee shall set
aside in the Dispute Claims Reserve sufficient Cash such that the
aggregate Cash held in the Disputed Claims Reserve is equal to the
amount of Cash that would have been distributed to the Holders of
the Disputed Claims on such distribution date(s) had the Disputed
Claims been Allowed at the time of such Plan Distribution(s) made
to the Holders of Allowed Claims in the same Class or of the same
priority as the Disputed Claims except that if the Bankruptcy Court
estimates the likely portion of a Disputed Claim to be Allowed or
otherwise determines the amount which would constitute a sufficient
reserve for a Disputed Claim (which estimations and determinations
may be requested by the Liquidation Trustee), such amount as
determined by the Bankruptcy Court shall be used to determine the
amount of Cash reserved as to such Claim.
If a Disputed Claim ultimately becomes an Allowed Claim, the amount
of Cash reserved for that Disputed Claim shall be distributed on
the earlier of (a) the next distribution date following the date
when the Disputed Claim becomes an Allowed Claim, or (b) 60 days
after such Disputed Claim becomes an Allowed Claim. Any reserved
Cash not ultimately distributed to the Holder of a Disputed Claim
because the Disputed Claim is Disallowed, in whole or in part, or
Allowed in a reduced amount, shall become property of the
Liquidation Trust and shall be distributed in accordance with the
terms of the Plan.
The Plan Proponent shall have until April 9, 2024 to file any
motion requesting, pursuant to Section 1126(e) of the Bankruptcy
Code, designation that any Entity's acceptance or rejection of the
Plan was not in good faith, or was not solicited or procured in
good faith or in accordance with the provisions of the Bankruptcy
Code.
The Confirmation Hearing has been scheduled to commence on April
16, 2024 at 9:30 a.m. The deadline for objecting to Confirmation of
the Plan is April 2, 2024 at 5:00 p.m.
A full-text copy of the Third Amended Disclosure Statement dated
February 29, 2024 is available at https://urlcurt.com/u?l=KjVHml
from PacerMonitor.com at no charge.
Co-Counsel to the Official Committee of Unsecured Creditors:
Paul S. Jasper, Esq.
PERKINS COIE LLP
505 Howard Street, Suite 1000
San Francisco, CA 94105
Tel: (415) 344-7000
Fax: (415) 344-7050
E-mail: PJasper@perkinscoie.com
- and -
Andrew H. Sherman, Esq.
Boris I. Mankovetskiy, Esq.
SILLS CUMMIS & GROSS P.C.
One Riverfront Plaza
Newark, N J 07102
Tel: (973) 643-7000
Fax: (973) 643-6500
Email: ASherman@sillscummis.com
BMankovetskiy@sillscummis.com
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10457) on March
10, 2023. In the petition signed by its chief executive officer,
Karen Paolinelli, the Debtor disclosed $50 million to $100 million
in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley,
as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc.
as special counsels; and JWT & Associates, LLP as accountant.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal
counsels and FTI Consulting, Inc., as financial advisor.
MARINUS PHARMACEUTICALS: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------------------
Marinus Pharmaceuticals, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that Ernst & Young LLP, the Company's
auditor since 2020, expressed that there is substantial doubt about
the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 5, 2024, Philadelphia, PA-based Ernst & Young LLP,
said, "The Company has suffered recurring losses from operations
and has stated that substantial doubt exists about the Company's
ability to continue as a going concern."
Since inception, the Company has incurred negative cash flows from
its operations, and other than for the three months ended September
30, 2022 due to a one-time net gain from the sale of its PRV, it
has incurred net losses. The Company incurred a net loss of $141.4
million for the year ended December 31, 2023. The Company's cash
used in operating activities was $118.0 million for the year ended
December 31, 2023 compared to $112.9 million for the year ended
December 31, 2022. Historically, the Company has financed its
operations principally through the sale of common stock, notes
payable, preferred stock and convertible debt.
"As of December 31, 2023, we had Cash and cash equivalents and
Short-term investments of $150.3 million. We believe that our
existing Cash and cash equivalents and Short-term investments as of
December 31, 2023, will be sufficient to fund our operating
expenses and capital expenditure requirements, as well as maintain
the minimum cash balance required under our debt facility, into the
fourth quarter of 2024. As a result, there is substantial doubt
about our ability to continue as a going concern through the
one-year period from the date our financial statements are issued.
We will need to secure additional funding in the future, from one
or more equity or debt financings, government funding,
collaborations, licensing transactions, other commercial
transactions or other sources in order to carry out all of our
continued commercialization and planned research and development
activities with respect to ganaxolone."
As of December 31, 2023, the Company had $171 million in total
assets, $154.1 million in total liabilities, and $16.8 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/29nvh6se
About Marinus Pharmaceuticals
Radnor, PA-based Marinus Pharmaceuticals, Inc. is a
commercial-stage pharmaceutical company dedicated to the
development of innovative therapeutics for the treatment of seizure
disorders, including rare genetic epilepsies and status
epilepticus, which includes the use of ZTALMY (ganaxolone).
MARYLAND ECONOMIC: Moody's Alters Outlook on 2016 Bonds to Positive
-------------------------------------------------------------------
Moody's Investors Service has revised the rating outlook to
positive from stable on the Maryland Economic Development
Corporation (MEDCO) Student Housing Refunding Revenue Bonds
(University of Maryland, Baltimore County Project) Series 2016. At
this time, Moody's has also affirmed the Ba1 rating on the bonds.
This change in outlook to positive is driven by the continuation of
strong project occupancy and solid Moody's adjusted debt service
coverage, which was 1.48x (excluding engineer recommended renewal
and replacement deposits from surplus and for shortfall periods,
which are made after debt service) in fiscal year 2023. The level
of coverage will remain solid going forward, which will provide the
project with available surplus funds for ongoing elevated capital
expenditure needs.
RATINGS RATIONALE
The Ba1 rating reflects that the project will maintain solid debt
service coverage going forward, in part due to continued strong
project occupancy, which was 98% in fall 2023. The on-campus
project benefits from strong student demand to live on campus, high
demand for single bedroom, apartment-style accommodations and solid
enrollment growth at the University of Maryland, Baltimore County.
The rating also reflects that the project's rental revenues will
remain healthy and will generate surplus revenues to fund ongoing
elevated capital needs, including maintenance deferred during the
pandemic. The project benefits from a legal structure whereby
surplus funds are retained by the project and must be used for
either capital expenditures or to redeem bonds early. The project,
however, faces ongoing operating and capital cost inflation, which
could slightly weaken debt service coverage from its current level.
RATING OUTLOOK
The outlook is positive. Despite near term inflationary pressures,
the project's strength in occupancy will support its ability to
maintain solid debt service coverage while addressing the project's
elevated capital expenditure needs.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Sustained strong financial performance as measured by
consistently high debt service coverage of 1.20x or higher
-- Continuation of strong occupancy above 95%
-- Maintenance of the project's physical condition as demonstrated
in the upcoming engineering report and solid market position
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Debt service coverage consistently below 1.20x
-- A decline in occupancy that is sustained at a level below 92%
-- Capital expenditures that are insufficient to meet facility
needs
LEGAL SECURITY
The bonds are special limited obligations payable solely from the
revenues of the project and other funds held with the Trustee. The
bonds do not constitute obligations for the Issuer or the
University.
PROFILE
Established in 1984, the Maryland Economic Development Corporation
enables the State of Maryland to develop property for economic
purposes which serve the public interest. The purpose of the
Corporation is to assist in the expansion, modernization, and
retention of existing Maryland business, and to attract new
business to the State. MEDCO's Student Housing Refunding Revenue
Bonds (UMBC Project) Series 2016 refunded bonds that financed the
578-bed Walker Avenue Apartments student housing project on the
campus of UMBC.
MINIM INC: D. Lazar Gets $406,000 Base Salary Under Employment Deal
-------------------------------------------------------------------
Minim, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company entered into an
employment agreement with David Lazar.
Pursuant to the Agreement, the Company engaged Lazar to act as the
Chief Executive Officer and Chief Financial Officer, following the
resignation of Jeremy Hitchcock after a certain transition period.
Lazar will have the customary powers and responsibilities of a
CEO/CFO of a corporation of the size and type of the Company.
Effective January 1, 2024, Lazar is paid a base salary of $406,000
per annum, which shall be deferred and accrued for the immediate
future. Lazar shall also be eligible for certain annual and special
bonuses, as determined by the compensation committee. The Agreement
has a three-year term.
A full-text copy of the Employment Agreement is available at
https://tinyurl.com/4e79b823
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 compared to a
net loss of $2.20 million in 2021. As of Sept. 30, 2023, the
Company had $15.28 million in total assets, $15.14 million in total
liabilities, and $135,637 in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses and negative cash flows from operations and will need
additional funding within the next twelve months. This raises
substantial doubt about the Company's ability to continue as a
going concern.
The Company's operations have historically been financed through
the issuance of common stock and borrowings. Since inception, the
Company has incurred significant losses and negative cash flows
from operations. During the nine months ended September 30, 2023,
the Company incurred a net loss of $16.5 million and had positive
cash flows from operating activities of $3.7 million. As of
September 30, 2023, the Company had an accumulated deficit of $91.3
million and cash and cash equivalents of $0.5 million. The Company
implemented cost reduction plans to align its cost structure to its
sales and increase its liquidity. It will continue to monitor its
cost in relation to its sales and adjust its cost structure
accordingly. The Company's financial position and operating
results raise substantial doubt about its ability to continue as a
going concern. The Company believes it does not have sufficient
resources through its cash and cash equivalents, other working
capital and borrowings under its SVB line-of-credit to continue as
a going concern through at least one year from the issuance of the
financial statements, according to the Company's Quarterly Report
for the period ended Sept. 30, 2023.
MOLEKULE GROUP: Seeks to Tap Scott N. Brown as Plan Administrator
-----------------------------------------------------------------
Molekule Group, Inc. and Molekule, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Scott N. Brown, a partner at Bast Amron LLP, as plan administrator
of its post-confirmation estate.
Mr. Brown will be investigating, and if appropriate, pursuing and
prosecuting Avoidance Actions for the benefit of holders of Allowed
Class 8 Claims.
The Debtor will provide a $50,000 fee and expense retainer.
Mr. Brown assured the court that he does not hold or represent any
interest adverse to the reorganized debtor or its estate; and is a
disinterested person within the meaning of 11 U.S.C. 101(14).
The administrator can be reached at:
Scott N. Brown
BAST AMRON LLP
One Southeast Third Avenue, Suite 2410
Miami, FL 33131
Tel: (305) 379-7904
Fax: (305) 379-7905
Email: sbrown@bastamron.com
About Molekule Inc.
Molekule, Inc. and Molekule Group, Inc. manufacture air purifiers.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18094) on
October 3, 2023. In the petition signed by its chief financial
officer, Ryan Tyler, Molekule, Inc. disclosed $11,592,471 in total
assets and $46,952,909 in total liabilities.
The Hon. Erik P. Kimball is the case judge.
The Debtors tapped Bradley S. Shraiberg, Esq., at Shraiberg Page,
PA as bankruptcy counsel and the law firm of Ossentjuk & Botti and
The Marbury Law Group, PLLC as special counsel.
MT. CHARLESTON: Jeanette McPherson Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq.,
at Fox Rothschild, LLP, as Subchapter V trustee for Mt. Charleston
Village LLC.
Ms. McPherson will be paid an hourly fee of $625 for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McPherson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanette McPherson, Esq.
Fox Rothschild, LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Phone: (702) 699-5923
Email: TrusteeJMcPherson@FoxRothschild.com
About Mt. Charleston Village
Mt. Charleston Village, LLC is primarily engaged in servicing land
and subdividing real property into lots, for subsequent sale to
builders.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 24-10774) on February 21,
2024, with $1 million to $10 million in assets and $500,000 to $1
million in liabilities. Richard Priest, manager, signed the
petition.
Matthew Knepper, Esq., at Nevada Bankruptcy Attorneys, LLC
represents the Debtor as legal counsel.
MULLEN AUTOMOTIVE: Two Proposals Passed at Annual Meeting
---------------------------------------------------------
Mullen Automotive Inc. held its 2024 annual meeting of stockholders
on Feb. 29, 2024, during which the Company's stockholders:
(1) elected William Miltner and John Andersen as Class III
directors to serve for a three-year term ending as of the annual
meeting in 2027; and
(2) ratified the appointment of RBSM LLP as the independent
registered public accounting firm of the Company for the fiscal
year ending Sept. 30, 2024.
Since a quorum was established for the Annual Meeting and there
were sufficient votes for approval of the other proposals, the
proposal to adjourn was not presented at the Annual Meeting.
About Mullen
Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern
California-based electric vehicle company that operates in various
verticals of businesses focused within the automotive industry.
The Company was originally formed on April 20, 2010, as a developer
and manufacturer of electric vehicle technology. During 2021, the
Company completed a merger with Net Element, Inc., a
Delaware-incorporated company. The Company changed its name from
"Net Element, Inc." to "Mullen Automotive Inc." The Nasdaq Stock
Market, LLC (Nasdaq Capital Market) ticker symbol for the
Company’s common stock changed from "NETE" to "MULN" at the
opening of trading on Nov. 5, 2021.
Mullen Automotive incurred a net loss of $1.01 billion for the year
ended Sept. 30, 2023, a net loss of $740.32 million for the year
ended Sept. 30, 2022, and a net loss of $44.24 million for the year
ended Sept. 30, 2021. As of Sept. 30, 2023, the Company had
$421.71 million in total assets, $148.90 million in total
liabilities, and $272.81 million in total stockholders' equity.
Larkspur, California-based RBSM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
NATIONAL SOLAR: Matthew Brash Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 11 appointed Matthew Brash of Newpoint
Advisors Corporation as Subchapter V trustee for National Solar
Service, LLC.
Mr. Brash will be paid an hourly fee of $395 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brash declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Matthew Brash
Newpoint Advisors Corporation
655 Deerfield Road, Suite 100-311
Deerfield, IL 60015
Tel: (847) 404-7845
Email: mbrash@newpointadvisors.us
About National Solar Service
National Solar Service, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-02395) on February 21, 2024, with up to $50,000 in assets and up
to $1 million in liabilities. Todd Kihm, managing member, signed
the petition.
Judge Donald R. Cassling oversees the case.
Richard G. Larsen, Esq., at SpringerLarsenGreene, LLC represents
the Debtor as legal counsel.
NATIONAL TECHMARK: Kathleen DiSanto Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for National Techmark
Inc.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About National Techmark
National Techmark, Inc., a company in Gainesville, Fla., filed
Chapter 11 petition (Bankr. N.D. Fla. Case No. 24-10031) on
February 15, 2024, with $3,059,101 in assets and $1,715,610 in
liabilities. Oscar Rodriguez, president, signed the petition.
Zachary Malnik, Esq., at The Salkin Law Firm, P.A. represents the
Debtor as bankruptcy counsel.
NEKTAR THERAPEUTICS: Incurs $276.1 Million Net Loss in 2023
-----------------------------------------------------------
Nektar Therapeutics filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$276.06 million on $90.12 million of total revenue for the year
ended Dec. 31, 2023, compared to a net loss of $368.20 million on
$92.05 million of total revenue for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $398.03 million in total
assets, $267.05 million in total liabilities, and $130.99 million
in total stockholders' equity.
Revenue in the fourth quarter of 2023 was $23.9 million as compared
to $22.0 million in the fourth quarter of 2022.
Total operating costs and expenses in the fourth quarter of 2023
were $57.4 million as compared to $74.5 million in the fourth
quarter of 2022. Total operating costs and expenses for the full
year 2023 were $353.8 million as compared to $468.2 million in
2022. Operating costs and expenses for both the fourth quarter and
the full year 2023 decreased as compared to 2022 primarily due to
decreases in research and development expenses, general and
administrative expense and restructuring, impairment and costs of
terminated program, partially offset by $76.5 million in non-cash
goodwill impairment recorded in the first quarter of 2023.
R&D expense in the fourth quarter of 2023 was $29.9 million as
compared to $34.7 million for the fourth quarter of 2022. R&D
expense for the year ended Dec. 31, 2023 was $114.2 million as
compared to $218.3 million in 2022. R&D expense decreased for full
year 2023 primarily due to the wind down of the bempegaldesleukin
program.
G&A expense was $17.3 million in the fourth quarter of 2023 and
$21.9 million in the fourth quarter of 2022. G&A expense for the
full year 2023 was $77.4 million as compared to $92.3 million in
2022. G&A expense decreased for the full year 2023 primarily due
to the wind down of the bempegaldesleukin program.
Restructuring, impairment and other costs of the terminated program
were $2.9 million in the fourth quarter of 2023 and $52.0 million
in the full year 2023, as compared to $11.6 million in the fourth
quarter of 2022 and $135.9 million in the full year 2022. The full
year 2023 amount includes $7.9 million in severance expense, $35.3
million in non-cash lease impairment charges, $5.5 million for
clinical trial and related employee compensation costs for the wind
down of the bempegaldesleukin program, and $3.3 million in other
restructuring costs. The full year 2022 amount includes $30.9
million in severance expense, $65.8 million in non-cash lease
impairment charges, $31.7 million for clinical trial and related
employee compensation costs for the wind down of the
bempegaldesleukin program, as well as $7.5 million in other
restructuring costs.
Net loss for the fourth quarter of 2023 was $42.1 million or $0.22
basic and diluted loss per share as compared to a net loss of $59.7
million or $0.32 basic and diluted loss per share in the fourth
quarter of 2022.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0000906709/000095017024026249/nktr-20231231.htm
About Nektar Therapeutics
Nektar Therapeutics -- http://www.nektar.com-- is a clinical
stage, research-based drug discovery biopharmaceutical company
focused on discovering and developing innovative medicines in the
field of immunotherapy.
Nektar Therapeutics reported a net loss of $368.20 million in 2022,
a net loss of $523.84 million in 2021, a net loss of $444.44
million in 2020, and a net loss of $440.67 million in 2019.
NEKTAR THERAPEUTICS: Posts $42.1 Million Net Loss in Fourth Quarter
-------------------------------------------------------------------
Nektar Therapeutics reported financial results for the fourth
quarter and full year ended Dec. 31, 2023.
Cash and investments in marketable securities at Dec. 31, 2023,
were $329.4 million as compared to $505.0 million at Dec. 31, 2022.
Nektar's cash and marketable securities are expected to support
strategic development activities and operations into the third
quarter of 2026.
"We believe that the progress that we have made in the past nine
months puts Nektar in a strong position to advance our highly
promising immunology and inflammation pipeline programs," said
Howard W. Robin, president and CEO of Nektar. "We are looking
forward to multiple potential value-creating data readouts for
REZPEG in the first half of 2025 in both atopic dermatitis and
alopecia areata. As we build our pipeline in immunology, we are
also conducting IND-enabling studies for NKTR-0165, our novel
agonist antibody targeting TNFR2."
Summary of Financial Results
Revenue in the fourth quarter of 2023 was $23.9 million as compared
to $22.0 million in the fourth quarter of 2022. Revenue for the
year ended Dec. 31, 2023 was $90.1 million as compared to $92.1
million in 2022.
Total operating costs and expenses in the fourth quarter of 2023
were $57.4 million as compared to $74.5 million in the fourth
quarter of 2022. Total operating costs and expenses for the full
year 2023 were $353.8 million as compared to $468.2 million in
2022. Operating costs and expenses for both the fourth quarter and
the full year 2023 decreased as compared to 2022 primarily due to
decreases in research and development expenses, general and
administrative expense and restructuring, impairment and costs of
terminated program, partially offset by $76.5 million in non-cash
goodwill impairment recorded in the first quarter of 2023.
R&D expense in the fourth quarter of 2023 was $29.9 million as
compared to $34.7 million for the fourth quarter of 2022. R&D
expense for the year ended Dec. 31, 2023 was $114.2 million as
compared to $218.3 million in 2022. R&D expense decreased for full
year 2023 primarily due to the wind down of the bempegaldesleukin
program.
G&A expense was $17.3 million in the fourth quarter of 2023 and
$21.9 million in the fourth quarter of 2022. G&A expense for the
full year 2023 was $77.4 million as compared to $92.3 million in
2022. G&A expense decreased for the full year 2023 primarily due
to the wind down of the bempegaldesleukin program.
Restructuring, impairment and other costs of the terminated program
were $2.9 million in the fourth quarter of 2023 and $52.0 million
in the full year 2023, as compared to $11.6 million in the fourth
quarter of 2022 and $135.9 million in the full year 2022. The full
year 2023 amount includes $7.9 million in severance expense, $35.3
million in non-cash lease impairment charges, $5.5 million for
clinical trial and related employee compensation costs for the wind
down of the bempegaldesleukin program, and $3.3 million in other
restructuring costs. The full year 2022 amount includes $30.9
million in severance expense, $65.8 million in non-cash lease
impairment charges, $31.7 million for clinical trial and related
employee compensation costs for the wind down of the
bempegaldesleukin program, as well as $7.5 million in other
restructuring costs.
Net loss for the fourth quarter of 2023 was $42.1 million or $0.22
basic and diluted loss per share as compared to a net loss of $59.7
million or $0.32 basic and diluted loss per share in the fourth
quarter of 2022. Net loss for the year ended Dec. 31, 2023 was
$276.1 million or $1.45 basic and diluted loss per share as
compared to a net loss of $368.2 million or $1.97 basic and diluted
loss per share in 2022. Excluding the $111.8 million in non-cash
goodwill and other impairment charges, net loss, on a non-GAAP
basis, for the full year 2023 was $164.3 million or $0.86 basic and
diluted loss per share.
2023 and Recent Business Highlights
* In March 2024, the Company entered into a securities purchase
agreement with TCG Crossover Fund, an institutional accredited
investor, to sell securities in a private placement financing for
gross proceeds of approximately $30 million, before deducting
expenses.
* In December 2023, Nektar's collaborators from the Cairo
Laboratory at New York Medical College presented preclinical data
on NKTR-255 in combination with obinutuzumab at the 65th American
Society of Hematology (ASH) Annual Meeting. NKTR-255 significantly
enhanced the cytotoxicity of expanded Natural Killer (NK) cells
when combined with obinutuzumab against rituximab-resistant Burkitt
lymphoma (BL) cells in vitro and significantly improved the
survival of mice xenografted with Raji-4RH compared to controls.
* In October 2023, Nektar initiated a Phase 2b study of
rezpegaldesleukin in patients with moderate-to-severe atopic
dermatitis. The Company expects initial data from the study in the
first half of 2025.
* In October 2023, Nektar presented data from the Phase 1b study
of rezpegaldesleukin in patients with atopic dermatitis (AD) in an
oral session at the 2023 European Academy of Dermatology and
Venereology (EADV) Congress. Patients with moderate-to-severe AD
that were treated with rezpegaldesleukin showed dose-dependent
improvements in Eczema Area and Severity Index (EASI), Validated
Investigator Global Assessment (vIGA), Body Surface Area (BSA), and
Itch Numeric Rating Scale (NRS) over 12 weeks of treatment compared
to placebo, which were sustained post-treatment over an additional
36 weeks.
* In September 2023, Nektar announced a clinical study
collaboration with AbelZeta Pharma, Inc. (formerly Cellular
Biomedicine Group Inc.) to evaluate NKTR-255 in combination with
C-TIL051 in advanced non-small cell lung cancer (NSCLC) patients
that are relapsed or refractory to anti-PD-1 therapy. Under the
collaboration, AbelZeta will add NKTR-255 to its ongoing Phase 1
clinical trial being conducted at Duke Cancer Institute. Enrollment
for this trial is ongoing.
* In August 2023, Nektar announced promising new and corrected
rezpegaldesleukin efficacy data which were previously reported in
2022 and inaccurately calculated by former collaborator Eli Lilly
and Company. Nektar regained the full rights to rezpegaldesleukin
from Eli Lilly in April 2023.
* In April 2023, Nektar announced a strategic reprioritization
and cost restructuring plan in order to enable a new focus of its
pipeline on immunology and inflammation programs.
About Nektar Therapeutics
Nektar Therapeutics -- http://www.nektar.com-- is a clinical
stage, research-based drug discovery biopharmaceutical company
focused on discovering and developing innovative medicines in the
field of immunotherapy.
Nektar Therapeutics reported a net loss of $368.20 million in 2022,
a net loss of $523.84 million in 2021, a net loss of $444.44
million in 2020, and a net loss of $440.67 million in 2019.
NEUEHEALTH INC: Posts $460.6 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
NeueHealth, Inc. issued a news release announcing its financial
results for the fourth quarter and year ended Dec. 31, 2023.
The Company reported a net loss of $460.57 million on $292.87
million of total revenue for the three months ended Dec. 31, 2023,
compared to a net loss of $657.79 million on $227.70 million of
total revenue for the three months ended Dec. 31, 2022.
For the year ended Dec. 31, 2023, the Company reported a net loss
of $1.26 billion on $1.16 billion of total revenue, compared to a
net loss of $1.36 billion on $751.16 million of total revenue for
the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $1.22 billion in total assets,
$1.48 billion in total liabilities, $88.91 million in redeemable
noncontrolling interests, $747.48 million in redeemable series A
preferred stock, $172.94 million in redeemable series B preferred
stock, and a total shareholders' deficit of $1.26 billion.
"We achieved significant milestones as a company this past year,
completing the sale of our California Medicare Advantage business
and fully focusing on where we have proven to have the greatest
impact - through our care delivery and provider enablement
business," said Mike Mikan, President and CEO of NeueHealth. "Our
NeueHealth business drove strong results in 2023, delivering $1.2
billion in revenue, up 55% year over year, and serving 461,000
consumers across the country. We have great confidence in this
business and the value-driven, consumer-centric care model we have
built, and we look forward to continuing to align the interests of
providers, payors, and consumers to drive differentiated value for
all in 2024."
About NeueHealth, Inc.
NeueHealth designs, delivers, and manages high-performing networks.
NeueHealth infuse providers with advanced technology, a wealth of
health care expertise, and proven models of care.
Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 16, 2023, citing that the Company has a history
of operating losses and insufficient cash flow to meet its
obligations, that raises substantial doubt about its ability to
continue as a going concern.
NEWSOME TRUCKING: Court OKs $1MM DIP Loan from Commercial Funding
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, authorized Newsome Trucking, Inc. to obtain
postpetition financing, on a final basis.
The Debtor obtained debtor-in-possession secured financing in the
total amount of up to $1 million on a final basis and up to
$500,000 on an interim basis, both on a super-priority basis
pursuant to the following terms and agreements:
(a) the Interim Order, and the final order entered by the
Court approving the Motion and DIP Facility;
(b) the "Post-Petition Factoring Arrangement" by and among the
Debtor and Commercial Funding Inc., in its capacity as the
debtor-in-possession lender pursuant to the Order; and
(c) all other agreements, documents, and/or instruments
executed or contemplated to be executed in connection with, or
pursuant to, the Post-Petition Factoring Arrangement.
The Debtor requires access to the funding available under the DIP
Facility and the DIP Financing Documents to satisfy administrative
expenses associated with the operation of its business as a going
concern.
As of the Petition Date, the Debtor entered into numerous
Negotiable Promissory Note and Security Agreements evidencing
various installment loans, each secured and cross-collateralized by
virtually all of Newsome Trucking, Inc.'s collateral, pursuant to
which Commercial Credit Group Inc. provided secured financing in
the principal amount of $6 million, of which not less than $3.921
million remained outstanding on the Petition Date.
The Debtor is indebted to CCG in the approximate non-contingent
liquidated amount of no less than $3.921 million as of the Petition
Date.
The entities that may also assert an interest in the Debtor's cash
collateral are Advance Financial Corporation; Ally Financial;
Caterpillar Financial Services Corp.; Fountain Equipment Finance,
LLC; Kubota Credit Corporation, U.S.A.; M&T Equipment Finance
Corp.; MHC Financial Services, LLC; Toyota Commercial Finance; and
United States Small Business.
The total amount of all secured claims against the Debtor,
including the Claim of CCG, being $8.5 million.
Also, as of the Petition Date Advance Financial Corporation made
certain advances to Debtor, which were secured by certain accounts
receivable and the proceeds thereof.
As security for the repayment of the DIP Obligations and other
post-petition costs payable under the DIP Financing Documents, the
Debtor is authorized to grant to the DIP Lender a valid, binding,
and enforceable lien, mortgage and/or security interest in the
Debtor's presently owned or hereafter acquired.
Pursuant to 11 U.S.C. section 364(c) and (d), the DIP Lien will be
a first-priority senior and priming lien on the DIP Collateral.
A copy of the court's order is available at
https://urlcurt.com/u?l=1SZqd1 from PacerMonitor.com.
About Newsome Trucking
Newsome Trucking, Inc. is a privately held trucking company serving
Cherokee County, Ga., and Cobb County, Ga., and the nearby areas.
The company offers local and long-haul trucking services with a
guarantee of on-time delivery. It offers a wide array of different
trucking services including cargo services, hauling services, and
grading services.
Newsome Trucking sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20109) on Jan. 29,
2024, with $1 million to $10 million in both assets and
liabilities. Kevin R. Newsome, chief executive officer, signed the
petition.
Judge James R. Sacca oversees the case.
Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor
as legal counsel.
Attorneys for Commercial Credit Group Inc. and Commercial Funding
Inc.:
Lisa Wolgast, Esq.
Barnes & Thornburg LLP
3340 Peachtree Road, NE
Atlanta, GA 3002
E-mail: lwolgast@mmmlaw.com
baton@mmmlaw.com
NIC ACQUISITION: Moody's Rates New $130MM First Lien Loan 'Caa2'
----------------------------------------------------------------
MOODY'S Ratings assigned a Caa2 rating to NIC Acquisition Corp.'s
(dba Innovative Chemical Products Group or "ICP") new $130 million
tranche of its backed senior secured first lien term loan and
withdraw the Caa2 rating on its $100 million backed senior secured
first lien revolving credit facility, which has been repaid and
terminated. Proceeds from the term loan will be held as cash on the
balance sheet to provide liquidity, while the company undertakes
cost improvement programs to raise profitability. The outlook is
stable.
"The termination of revolver eliminates financial maintenance
covenants from the credit facilities, while the new term loan
provide a substantial amount of liquidity and time to improve the
company's financial performance," stated John Rogers, Senior Vice
President at Moody's, and lead analyst on ICP.
RATINGS RATIONALE
The Caa2 rating on the new $130 million first lien term loan
reflects ICP's weak margins, elevated interest expenses and the
negative impact from the combined effect of weak end-market demand
and destocking in 2023. Leverage at the end of the 3Q23 was over 8x
and free cash flow was a negative $65 million in the first three
quarters of 2023. While profitability improved sequentially in 2023
through the third quarter, fourth quarter results are not yet
available. However, it appears that the company was able to
generate enough cash, likely from working capital, to repay the
credit facility prior to this financing. Hence, cash from the new
term was fully available to provide liquidity.
The Caa2 rating on the first lien term loan is at the same level of
the CFR as the first lien debt comprises majority of the debt in
the capital structure. Terms and covenant on the new term loan are
consistent with the existing term loans, although the interest rate
is higher. The interest rate on the new tranche and the $80 million
tranche funded in 2022 will be 6% cash pay in the first year with
the remainder being PIK. In subsequent years, it will be 9% cash
pay and 6% PIK.
The company's rating is supported by ICP's diversified product
offerings, niche market focus, exposure to more resilient repair
and renovation coatings and adhesives markets. A large share of its
business is associated with building renovation, which has been
under more pressure than usual in the US economy. The company
benefits from its specialization in formulation and its focus on
niche markets and professional contractors in the construction and
industrial markets with certification requirements.
LIQUIDITY
ICP has more than adequate liquidity due to over $130 million of
cash on its balance sheet and no financial maintenance covenants in
its credit facilities. However, the company no longer has access to
a revolving credit facility. Its term loans mature on or after
December 2027. The balance sheet cash gives the company time to
improve earnings and cash flow, and Moody's would examine the
potential for a higher rating once the company can generate enough
EBITDA to consistently cover its interest and capex and generate
positive free cash flow without relying on any benefit from working
capital reductions.
OUTLOOK
The stable outlook reflects the improved liquidity and the
expectation that ICP's profitability should improve in 2024 due to
the absence of destocking, lower raw material costs and the
benefits of its cost reduction programs. However, given relatively
weak end market demand the magnitude of the improvement is less
certain.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating, if the company improves
profitability, reduces debt leverage towards below 7.0x and can
largely cover it fixed costs (interest and capex).
Moody's could downgrade the rating, if ICP's EBITDA is sustained
below its cash interest costs and available liquidity falls below
$50 million. A distressed debt exchange at the expense of existing
term loan lenders would also result in a downgrade.
ESG CONSIDERATIONS
While ICP's ratings incorporate ESG risks they are not drivers of
the actions. ICP's Credit Impact Score of 5 (CIS-5) reflects the
tolerance of its financial sponsor for leverage and delays in
improving its capital structure. As a specialty coatings, adhesives
and sealants company, ICP is also exposed to environmental and
social risks, but to a lesser extent than producers of commodity
chemicals and more similar to general manufacturing companies.
Innovative Chemical Products Group, formed in late 2015, is a
leading formulator of specialty coatings, adhesives, sealants, and
elastomers serving the industrial and construction markets. ICP
operates in two business segments--ICP Building Solutions Group and
ICP Industrial Solutions Group. ICP is controlled by funds
affiliated with Audax Management Company, LLC, together with other
investors including management. Revenues for the last twelve months
ended September 2023 were under $600 million.
The principal methodology used in these ratings was Chemicals
published in October 2023.
NOGIN INC: Court OKs Sale of Assets to Liquid Asset Partners
------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Nogin Commerce,
Inc. to sell some of its assets to Liquid Asset Partners, LLC.
Judge Craig Goldblatt of the U.S. Bankruptcy Court for the District
of Delaware approved the sale agreement between Nogin Commerce, an
affiliate of Nogin, Inc., and the buyer, which made a $105,000
offer for the assets.
The assets include equipment and other items stored at the
company's facility located at 2250 Roswell, Drive, Pittsburgh, Pa.
The assets are being sold "free and clear" of liens, claims,
encumbrances and other interests.
"The acquired assets utilized in the [companies'] fulfillment
business are no longer necessary for the [companies'] go-forward
operations," David Queroli, Esq., attorney for Nogin Commerce, said
in court filings.
About Nogin Inc.
Nogin, Inc., a New York-based company, provides enterprise-class
ecommerce technology and services for consumer products through its
Intelligent Commerce technology, a cloud-based ecommerce
environment purpose-built for brands selling direct-to-consumer
(D2C) and business-to-business (B2B).
Nogin and its affiliates filed Chapter 11 petitions (Bankr. D. Del.
Lead Case No. 23-11945) on Dec. 5, 2023. In the petition signed by
its chief restructuring officer, Vladimir Kasparov, Nogin reported
$47,263,000 in assets and $142,815,000 in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Daniel J. DeFransceschi, Esq., at Richards,
Layton & Finger, P.A. as legal counsel; Livingstone Partners, LLC
as investment banker; and Triple P RTS, LLC as restructuring
advisor. Mr. Kasparov and Robin Chiu of Triple P RTS serve as the
Debtors' chief restructuring officer and deputy chief restructuring
officer, respectively. Donlin, Recano & Company, Inc. is the
Debtors' claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Lowenstein Sandler, LLP and Morris James, LLP as
bankruptcy counsels, and Dundon Advisers, LLC as financial advisor.
NORTHWEST BIOTHERAPEUTICS: Cherry Bekaert Raises Concern Doubt
--------------------------------------------------------------
Northwest Biotherapeutics, Inc. disclosed in a Form 10-K Report
filed with the U.S. Securities and Exchange Commission for the
fiscal year ended December 31, 2023, that Cherry Bekaert LLP, the
Company's auditor since 2021, expressed that there is substantial
doubt about the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 5, 2024, Tampa, FL-based Cherry Bekaert LLP, said, "The
Company has recurring losses and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern."
According to the Company, it has experienced recurring losses from
operations since inception.
The Company recognized a net loss of $62.6 million, $105 million,
and a net income of $179.1 million for the years ended December 31,
2023, 2022 and 2021, respectively.
"We have not yet established an ongoing source of revenues and must
cover our operating expenses through debt and equity financings to
allow us to continue as a going concern. Our ability to continue as
a going concern depends on the ability to obtain adequate capital
to fund operating losses until we generate adequate cash flows from
operations to fund our operating costs and obligations. If we are
unable to obtain adequate capital, we could be forced to cease
operations," the Company explained," Northwest Biotherapeutics
said.
"We depend upon our ability, and will continue to attempt, to
secure equity and/or debt financing. We cannot be certain that
additional funding will be available on acceptable terms, or at
all. Our management determined that there was substantial doubt
about our ability to continue as a going concern within one year
after the consolidated financial statements were issued, and
management's concerns about our ability to continue as a going
concern within the year following this report persist," the Company
said.
As of December 31, 2023, the Company had $27.9 million in total
assets, $74.9 million in total liabilities, $18.72 million in
mezzanine equity, and $65.8 million in total stockholders'
deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/yrnxsmux
About Northwest Biotherapeutics
Bethesda, MD-Based Northwest Biotherapeutics, Inc. is a
biotechnology company focused on developing personalized immune
therapies for cancer.
NY COMMUNITY CAPITAL: Moody's Cuts Pref. Stock Rating to Caa1(hyb)
------------------------------------------------------------------
Moody's Investors Service has downgraded the backed preferred stock
rating of New York Community Capital Trust V (NYCCTV) to Caa1 (hyb)
from Ba1 (hyb). Moody's has placed the rating on review for further
downgrade. Previously, the outlook was no outlook.
RATINGS RATIONALE
The rating action follows the downgrade of Flagstar Bank, NA's
(Flagstar) baseline credit assessment (BCA) to b2, and reflects the
correction of an error. Both Flagstar and NYCCTV are subsidiaries
of New York Community Bancorp, Inc. (NYCB, long-term issuer rating
of B3, under review for downgrade). Ratings and assessments of NYCB
and Flagstar, including the BCA of Flagstar, were placed under
review for downgrade on January 31, 2024. In rating actions taken
on February 6 and March 1, 2024, the BCA of Flagstar was
downgraded; it is currently positioned at b2 on review for further
possible downgrade. The rating of NYCCTV's trust preferred
securities, which is determined in relation to Flagstar's BCA, was
mistakenly not considered in these recent rating actions.
Moody's said the Caa1 (hyb) rating on NYCCTV's trust preferred
securities is two notches below Flagstar's BCA. This two notch
differential reflects the risk of a coupon suspension on the trust
preferred securities as well as Moody's expectation that, in the
event of Flagstar's failure, there would be a very high severity of
loss on the trust preferred securities.
Moody's said the review for downgrade is focused on the outlook for
NYCB's CRE portfolio, earnings, capitalization, liquid resources
and use of wholesale funding. The review will also assess the
NYCB's credit risk management, balance sheet management, governance
and overall risk management capabilities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
NYCCTV's backed preferred stock rating could be upgraded if
Flagstar's BCA were to be upgraded and the backed preferred stock
rating could be downgraded if Flagstar's BCA were to be downgraded.
The principal methodology used in this rating was Banks Methodology
published in July 2021.
OIL STATES: Reports $6M Net Income for Quarter Ended Dec. 31
------------------------------------------------------------
Oil States International, Inc. revealed its results of operation
and financial condition for the quarter ended December 31, 2023.
The Company reported net income of $6 million, or $0.09 per share,
and Adjusted EBITDA of $24 million for the fourth quarter of 2023
on revenues of $208.3 million. Reported fourth quarter 2023 net
income included facility consolidation charges of $0.8 million
($0.7 million after-tax, or $0.01 per share) and patent defense
costs of $0.6 million ($0.5 million after-tax, or $0.01 per share).
These results compare to revenues of $194.3 million, net income of
$4.2 million, or $0.07 per share, and Adjusted EBITDA of $23.4
million reported in the third quarter of 2023, which included
facility consolidation charges of $1.6 million ($1.3 million
after-tax, or $0.02 per share).
For the year ended December 31, 2023, the Company reported net
income of $12.9 million, or $0.20 per share, and Adjusted EBITDA of
$87.8 million on revenues of $782.3 million. The full-year 2023
results included facility consolidation charges of $2.5 million ($2
million after-tax, or $0.03 per share) and patent defense costs of
$0.6 million ($0.5 million after-tax, or $0.01 per share). These
results compare to a net loss of $9.5 million, or $0.15 per share,
and Adjusted EBITDA of $74.0 million on revenues of $737.7 million
reported in 2022. The 2022 results included a gain of $6.1 million
($4.6 million after-tax, or $0.07 per share) recognized in
connection with the settlement of litigation.
As of December 31, 2023, the Company had $1.05 billion in total
assets, $336.9 million in total liabilities, and $709.5 million in
total stockholders' equity.
"For the oil and gas industry, the year 2023 can be summarized as a
year in which North American activity started to moderate, while
international and offshore growth strengthened. Our fourth quarter
results reflect those trends with our Offshore/Manufactured
Products segment revenues growing 24% sequentially, boosted by a
39% sequential-quarter increase in project-driven revenues. This
significant growth was substantially offset by the impact of
declines in U.S. land-based completion activity due to an
approximate 20% decline in the price of crude oil during the
quarter along with continued weak natural gas prices. Despite the
reduction in U.S. activity levels during 2023, Oil States reported
positive operating and net income for a sixth consecutive quarter,"
Oil States President and Chief Executive Officer Cindy B. Taylor
said.
"We concluded the year with strong year-over-year revenue and
Adjusted EBITDA growth, positive net income and free cash flow
contributions, lower net debt and enhanced cash returns to
stockholders," Ms. Taylor said.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/2248zkwp
About Oil States
Headquartered in Houston, Texas, Oil States International, Inc.
provides specialty products and services to oil and gas drilling
and production companies.
As of September 30, 2023, the Company had $1.048 billion in total
assets against $349.6 million in total liabilities.
Egan-Jones Ratings Company on September 19, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Oil States International, Inc.
OMNIQ CORP: To Supply Fintech Solution to Israeli Burger Chain
--------------------------------------------------------------
OMNIQ Corp. announced Purchase Order has been awarded to OMNIQ by
Burger Ranch, the largest Hamburger Chain in Israel. This
partnership marks a strategic move to enhance customer service and
operational efficiency within the fast-food sector through the
adoption of OMNIQ's proprietary Fintech solutions.
The purchase order encompasses the supply and installation of
OMNIQ's innovative Self Ordering Kiosks and Self-Check-Out Kiosks,
along with a newly introduced feature that supports cash
transactions. This technology is set to streamline the ordering
and payment processes, facilitating a smoother and more efficient
customer experience across Burger Ranch's network of over 64
restaurants.
Previously, OMNIQ successfully deployed 150 Self Ordering Kiosks
across various Burger Ranch locations, demonstrating the potential
to significantly enhance operational efficiencies and customer
satisfaction. The integration of OMNIQ's Fintech solutions is
expected to further improve service delivery by reducing wait
times, lowering labor and error-related costs, and increasing
consumer spending through an optimized ordering process.
Shai Lustgarten, CEO commented "We are proud to be awarded to
support such a reputable restaurant chain, with our fintech smart
kiosks. This award is significant as our customer achieved a
milestone recently as it took over US based Burger King restaurants
Israeli locations. This award is a significant vote of confidence
by the customer in omniQ's fintech products.
"We see the combination of Fintech and automation as one of our
more important growth engines, as automation and cost savings is
playing an important role in today's competitive environment."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp reported a net loss of $13.61 million for the year ended
Dec. 31, 2022, compared to a net loss of $13.14 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$68.47 million in total assets, $81.31 million in total
liabilities, and a total stockholders' deficit of $12.84 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
OUTFRONT MEDIA: Swings to $430.4 Million Net Loss in FY 2023
------------------------------------------------------------
OUTFRONT Media Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss
attributable to the Company of $430.4 million on $1.82 billion of
total revenues for the year ended December 31, 2023, compared to a
net income of $147.9 million on $1.77 billion of total revenues for
the year ended December 31, 2022.
As of December 31, 2023, the Company had $5.58 billion in total
assets, $4.85 billion in total liabilities, and $730.1 million in
total equity.
"We were pleased to finish the year with our fourth quarter
revenues at the higher end of guidance as a result of strength in
our local business and automated sales channels, which offset the
headwind created by the media strikes." said Jeremy Male, Chairman,
and Chief Executive Officer of OUTFRONT Media. "While it is still
early in 2024, our business is accelerating and we expect that
OUTFRONT, and the entire out-of-home industry, will benefit from a
strong media market this year."
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/5ypsajwt
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites.
In October 2023, Egan-Jones Ratings Company maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
OUTFRONT MEDIA: Verde Investments, Two Others Report Stakes
-----------------------------------------------------------
Verde Investments, Inc., Ernest C. Garcia II, and Arturo R. Moreno,
disclosed in a Schedule 13D/A Report filed with the U.S. Securities
and Exchange Commission that as of February 20, 2024, Verde
Investments and Ernest C. Garcia beneficially owned 8,396,306
shares of OUTFRONT Media Inc.'s common stock, while Arturo R.
Moreno beneficially owned 1,900,000 shares. This represents 5.1%
and 1.2% of the shares outstanding, respectively, based on
165,049,566 shares of Common Stock outstanding as of November 2,
2023.
A full-text copy of the Report is available at
https://tinyurl.com/yc7yxz48
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites.
In October 2023, Egan-Jones Ratings Company maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
PENNSYLVANIA REAL ESTATE: Amends Restructuring Support Agreement
----------------------------------------------------------------
Pennsylvania Real Estate Investment Trust disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
on February 15, 2024, the Company and certain of its direct and
indirect subsidiaries (collectively, the "Debtors") entered into
the First Amendment to Restructuring Support Agreement (the "First
Amendment"), with creditors holding over 50.1% of the loans
outstanding under the Debtors' first lien credit agreement and over
50.1% of the loans outstanding under the Debtors' second lien
credit agreement (collectively, the "Amendment Consenting
Lenders").
The First Amendment amends that certain Restructuring Support
Agreement, dated as of December 7, 2023, among the Debtors, the
Amendment Consenting Lenders, and the other creditors party
thereto, to replace the February 15, 2024, outside date and
milestone for the effectiveness of the Debtors' plan of
reorganization with an outside date and milestone of March 13,
2024.
About PREIT
PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate
investment trust that owns and manages innovative properties
developed to be thoughtful, community-centric hubs. PREIT's robust
portfolio of carefully curated, ever-evolving properties generates
success for its tenants and meaningful impact for the communities
it serves by keenly focusing on five core areas of established and
emerging opportunity: multifamily & hotel, health & tech, retail,
essentials & grocery and experiential. Located primarily in densely
populated regions, PREIT is a top operator of high quality,
purposeful places that serve as one-stop destinations for customers
to shop, dine, play and stay.
PREIT and its debtor-affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11974) on December 10, 2023. As of Sept.
30, 2023, PREIT has $1.72 billion in total assets and $1.99 billion
in total debts.
The Hon. Karen B. Owens oversees the cases.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel; Wachtell, Lipton, Rosen & Katz and Dilworth Paxson, LLP as
special counsels; and PJT Partners, LP as financial advisor. Kroll
Restructuring Administration, LLC is the notice, claims, balloting
and subscription agent.
Paul Hastings, LLP and Young Conaway Stargatt & Taylor, LLP serve
as legal counsels while Houlihan Lokey serve as financial advisor
to the ad hoc group of PREIT's first lien and second lien secured
lenders. Paul Hastings also advises the debtor-in-possession (DIP)
lenders.
PENNSYLVANIA REAL ESTATE: Subsidiaries Amend Promissory Notes
-------------------------------------------------------------
Pennsylvania Real Estate Investment Trust disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
on February 13, 2024, PR Cherry Hill STW LLC and Cherry Hill
Center, LLC (together, the "Borrowers"), both of which are indirect
subsidiaries of Pennsylvania Real Estate Investment Trust and which
together own Cherry Hill Mall, executed and delivered (a) an
Amended and Restated Promissory Note A-1 (the "A&R A-1 Note") for
the benefit of New York Life Insurance Company ("A-1 Lender")
amending and restating that certain $150.0 million Promissory Note
A-1 for the benefit of A-1 Lender dated August 15, 2012 (the
"Original A-1 Note"), and (b) an Amended and Restated Promissory
Note A-2 (the "A&R A-2 Note" and together with the A&R A-1 Note,
the "A&R Notes") for the benefit of Teachers Insurance and Annuity
Association of America ("A-2 Lender" and together with A-1 Lender,
the "Lenders") amending and restating that certain $150.0 million
Promissory Note for the benefit of A-2 Lender dated August 15, 2012
(the "Original A-2 Note" and together with the Original A-1 Note,
the "Original Notes").
In connection with the A&R Notes, on February 13, 2024, the
Borrowers, PREIT Associates, L.P. ("Guarantor") and the Lenders
also entered into certain other loan documents, including an
Omnibus Amendment to Mortgage, Assignment of Leases and Rents and
Other Loan Instruments (the "Omnibus Amendment"), to amend the
Existing Mortgage, the ALR and other loan instruments to
incorporate the A&R Notes, to make certain other revisions and to
provide for a $7,500,000 prepayment with respect to each of the
Original Notes (the "Prepayment").
Under the A&R A-1 Note, the Borrowers jointly promise to pay A-1
Lender $106,169,391.00, after taking into account the Prepayment,
together with interest thereon at a rate equal to 7.40% per annum,
payable in monthly payments, commencing on the first day of April,
2024 and payable on the first day of each and every month
thereafter until and including the Maturity Date. Under the A&R A-2
Note, the Borrowers jointly promise to pay A-2 Lender
$106,169,391.00, after taking into account the Prepayment, together
with interest thereon at a rate equal to 7.40% per annum, payable
in monthly payments, commencing on the first day of April, 2024 and
payable on the first day of each and every month thereafter until
and including the Maturity Date. Under the A&R Notes, the Maturity
Date is the earlier of (a) February 15, 2025, as the same may be
extended, and (b) the initial Failed Milestone Date (as defined in
that certain Loan Extension, Modification and Commitment to Restate
Agreement dated as of December 14, 2023 by and among the Borrowers,
Guarantor, and the Lenders ("Commitment to Restate")). The A&R
Notes contain successive extension options thereafter to February
15, 2026, August 15, 2026, February 15, 2027, and August 15, 2027,
with each extension subject to the terms and conditions set forth
under the A&R Notes and Commitment to Restate.
The A&R Notes are secured by, among other things, (a) a Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture
Filing, effective as of August 15, 2012, granted by the Borrowers
to the Lenders (the "Original Mortgage"), as amended by (i) that
certain Modification and Extension of Mortgage dated as of August
31, 2022 (the Original Mortgage, as so amended, the "Existing
Mortgage") and (ii) the Omnibus Amendment (the Existing Mortgage as
so amended, the "Mortgage"), and encumbering premises and other
property more particularly described in the Mortgage and (b) an
Assignment of Leases, Rents, Income and Cash Collateral, effective
as of August 15, 2012, from the Borrowers to the Lenders (the
"ALR"), as amended by the Omnibus Amendment.
About PREIT
PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate
investment trust that owns and manages innovative properties
developed to be thoughtful, community-centric hubs. PREIT's robust
portfolio of carefully curated, ever-evolving properties generates
success for its tenants and meaningful impact for the communities
it serves by keenly focusing on five core areas of established and
emerging opportunity: multifamily & hotel, health & tech, retail,
essentials & grocery and experiential. Located primarily in densely
populated regions, PREIT is a top operator of high quality,
purposeful places that serve as one-stop destinations for customers
to shop, dine, play and stay.
PREIT and its debtor-affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11974) on December 10, 2023. As of Sept.
30, 2023, PREIT has $1.72 billion in total assets and $1.99 billion
in total debts.
The Hon. Karen B. Owens oversees the cases.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel; Wachtell, Lipton, Rosen & Katz and Dilworth Paxson, LLP as
special counsels; and PJT Partners, LP as financial advisor. Kroll
Restructuring Administration, LLC is the notice, claims, balloting
and subscription agent.
Paul Hastings, LLP and Young Conaway Stargatt & Taylor, LLP serve
as legal counsels while Houlihan Lokey serve as financial advisor
to the ad hoc group of PREIT's first lien and second lien secured
lenders. Paul Hastings also advises the debtor-in-possession (DIP)
lenders.
POLISHED.COM INC: NYSE to Commence Delisting Proceedings
--------------------------------------------------------
NYSE American LLC on March 1 disclosed that the staff of NYSE
Regulation has determined to commence proceedings to delist the
common stock of Polished.com Inc. (the "Company") -- ticker symbol
POL -- from NYSE American. Trading in the Company's common stock
will be suspended immediately.
NYSE Regulation has determined that the Company is no longer
suitable for listing and will commence delisting proceedings
pursuant to Section 1003(c)(i) of the NYSE American Company Guide
in light of the Company's disclosure on February 29, 2024 that it
has suspended operations and anticipates filing a case under the
provisions of Chapter 7 of the Bankruptcy Code as soon as
practicable.
The Company has a right to a review of staff's determination to
delist the common stock by the Listings Qualifications Panel of the
Committee for Review of the Board of Directors of the Exchange. The
NYSE American will apply to the Securities and Exchange Commission
to delist the Company's common stock upon completion of all
applicable procedures, including any appeal by the Company of the
NYSE Regulation staff's decision.
About Polished.com Inc.
Brooklyn-based Polished.com Inc., formerly known as 1847 Goedeker
Inc., (NYSE American: POL) is a content-driven and
technology-enabled shopping destination for appliances, furniture
and home goods. In April 2019, it acquired substantially all of
the assets of Goedeker Television, a brick and mortar operation
with an online presence serving the St. Louis metro area. Since
that acquisition, it has grown into a nationwide omnichannel
retailer. Through its June 2021 acquisition of Appliances
Connection, it has evolved into a growth-oriented e-commerce
platform, offering an expansive selection of household appliances
throughout the United States. In July 2021, it added to the
platform by acquiring Appliances Gallery. On July 20, 2022, the
Company changed its corporate name from 1847 Goedeker Inc. to
Polished.com Inc.
As of Dec. 31, 2022, the Company had $261.9 million in total assets
against $199.3 million in total liabilities.
PRESTO AUTOMATION: Registers 2M More Shares Under Incentive Plan
----------------------------------------------------------------
Presto Automation Inc. filed with the U.S. Securities and Exchange
Commission a Registration Statement to register additional shares
of common stock, par value $0.0001 per share, of the Company to be
issued under the Company's Amended and Restated 2022 Incentive
Award Plan (the "A&R 2022 Incentive Plan"). The A&R 2022 Incentive
Plan became effective following the receipt of stockholder approval
at the Company's 2023 Annual Meeting of Stockholders, held on
December 6, 2023.
The A&R 2022 Incentive Plan amends and restates the Company's 2022
Incentive Award Plan (the "2022 Incentive Plan") in order to, among
other things, (a) increase the shares of Common Stock of the
Company reserved for issuance under the 2022 Incentive Plan by an
additional 2,000,000 shares and (b) modify the current evergreen
provision such that the number of shares reserved and available for
issuance under the 2022 Incentive Plan will be cumulatively
increased as of July 1, 2024 and every July 1 thereafter (as
opposed to January 1 as currently provided in order to align the
evergreen with the Company's fiscal year), ending on and including
July 1, 2033, by the lesser of (i) five percent (5%) (as opposed to
one percent (1%) as currently provided) of the number of shares
issued and outstanding on the immediately preceding June 30 or (ii)
such smaller number of shares as determined by the Company's Board
of Directors or the Compensation Committee of the Board of
Directors. This Registration Statement registers the additional
2,000,000 shares of Common Stock available for issuance under the
A&R 2022 Incentive Plan as a result of the increase adopted by our
Board of Directors and approved by our stockholders, and an
additional 984,302 shares of Common Stock that were previously
granted as restricted stock units under the 2022 Incentive Plan and
subsequently forfeited, cancelled, or otherwise terminated and
returned to the plan without the delivery of any shares of Common
Stock thereunder.
A full-text copy of the Registration Statement is available at
https://tinyurl.com/z5a8eaub
About Presto Automation
Presto Automation Inc. provides enterprise grade AI and automation
solutions to the restaurant enterprise technology industry. The
Company's solutions are designed to decrease labor costs, improve
staff productivity, increase revenue and enhance the guest
experience. The Company offers its AI solution, Presto Voice, to
quick service restaurants (QSR) and its pay-at-table tablet
solution, Presto Touch, to casual dining chains. Some of the most
recognized restaurant names in the United States are among its
customers, including Carl's Jr., Hardee's, Del Taco and Checkers
for Presto Voice and Applebee's, Chili's and Red Lobster for Presto
Touch.
Substantial doubt exists about the Company's ability to continue as
a going concern within one year after the date that the financial
statements are available to be issued. The Company intends to
mitigate the conditions or events that raise this substantial
doubt, however, as some components of these plans are outside of
management's control, the Company cannot ensure they will be
effectively implemented. The Company cannot be sure that any
additional financing will be available on acceptable terms, if at
all. If the Company is unable to raise additional capital when
desired, its business, results of operations, and financial
condition would be materially and adversely affected. The
Company's condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal
course of business, the Company said in its Quarterly Report for
the period ended Sept. 30, 2023.
QUARTZ ACQUIRECO: Moody's Alters Outlook on 'B1' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed Quartz AcquireCo, LLC
(Qualtrics)'s ratings including its B1 Corporate Family Rating,
B1-PD Probability of Default Rating and B1 senior secured debt
ratings. The company is upsizing its term loan facility for
general corporate purposes including repaying revolver borrowings.
The outlook was revised to negative from stable.
The change in outlook to negative reflects revenues, EBITDA and
cash flow that are well behind Moody's expectations, weakened
liquidity and delays in getting to metrics appropriate for the B1
rating level. While the company has grown revenues since the
acquisition by Silver Lake in June 2023, revenue growth was around
half the levels originally expected which has negatively impacted
EBITDA and cash flow. In addition employee stock obligations (RSU)
at closing were higher than expected which led to elevated payments
in Q3 and Q4 2023 and will result in higher than expected required
payments in 2024. Free cash flow after employee RSU payments will
likely be materially negative in 2024 but should trend positive
thereafter in the absence of debt funded acquisitions. Continued
delays in reaching positive free cash flow could result in a
downgrade of the ratings.
RATINGS RATIONALE
Qualtrics' B1 CFR reflects very high leverage offset by the
company's leading position in the Customer Experience Management
software industry, solid growth profile, and large proportion of
equity in the capital structure. Qualtrics' cost reduction plans
are well underway and have the potential to significantly reduce
leverage and improve cash flow over the next two years.
Free cash flow has been negative historically and likely will
continue to be strongly negative in 2024 driven by significant
employee RSU payments. Debt to EBITDA (Moody's adjusted) is around
20x excluding transaction expenses and employee stock related
charges (cash and non-cash). Leverage is closer to 10x further
excluding restructuring and SAP related charges. If Qualtrics
successfully implements its cost savings plans without materially
impacting the business, Moody's expects that debt to EBITDA (before
ongoing employee non-cash stock related compensation) could
decrease towards 5x over the next 12-18 months in the absence of
debt funded acquisitions. Leverage including ongoing employee
non-cash comp will be substantially weaker.
The credit profile benefits from Qualtrics' position as one of the
largest providers of customer experience and employee experience
management software with particular strength in survey tools and
platforms to integrate feedback across chat, SMS, voice, email, and
social media channels. Qualtrics has grown at a strong double digit
annualized growth rate over the past five years driven by the
strength of the company's products and clients growing appreciation
of the value of integrated real time feedback from customers and
employees. However, growth is moderating quickly and trending to
mid to high single digit levels. It is unclear if recent and
planned cost actions have or will have an impact on growth rates.
Moody's anticipates that Qualtrics will continue to make
acquisitions which could delay deleveraging plans. The credit
facilities have significant flexibility to upsize the facilities as
well as incur junior debt, all of which could potentially be used
to fund acquisitions or distributions to shareholders.
The negative outlook reflects execution risks related to the
company's cost savings plan and the likelihood of negative free
cash flow in 2024 and weakened liquidity.
'FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the restructuring disrupts
performance, Qualtrics pursues debt funded acquisitions or
distributions or Moody's expects that leverage will remain above 5x
or free cash flow (before RSU payments) to debt will be sustained
below 15 %. Slowing revenue growth below double digits or
deteriorating liquidity could also lead to a downgrade.
The ratings could be upgraded if Qualtrics is able to materially
improve margins and cash flow without disrupting the business such
that Moody's expects that leverage will remain below 4x and free
cash flow (before RSU payments) to debt will be above 25 %.
Qualtrics International, Inc. is a provider of customer and
employee experience management software and services. Headquartered
in Provo, Utah, Qualtrics generated $1.7 billion of revenues in
2023. The company is owned by private equity firm Silver Lake
Partners and Canada Pension Plan.
The principal methodology used in these ratings was Software
published in June 2022.
QUARTZ HOLDING: Moody's Affirms 'B3' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Quartz Holding Company's
("QuickBase") B3 Corporate Family Rating and B3-PD Probability of
Default Rating. Concurrently, Moody's assigned B3 ratings on the
company's proposed backed senior secured first lien revolving
credit facility and backed senior secured first lien term loan. The
outlook is maintained at stable.
The rating affirmation follows Quickbase's proposed issuance of an
incremental first lien term loan to pay off the second lien term
loan (unrated). Moody's views the transaction as credit positive as
it will also extend the maturity of Quickbase's revolving credit
facility from January 2026 to July 2028 and first lien term loan
from April 2026 to October 2028.
RATINGS RATIONALE
The B3 CFR reflects Moody's expectation that Quickbase's adjusted
debt/EBITDA leverage will improve to mid 5x over the next 12 to 18
months from over 6x as of December 2023 (on a pro forma cash EBITDA
basis, including change in deferred revenue and expensing
capitalized development costs). Quickbase has experienced strong
revenue growth of 17% in fiscal year 2023 as it benefitted from the
FastField acquisition, price increases, solid retention rates, and
new logo wins. Moody's projects continued double digit percentage
top line growth in 2024 with expanded profit margins driven by
realized benefits from prior investments and restructuring
initiatives.
Quickbase benefits from a highly diversified revenue base, across
customers and end markets, which is expected to provide revenue
stability going forward. The company's annualized recurring revenue
grew by 21% in fiscal year 2023 which demonstrates the success of
recent investments undertaken by the company in building up its
sales capacity and channel partners, as well as expanding
internationally. The growing end markets led by digitalization,
investments in cybersecurity, and focus on generative AI provide
strong medium term growth opportunities.
QuickBase's business scale is small compared to a number of larger
competitors possessing significant resources and product
development capabilities. The company's cash generation has also
been constrained in fiscal year 2023 largely driven by the unhedged
exposure to interest rates in a high interest environment and
restructuring costs. However, the proposed March 2024 transaction
will replace Quickbase's higher cost second lien term loan with
lower cost first lien term loan, lowering the company's interest
costs and improving its free cash flow going forward.
Moody's views Quickbase's liquidity as adequate reflecting a pro
forma cash balance of $12.9 million and $20.4 million availability
under the company's $40 million revolving credit facility, which is
expected to expire in July 2028. Moody's expects the company to
generate positive free cash flow over the next 12 to 18 months
which is expected to support deleveraging. The revolving credit
facility contains a springing maximum first lien senior secured
leverage covenant of 8.0x (springing at 40% draw). Moody's expects
the company to be in compliance with its covenant over the next 12
months with ample cushion.
The stable outlook reflects Moody's expectation that QuickBase's
top line will grow in the low double digit percentage range over
the next 12-18 months and adjusted EBITDA margins will improve
driven by realized benefits from prior investments in growth
initiatives. Moody's expects leverage to decrease to mid 5x (on a
cash EBITDA and Moody's adjusted basis) over the outlook period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
QuickBase's ratings could be upgraded if the company maintains
strong organic revenue growth, sustains leverage below 6.5x (on a
cash EBITDA basis), produces consistent adjusted free cash flow to
debt around 5% and improves liquidity. Ratings could be downgraded
if organic growth were to slow substantially while outsized
investments continue, leverage were to be sustained above 8.5x (on
a cash EBITDA basis), or Moody's expects free cash flow generation
will remain negative.
QuickBase is a provider of low code/no code platforms that allow
enterprise customers to develop proprietary customized applications
quickly and cost-efficiently with no software development expertise
required (citizen development). QuickBase is owned by Vista, Welsh,
Carson, Anderson & Stowe ("WCAS") and management since its LBO in
April 2019.
The principal methodology used in these ratings was Software
published in June 2022.
RADIATE HOLDCO: Moody's Cuts CFR to Caa2, Outlook Remains Negative
------------------------------------------------------------------
MOODY'S Ratings downgraded Radiate HoldCo, LLC's (Radiate or the
Company) Corporate Family Rating to Caa2, from Caa1 and Probability
of Default Rating to Caa3-PD, from Caa2-PD. Concurrently, Moody's
downgraded the Company's senior secured first lien bank credit
facilities and senior secured first lien notes to Caa1 from B3 and
the senior unsecured notes to Ca from Caa3. The outlook remains
negative.
The rating action reflects the increased risk of an unsustainable
capital structure with high and rising leverage (at 7.7x as of LTM
Q3 2023, Moody's adjusted gross debt / EBITDA) coupled with
declining revenue, earnings, free cash flows and liquidity.
RATINGS RATIONALE
Radiate's credit profile reflects the Company's moderate scale and
highly negative governance risk, reflecting financial strategy and
risk management policies that tolerates high and rising leverage
along with a history of material shareholder distributions.
Ownership and control are also highly concentrated within a single
private equity firm. Capital intensity is high, with investments
near 25% of revenue, a significant call on cash, and producing
negative free cash flow. The Company's market position is weak, due
to its mostly overbuilder operating strategy. This is evident in
falling subscriber trends and penetration rates that are well below
the peer group average (e.g. U.S. rated cable operators), including
some measures ranked near the bottom. More intense competition has
stalled the broadband growth engine, while voice and video
subscribers are declining at high and accelerated rates.
Despite these challenges, the business model produces fairly
predictable monthly subscription services paid for by a large and
very diverse customer base. Supporting the business are valuable
assets, specifically a fiber-rich high-speed communication network
with superior speeds. EBITDA margins are also relatively stable in
the low 40% range.
Radiate has weak liquidity with limited cash balances and negative
free cash flow expected over the next 12 months, a largely drawn
revolving credit facility, and a mostly secured capital structure
which limits alternate liquidity. Covenant headroom is expected to
be adequate.
The instrument ratings reflect the probability of default of the
Company, as reflected in the Caa3-PD Probability of Default Rating,
and an assumed average expected family recovery rate of 65% at
default. Moody's rates the senior secured bank credit facilities
and senior secured notes at Caa1, one notch above the CFR with a
fully secured priority claim on all assets. The unsecured notes are
rated Ca, two notches below the CFR with the subordination to
secured bank lenders.
The negative outlook reflects Moody's belief that the capital
structure may be unsustainable, and a capital restructuring over
the near term is likely which could involve a distressed debt
exchange.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a positive rating action if the company
substantially improves the sustainability of the capital structure
through debt reduction or improving operating performance.
Moody's could consider a negative rating action if the risk of
default rises further or Moody's assessment of recovery in a
default scenario deteriorates.
Radiate, based in Princeton, New Jersey, is the parent of RCN
Telecom Services, LLC, Grande Communications Networks LLC, and Wave
Broadband, d/b/a/ Astound Broadband. The Company provides video,
high-speed internet and voice services to residential and
commercial customers across a diversified footprint spanning
certain markets on the West and Northeast coast as well as Chicago
and Texas. As of the period ended September 30, 2023, the Company
served approximately 262 thousand video, 1,075 thousand HSD, and
224 thousand voice subscribers. Revenue for the last twelve months
ended September 30, 2023, was approximately $1.7 billion. Radiate
is majority owned and controlled by Stonepeak Infrastructure
Partners, with TPG Capital and executive management (Patriot Media
Consulting) holding minority interests.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
RITE AID: Enters Into Agreement to Sell Health Dialog Business
--------------------------------------------------------------
Rite Aid Corporation (OTC: RADCQ) ("Rite Aid" or the "Company") on
March 6 disclosed that it has entered into an asset purchase
agreement ("APA") for the partial sale of its Health Dialog
business to Carenet Health ("Carenet"), a provider of healthcare
engagement, clinical support, telehealth and advocacy solutions.
Health Dialog provides personalized population health solutions to
improve the health of members while reducing overall medical costs
for companies and organizations. Under the terms of the APA,
Carenet will acquire Health Dialog's Nurse Advice Line, Chronic
Care Management solution and Shared Decision-Making solution, along
with client contracts associated with those services.
"This transaction, combined with our recent divestiture of Elixir
Solutions, underscores our commitment to aligning Rite Aid's
portfolio around the key healthcare products, services and
solutions that are core to our future," said Jeffrey S. Stein, CEO
and Chief Restructuring Officer. "As we move through the
restructuring process, we are making important progress executing
on our growth and profitability initiatives and implementing our
go-forward business plan, focused on creating a portfolio of
high-performing stores, a leaner supply chain and a more efficient
operating model."
Health Dialog's Medication Adherence Management and Medication
Therapy Management solutions are not included in the proposed
transaction. Rite Aid is integrating these into the Company's
clinical offerings.
Mr. Stein added, "Health Dialog's clients and members will be in
terrific hands with Carenet, which is a pioneer and industry leader
in personalized healthcare engagement solutions. We are committed
to ensuring a smooth transition for all Health Dialog stakeholders
and are confident this is the best path forward for them and for
Rite Aid."
The transaction, which is subject to Bankruptcy Court approval and
customary closing conditions, is expected to close early in the
second quarter of the calendar year 2024.
Additional Information
Additional information related to the APA and Rite Aid's
restructuring proceedings are available at
https://restructuring.ra.kroll.com/RiteAid.
Kirkland & Ellis LLP is serving as legal advisor, Guggenheim
Securities is serving as investment banker, and Alvarez & Marsal is
serving as transformation officer and financial advisor.
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy.
Its wholly owned subsidiaries include Elixir, Bartell Drugs and
Health Dialog. Elixir, Rite Aid's pharmacy benefits and services
company, consists of accredited mail and specialty pharmacies,
prescription discount programs and an industry leading adjudication
platform to offer superior member experience and cost savings.
Health Dialog provides healthcare coaching and disease management
services via live online and phone health services. Regional chain
Bartell Drugs has supported the health and wellness needs in the
Seattle area for more than 130 years.
Rite Aid Corporation and various affiliated entities sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition
signed by Jeffrey S. Stein, their chief executive officer and chief
restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in
total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the jointly consolidated cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructing Administration as
claims and noticing agent.
Kramer Levin Naftalis & Frankel LLP, serves as counsel to the
Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP
serves as co-counsel to the Committee.
A Tort Claimants Committee is represented by Akin Gump Strauss
Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl,
Rose & Podolsky, P.A as local counsel.
The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law
Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised
of parents and guardians advocating on behalf of children born with
Neonatal Abstinence Syndrome, and who assert general unsecured
claims on account of the children's fetal opioid exposure.
DLA Piper LLP (US) serves as counsel to Medimpact Healthcare
Systems, Inc., the buyer of the Elixir pharmacy benefits management
business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP
serve as co-counsel to Bank of America, N.A., the administrative
agent for the prepetition first lien lenders and the DIP lenders.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP
represent the Ad Hoc Group of Secured Noteholders. FTI Consulting
and Evercore is serving or served as financial advisors to the
Bondholders.
ROBERTSHAW US: Seeks to Hire Ordinary Course Professionals
----------------------------------------------------------
Robertshaw US Holding Corp. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire professionals
utilized in the ordinary course of business.
The OCP's include:
Ernst & Young Accounting
200 Plaza Drive
Secaucus, NJ 07094
Monthly Cap: 35,000
Willis Tower
Watson Valuation Suite 1700
8400 Normandale Lake Boulevard
Minneapolis, MN 55437
Monthly Cap: 40,000
Stout Risius Ross LLC
Appraisal/Valuation
141 W. Jackson Blvd, Suite 1000
Chicago, IL 60604 7,000
Monthly Cap: 35,000
AEI Corporation
Cause & Origin Experts
8197 W Brandon
Dr. Littleton, CO 80125
Monthly Cap: 12,000
Engineering Systems, Inc
Cause & Origin Experts
4215 Campus Drive
Aurora, IL 60504
Monthly Cap: 12,000
Iberbrand, S.C.
Mexican Trade Compliance Litigation
Montes Urales 750-402 Lomas de
Chapultepec C.P. 11000
Mexico City, Mexico
Monthly Cap: 10,000
Agon Economia y Derecho, S.C.
Mexican Trade Compliance Litigation
Paseo de la Reforma 222 Floor 8
Juarez Cuauhtemoc
Mexico City 06600 Mexico
Monthly Cap: 10,000
Dentons - Beijing Law Offices, LLP (Shenzhen)
China legal adviser
10 and 17 Gongjiao
Building No. 1001
Lianhua Branch Road
Futian District
Shenzhen 518036 China
Monthly Cap: 5,000
Ernesto VelardeDanache, Inc.
Mexican Legal Counsel
1650 Paredes Line Road Suite 101
Brownsville, TX 78521
Monthly Cap: 5,000
Gianni & Origonni
Italian Litigation Counsel
Piazza Belgioioso 2, 20121
Milano, Italy
Monthly Cap: 40,000
Hall Booth Smith P.C.
GA PL counsel representing nonDebtors in FL litigation
191 Peachtree Street NE Suite 2900
Atlanta, GA 30303
Monthly Cap: 5,000
Laner Muchin, Ltd.
Immigration Law
515 N. State Street Suite 2800
Chicago, IL 60654
Monthly Cap: 10,000
Martin & Drought, P.C.
Mexican Corporate Books
300 Convent Street, #2500
San Antonio, TX 78205
Monthly Cap: 7,500
Miller and Martin PLLC
Patent Counsel
1200 Volunteer Building
832 Georgia Ave.
Chattanooga, TN 37402
Monthly Cap: 6,000
Pattishall McAuliffe LLP
Trademark Counsel
200 S Wacker Drive, Suite 2900
Chicago, IL 60606-5896
Monthly Cap: 10,000
Reinhart Boerner & VanDeuren
Patent Counsel
1000 N Water St Suite 1700
Milwaukee, WI 53202
Monthly Cap: 11,000
RE-Law LLP
Ontario (Legal)
4949 Bathurst St., Suite 206
Toronto, ON M2R 1Y1 Canada
Monthly Cap: 3,000
Bell Temple LLP
Ontario (Legal)
393 University Ave, Suite 1300
Toronto, ON M5G 1E6 Canada
Monthly Cap: 3,000
Lapointe Rosenstein (LRRM)
Quebec (Legal)
1 Place Ville Marie Suite 1300
Montreal, QC H3B 0E6 Canada
Monthly Cap: 3,000
Lavery, De Billy, LLP
Quebec (Legal)
1 Place Ville Marie Suite 4000
Montreal, QC H4B 4M4 Canada
Monthly Cap: 3,000
Robinson Sheppard Shapiro LLP
Ontario (Legal)
800 Du Square-Victoria #4600
Montreal, QC H4Z 1H6 Canada
Monthly Cap: 3,000
About Robertshaw US Holding
Robertshaw US Holding Corp., along with its affiliates, is a global
leader in designing and manufacturing innovative control systems
and components for the appliance and HVAC industries.
Robertshaw US Holding and its affiliates filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024,
with $500 million to $1 billion in assets and liabilities. John
Hewitt, chief executive officer, signed the petitions.
The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP
as bankruptcy counsel; Guggenheim Securities, LLC as investment
banker and financial advisor; and KPMG, LLP as accountant, tax
advisor and auditor. Kroll Restructuring Administration, LLC is the
claims, noticing, solicitation and balloting agent.
RUDGEAR LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Rudgear LLC
5441 Country Club Pkwy
San Jose, CA 95138
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-50333
Judge: Hon. M Elaine Hammond
Debtor's Counsel: Vinod Nichani, Esq.
NICHANI LAW FIRM
111 N. Market Street, Suite 300
San Jose, CA 95113
Tel: 408-800-6174
Fax: 408-2909-802
E-mail: vinod@nichanilawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Michael Luu as manager.
The Debtor indicated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7DI6EKI/Rudgear_LLC__canbke-24-50333__0001.0.pdf?mcid=tGE4TAMA
SEMILEDS CORP: Trung Doan Has 17.89% Stake as of Feb. 9
-------------------------------------------------------
Trung T. Doan disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of February 9,
2024, he beneficially owned 1,275,999 shares, including 127,141
shares common stock, par value $0.0000056 per share of SemiLEDs
Corporation owned directly by The Trung Doan 2010 GRAT, of which
Doan is the sole trustee. This represents 17.89% of the shares
outstanding based on the sum of (i) 4,969,032 shares of Common
Stock outstanding as of January 2, 2024 reported on the most
recently filed periodic report on Form 10-Q of SemiLEDs Corp. for
the quarter ended November 30, 2023; plus (ii) 629,921 shares
received by Doan upon partial repayment of that certain secured
loan agreement described.
A full-text copy of the Report is available at
https://tinyurl.com/nh298cjz
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Nov. 27, 2023, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a
going concern.
SERES THERAPEUTICS: PricewaterhouseCoopers Raises Concern Doubt
---------------------------------------------------------------
Seres Therapeutics, Inc. disclosed in a Form 10-K Report filed with
the U.S. Securities and Exchange Commission for the fiscal year
ended December 31, 2023, that PricewaterhouseCoopers LLP, the
Company's auditor since 2014, expressed that there is substantial
doubt about the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 5, 2024, Boston, MA-based PricewaterhouseCoopers LLP,
said, "The Company has incurred losses and negative cash flows from
operations since its inception and needs to raise additional
capital to fund future operations, which raises substantial doubt
about its ability to continue as a going concern."
The Company incurred a net loss of $113.7 million for the year
ended December 31, 2023, and $250.2 million for the year ended
December 31, 2022. As of December 31, 2023, it had an accumulated
deficit of $978.2 million.
The Company's ability to continue as a going concern is dependent
upon its ability to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due, and to generate profitable
operations in the future. Management plans to provide for the
Company's capital requirements through financing or other
transactions, including drawing the Tranche B Term Loan pursuant to
the Oaktree Credit Agreement, which is expected to become available
to the Company based on VOWST net sales forecasts assuming
continued quarter-over-quarter net sales growth, and selling shares
under the Company's at the market equity offering. There can be no
assurance that the Company will generate significant profit from
the transfer of VOWST to Nestle or its share of collaboration
profits resulting from net sales of VOWST, or that it will be able
to raise additional capital to fund operations with terms
acceptable to the Company, or at all. Because certain elements of
management's plans to mitigate the conditions that raised
substantial doubt about the Company's ability to continue as a
going concern are outside of the Company's control, including the
ability to raise capital through an equity or other financing,
those elements cannot be considered probable according to
Accounting Standards Codification ("ASC") 205-40, Going Concern
("ASC 205-40"), and therefore cannot be considered in the
evaluation of mitigating factors. As a result, management has
concluded that substantial doubt exists about the Company's ability
to continue as a going concern for 12 months from the date the
consolidated financial statements were issued.
As of December 31, 2023, the Company had $358.6 million in total
assets, $403.5 million in total liabilities, and $44.9 million in
total stockholders' deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/w7u8mhk8
About Seres Therapeutics
Cambridge, MA-based Seres Therapeutics, Inc. is a commercial-stage
microbiome therapeutics company focused on the development and
commercialization of a novel class of biological drugs, which are
designed to treat disease by modulating the microbiome to restore
health by repairing the function of a disrupted microbiome to a
non-disease state.
SHELTERING ARMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sheltering Arms Children and Family Services, Inc.
2 Park Avenue, 20th Floor
New York, NY 10016
Business Description: Founded approximately 200 years ago,
Sheltering Arms (formerly Episcopal Social
Services of New York, Inc.), maintained a
mission to foster a society where every
child and family it served was given the
opportunity to succeed and thrive. Driven
by this mission, the Debtor maintained a
wide array of innovative and compassionate
programs and services designed to enhance
the education, well-being and development of
children, their families and communities.
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-41037
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Adam T. Berkowitz, Esq.
Michael Goldberg, Esq.
GARFUNKEL WILD, P.C.
111 Great Neck Road
Suite 600
Great Neck, NY 11021
Tel: 516-393-2502
Fax: 516-393-2502
Email: aberkowitz@garfunkelwild.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Judith Pincus as chief executive
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. New York City Government $10,389,878
Administration for Contract
Children's Services
150 Williams Street
New York, NY 10038
Joseph Cardieri
Tel: (212) 341-0927
Email: joseph.cardieri@acs.nyc.gov
2. Pension Benefit Guaranty Pension $3,150,000
Corporation Obligations
445 12th Street, SW
Washington, DC
20024-2101
Zoe Wadge
Tel: (202) 880-1890
Email: wadge.zoe@pbgc.gov
3. New York City Government $1,376,274
Department of Contract
Education
52 Chambers Street
New York, NY 10007
Liz Vladeck
Tel: (212)-374-6888
Email: asklegal@schools.nyc.gov
4. New York State Unemployment Unknown
Department of Labor Insurance
Unemployment Contributions
Insurance Division
Building 12, Room 256
W.A. Harriman Campus
Albany, NY 12240
Attention: Julie Brazie
Tel: (800)-456-1015
5. 25 Broadway Office Lease $1,079,590
Properties, LLC
Olshan Frome
Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Jospeh Weiner
Tel: (212) 451-2300
Email: jweiner@olshanlaw.com
6. New Jersey Trade Debt $975,734
Manufacturers
Insurance Company
301 Sullivan Way
West Trenton, NJ 08628
Roxanne Wagner
Tel: (609) 883-1300x6540
Email: RWagner@njm.com
7. New York State Medicaid $417,246
Office of the
Medicaid Inspector General
800 North Pearl Street
Albany, NY 12240
Frank T Walsh
Tel: (518) 474-5036
Email: collections@omig.ny.gov
8. Tsafon Associates, LLC Lease $227,742
c/o Braun
Management Inc.
160 Broadway, 1st Floor
New York, NY 10038
Tel: (212) 349-2154
Email: info@braunre.com
9. New York City Government $168,427
Department of Contract
Youth and Community
Development
156 Williams Street
6th Floor
New York, NY 10038
Caroline Press
Tel: (646) 343-6270
Email: cpress@dycd.nyc.gov
10. Iron Mountain Trade Debt $70,933
2 Sun Court
Norcross, GA 30092
Lea Yco
Tel: (866) 900-1350x2223043
Email: lea.yco@ironmountain.com
11. Quantum Strategies, LLC Trade Debt $68,128
1 Coopershawk Lane
Chadds Ford, PA 19317
Email: accounting@qs2500.com
12. Netsmart Technologies Inc. Trade Debt $59,076
11100 Nall Ave
Overland Park, KS 66211
Tel: (913) 327-7444
Email: ar@ntst.com
13. American Express Trade Debt $58,340
200 Vesey Street
New York, NY 10285
Matthew Heimann, GCO
Tel: (800) 528-2121
Email: matthew.heimann@aexp.com
14. Pride Healthcare LLC Trade Debt $50,049
420 Lexington Ave
30th Floor
New York, NY 10170
Tel: (212) 661-1170
Email: accounting@pride-health.com
15. TemPositions Health Care Trade Debt $49,770
622 Third Avenue,
39th Floor
New York, NY 10017
Tel: (212) 916-0840
Email: gavancena@tempositions.com
16. Apex Mechanical Corp Trade Debt $44,383
2800 Webster Ave
Bronx, NY 10458
Tel: (718) 220-4200
Email: natashal@apexmechcorp.com
17. HealthFirst Trade Debt $44,115
100 Church Street
New York, NY 10007
Tel: (888) 801-1660
18. De Lage Landen Copier Lease $37,572
Financial Services, Inc.
1111 Old Eagle
School Road
Wayne, PA 19087
Tel: (800) 735-3273
Email: sfantini@leasedirect.com
19. Briscoe Protective Trade Debt $36,571
Systems Inc.
99 Mark Tree Road
Suite 201
Centereach, NY
11720-2276
Tel: (631) 864-8666
Email: accounting@briscoeprotective.com
20. IMA Systems LLC Trade Debt $33,502
32 Broadway
Suite 614
New York, NY 10004
Tel: (212) 722-6677
Email: naomi@imasys.com
SILVER LAKE GOLF: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: Silver Lake Golf Course, Inc.
2602 W. Walton Blvd.
Waterford, MI 48329
Business Description: Silver Lake Golf is a challenging 9
hole regulation golf course located in
Waterford, MI. Silver Lake Golf Club
features all the hallmarks of Michigan golf
with oscillating bent grass greens, sand
traps, water hazards, and varrying
elevations.
Chapter 11 Petition Date: March 7, 2024
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 24-42219
Judge: Hon. Thomas J. Tucker
Debtor's Counsel: David R. Shook, Esq.
DAVID R. SHOOK, ATTORNEY AT LAW
4139 W. Walton Blvd., Suite F
Waterford Township, MI 48329
Tel: (248) 625-6600
Email: ecf@davidshooklaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mary Quackenbush as
secretary/treasurer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4EWPZGQ/Silver_Lake_Golf_Course_Inc__miebke-24-42219__0001.0.pdf?mcid=tGE4TAMA
SOUTH BROADWAY: Taps Zaleski Properties as Property Manager
-----------------------------------------------------------
South Broadway Realty Enterprise Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Zaleski Properties LLC as its property manager and real estate
broker.
Zaleski will act as the property manager for the Debtor's property
located at 640-654 South Broadway, Hicksville, New York 11801.
Zaleski will act as the real estate broker to immediately list the
vacant portions of the property for lease and if necessary, the
sale of the property.
For management services, Zaleski will be paid a property fee of
$3,000 per month.
For the real estate broker services, Zaleski will be paid a
commission as follows:
(a) in the event a cash sum for sale, a commission equal to 5
percent of the sale of property;
(b) in the case of a lease transaction or possession by a
tenant, a commission equal to 4 percent of the value of the
leasehold with half payable on lease execution and half payable 3
months after tenant occupies premises and pays first month’s
rent; and
(c) if a joint venture agreement shall be consummated between
the Debtor, its principal and another party, a 6 percent commission
shall be paid on the valuation of the property.
In the event of another broker bringing a potential lease tenant
for the shopping center, Zaleski shall receive 2 percent commission
and the outside procuring broker shall receive 4 percent.
ZP LLC is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Mike Zaleski
Zaleski Properties LLC
207 E 74th St
New York, NY 10021
Phone: (212) 861-7510
About South Broadway Realty Enterprise Inc.
South Broadway owns a commercial building located at 640 South
Broadway Hicksville, New York 11801 valued at $2.5 million.
South Broadway Realty Enterprise, Inc. in Hicksville, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 23-74237) on November 13, 2023, listing $2,500,013 in assets
and $2,080,067 in liabilities. Francesco Guerrieri as president,
signed the petition.
Judge Alan S. Trust oversees the case.
LAW OFFICES OF AVRUM J. ROSEN, PLLC serve as the Debtor's legal
counsel.
STATION CASINOS: Moody's Assigns Ba2 Rating to New Secured Loans
----------------------------------------------------------------
Moody's Investors Service affirmed Station Casinos LLC's B1
Corporate Family Rating, B1-PD Probability of Default Rating, and
the B3 rating on its senior unsecured notes. Moody's assigned a Ba2
rating to the company's proposed senior secured revolving credit
facility and senior secured term loan B. Moody's also affirmed the
ratings on the company's existing senior secured revolving credit
facility, term loan A, and term loan B1 at Ba3 and expects to
withdraw them. The company's Speculative Grade Liquidity rating
remains SGL-2, and the outlook remains stable.
The ratings affirmation reflects the company's solid performance
and expectation that leverage will decline from peak levels
following the successful opening of the Durango property. In
addition, the affirmation considers the largely debt for debt
nature of the company's proposed refinancing, which also extends
its maturity profile, supporting the company's liquidity. The
secured rating assigned at Ba2 reflects the mix shift in the
company's capital structure, with the reduction in secured debt and
the increase in unsecured debt, supporting the recovery prospects
of the secured debt.
Net proceeds from the transaction, along with expected new
unsecured debt to be issued and a $200 million draw on the
company's revolver, will be used pay down Station Casinos' existing
term loan A due 2025, refinance the existing term loan B1 due 2027,
and pay related fees and expenses.
RATINGS RATIONALE
Station Casinos LLC's (B1 stable) credit profile reflects the
historically stable operating results, limited supply growth in the
Las Vegas locals market and solid margins. Positive free cash flow
before growth capex and good liquidity further support the credit
profile. Moody's expects gross debt to adjusted EBITDA leverage to
come down from peak levels, as the company has completed and opened
its Durango property, which will ramp up in the next few quarters.
Station continues to see strong operating results and improved
EBITDA margins as compared to pre-pandemic levels. Key challenges
are the company's geographic concentration and vulnerability to
changes in the economic environment given the highly discretionary
nature of consumer spending on casino gaming.
The stable outlook considers the solid operating performance of the
company's business as compared to pre-pandemic levels, Moody's
expectation for sustained performance with potential for some
margin deterioration. The stable outlook also incorporates the
company's good liquidity and the expectation for leverage to
decline from current levels following the December 2023 opening of
its new Durango property.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if EBITDA margin declines from factors
such as volume pressures or higher operating costs, liquidity
deteriorates, or the company is unable to sustain debt-to-EBITDA
below 5.25x.
Ratings could be upgraded if the company generates consistent
positive free cash flow, continues to grow revenue, and maintain
debt-to-EBITDA below 4.0x.
The principal methodology used in these ratings was Gaming
published in June 2021.
Station Casinos LLC owns and operates 6 major hotel/casino
properties (7 when Durango opens) and ten smaller casino properties
(three of which are 50% owned) in the Las Vegas metropolitan area.
Station's net revenue for the LTM period ended December 31, 2023
was $1.7 billion. Station Casinos LLC is owned by Red Rock Resorts,
Inc., a publicly traded holding company whose principal asset is
Station. The Fertitta family controls approximately 90% of the
voting rights in Red Rock Resorts, Inc.
SUNPOWER CORP: Tom Werner, Emmanuel Barrois Named New Directors
---------------------------------------------------------------
SunPower Corporation disclosed in a Form 8-K Report filed with the
U.S. Securitites and Exchange Commission that on February 19, 2024,
pursuant to the bylaws of the Company and the Amended and Restated
Affiliation Agreement, dated as of February 14, 2024, by and
between the Company and Sol Holding, LLC, a Delaware limited
liability company, the Company's Board of Directors voted to
increase the size of the Board from 9 to 11 members and to appoint
Thomas H. Werner and Emmanuel Barrois to serve as members of the
Board, subject to and effective upon their satisfaction of the
Company's director nomination and onboarding procedures.
Effective Feb. 19, 2024, Tom Werner was announced as Executive
Chairman of the Board.
"As we move forward into our next era, and navigate this critical
moment for our industry, we are pleased to welcome Tom Werner back
to SunPower," said Peter Faricy, SunPower's CEO. "Tom's unmatched
experience in the solar business and his legacy institutional
knowledge will be invaluable. We look forward to partnering closely
with Tom to shepherd SunPower into the future."
Werner previously served as SunPower's CEO and Chairman of the
Board for nearly 18 years. After stepping down as CEO, he served in
board and investor roles at H2U Technologies, Inc., Mainspring
Energy, Flo, Wolfspeed, VIA Sciences, and Kanin. Before joining
SunPower, Werner was CEO at Silicon Light Machines, Inc., an
optical solutions subsidiary of Cypress Semiconductor Corporation.
"I am pleased to return to SunPower and work hand in hand with the
Company and the Board as we change the way our world is powered,"
said Werner. "Building on the momentum from the additional capital,
we look forward to turning our attention to strengthening
SunPower's core business. Together, we will combine our knowledge
and expertise to serve SunPower's shareholders, partners and
customers."
In connection with his appointment, Werner entered into an offer
letter with the Company effective as of February 19, 2024.
As Werner is an executive officer of the Company, he is not
independent under the corporate governance requirements of Nasdaq.
Werner will serve as a Class II director, with a term expiring at
the Company's annual meeting of stockholders to be held in 2025.
Pursuant to the Werner Offer Letter, the Company will pay Werner an
annualized base salary of $180,000. In addition, Werner will
receive upon his start date one-time awards of (i) 250,000
performance-based restricted stock units (the "Sign-On PSUs") under
the SunPower Corporation 2015 Omnibus Incentive Plan ("OIP") that
will vest subject to his continued employment through January 2,
2025, and the Company's achievement of certain other conditions
described in the Werner Offer Letter and (ii) restricted stock
units under the OIP with a grant date value of $300,000 that will
be immediately vested as of the date of grant (the "Annual RSUs").
The Sign-On PSUs and Annual RSUs will be subject to, and governed
by, the terms and conditions of the OIP, filed in the Company's
Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on June 25, 2015.
Werner's employment is at will, meaning that either he or the
Company may terminate his employment at any time and for any
reason. Werner will enter into the Company's standard
confidentiality agreement and the Company's standard
indemnification agreement, a form of which was filed in the
Company's Annual Report on Form 10-K on February 19, 2016.
Additionally, on February 19, 2024, in accordance with the
Affiliation Agreement, Sol Holding designated Emmanuel Barrois, 41,
to serve as a director of the Board. The Board approved Barrois'
appointment to the Board on February 19, 2024. He will serve in
this capacity as a Class III director, with a term expiring at the
Company's annual meeting of stockholders to be held in 2026.
Barrois currently serves as the Head of Renewables Portfolio
Management at TotalEnergies SE, a position to which he was
appointed in September of 2022. He has been with TotalEnergies for
over 17 years, serving in various roles. Most recently, he served
as Senior Vice President of Geosciences & Development from
September of 2016 to August of 2019 and Manager of Long Term Plan
Organization, Analysis and Presentation from September of 2019 to
January of 2023. Barrois served as a member of the board of
directors of Sunzil, a solar solutions company, from October of
2022 to October of 2023, and currently serves as a member of the
board of directors of Clearway Energy, Inc., a renewable energy
semiconductor manufacturing company, and Clearway Energy Group, a
renewable energy company, both since December of 2022. Barrois
holds an industrial engineering degree from Ecole des Ponts
ParisTech, a petroleum engineering degree from IFP School and a
master's degree in science from Colorado School of Mines.
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation said in its Form 10-Q Report filed with the
U.S. Securities and Exchange Commission for the quarterly period
ended October 1, 2023, that there is substantial doubt exists about
its ability to continue as a going concern.
According to the Company, for the three and nine months ended
October 1, 2023, it had recurring operating losses and, as of
October 1, it breached a financial covenant and a reporting
covenant of its Credit Agreement, dated as of September 12, 2022.
The breaches created events of default thereunder, which enables
the requisite lenders under the Credit Agreement to demand
immediate payment or exercise other remedies. Such events raise
substantial doubt about the Company's ability to continue as a
going concern.
TRINITY PLACE: Completes Recapitalization Transactions
------------------------------------------------------
Trinity Place Holdings Inc. announced that on February 14, 2024,
the Company closed its previously announced recapitalization
transactions.
In connection with these transactions, the maturity date of each of
the mortgage loan agreement and mezzanine loan agreement for the 77
Greenwich property was extended to October 23, 2025, with an option
to extend for an additional year.
At the closing, the lender under the Company's corporate credit
facility purchased 25,112,245 shares of common stock of the Company
and the maturity date of the Company's corporate credit facility
was extended to June 30, 2026. In addition, an affiliate of the
lender acquired a 5% interest in and became the manager of the
joint venture that holds the Company's real estate assets and
related liabilities, including the corporate credit facility, with
the Company retaining a 95% interest in the joint venture, in
addition to substantial federal, state and local tax net operating
losses and certain intellectual property assets. The joint venture
has additionally engaged the Company to act as asset manager for
the joint venture for an annual management fee. The Company
believes that the transactions will allow for an improved structure
for a new investor to invest in the Company, which is less complex
as a result of the real estate assets and substantially all
liabilities being off-balance sheet. In addition, the parties have
agreed to certain provisions in the stock purchase agreement to
accommodate a new strategic partner that may invest in the
Company.
A full-text copy of Form 8-K with further information is available
at https://tinyurl.com/yckeeh44
About Trinity Place
Trinity Place Holdings Inc. is a real estate holding, investment,
development and asset management company. The Company's largest
asset is a property located at 77 Greenwich Street in Lower
Manhattan, which is nearing completion as a mixed-use project
consisting of a 90-unit residential condominium tower, retail space
and a New York City elementary school. The Company also owns a
105-unit, 12-story multi-family property located at 237 11th Street
in Brooklyn, New York as well as a property occupied by a retail
tenant in Paramus, New Jersey.
New York, New York-based BDO USA, LLP, the Company's auditor since
2003, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has loans with varying debt
maturities during the next 12 months for which there can be no
guarantee that the Company will be able to refinance or extend the
maturity dates of the loans. This condition raises substantial
doubt about the Company's ability to continue as a going concern.
The Company's cash and cash equivalents will not be sufficient to
fund the Company's operations, debt service, amortization and
maturities and corporate expenses beyond the next few months,
unless the Company is able to both extend or refinance or otherwise
resolve its maturing debt and also raise additional capital or
enter into a strategic transaction, creating substantial doubt
about its ability to continue as a going concern. As of October
31, 2023, the Company's cash and cash equivalents totaled
approximately $583,000, the Company said in its Quarterly Report
for the period ended Sept. 30, 2023.
TRINITY PLACE: TPHS Lender, Two Others Report 40.6% Equity Stake
----------------------------------------------------------------
TPHS Lender LLC, Davidson Kempner Capital Management LP, and
Anthony A. Yoseloff disclosed in a Schedule 13D Report filed with
the U.S. Securities and Exchange Commission that as of February 14,
2024, they beneficially owned 25,862,245 shares of Trinity Place
Holdings Inc.'s common stock, representing 40.6% of the shares
outstanding.
A full-text copy of the Report is available at
https://tinyurl.com/yktauwbc
About Trinity Place
Trinity Place Holdings Inc. is a real estate holding, investment,
development and asset management company. The Company's largest
asset is a property located at 77 Greenwich Street in Lower
Manhattan, which is nearing completion as a mixed-use project
consisting of a 90-unit residential condominium tower, retail space
and a New York City elementary school. The Company also owns a
105-unit, 12-story multi-family property located at 237 11th Street
in Brooklyn, New York as well as a property occupied by a retail
tenant in Paramus, New Jersey.
New York, New York-based BDO USA, LLP, the Company's auditor since
2003, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has loans with varying debt
maturities during the next 12 months for which there can be no
guarantee that the Company will be able to refinance or extend the
maturity dates of the loans. This condition raises substantial
doubt about the Company's ability to continue as a going concern.
The Company's cash and cash equivalents will not be sufficient to
fund the Company's operations, debt service, amortization and
maturities and corporate expenses beyond the next few months,
unless the Company is able to both extend or refinance or otherwise
resolve its maturing debt and also raise additional capital or
enter into a strategic transaction, creating substantial doubt
about its ability to continue as a going concern. As of October
31, 2023, the Company's cash and cash equivalents totaled
approximately $583,000, the Company said in its Quarterly Report
for the period ended Sept. 30, 2023.
UPHEALTH INC: CEO Martin Beck Granted 1.3M Stock Option
-------------------------------------------------------
UpHealth, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Board of Directors of
the Company, upon the recommendation of the Compensation Committee
of the Board, approved the grant to Martin Beck, the Company's
Chief Executive Officer, under the Company's 2021 Equity Incentive
Plan, of an option to purchase 1,300,000 shares of the Company's
common stock, par value $0.0001 per share, at an exercise price per
share of Common Stock equal to $0.385.
The Option will be an "incentive stock option" to the maximum
extent permitted by the Internal Revenue Code limits, and will be
subject to the terms of the Plan and its applicable form of option
grant notice and agreement as previously disclosed by the Company.
The Option Agreement provides that the Option, which may only be
exercised for vested shares, became vested and immediately
exercisable on the Grant Date with respect to 650,000 of the shares
subject to the Option, and the remaining 650,000 shares will vest
and become exercisable under the Option in twelve equal quarterly
installments over a three-year period with the initial vesting of
such quarterly installments occurring on May 22, 2024, and each
subsequent quarterly installment vesting on the following August
22, November 22, March 7 and May 22, with the Option being fully
vested and exercisable on March 7, 2027, subject to Mr. Beck's
continued services with the Company through the applicable vesting
dates; provided, that such quarterly vesting and exercisability of
the Option will accelerate in full upon the earlier to occur of (i)
a Change in Control which is not related to the closing of the
transactions contemplated by the Membership Interests Purchase
Agreement entered into on November 16, 2023 by and among the
Company and its wholly-owned subsidiary, Cloudbreak Health, LLC,
and Forest Buyer, LLC, an affiliate of GTCR LLC, or (ii) if the
Common Stock is listed on a national securities exchange and the
volume-weighted average price per share of the Common Stock over a
consecutive 90 calendar day period is at least $1.00, in each case,
with such acceleration subject to Mr. Beck remaining employed with
the Company through the date of the applicable event set forth in
(i) or (ii).
About UpHealth
UpHealth -- https://uphealthinc.com/ -- is a global digital health
company that delivers digital-first technology, infrastructure, and
services to dramatically improve how healthcare is delivered and
managed. The UpHealth platform creates digitally enabled "care
communities" that improve access and achieve better patient
outcomes at lower cost, through digital health solutions and
interoperability tools that serve patients wherever they are, in
their native language. UpHealth's clients include health plans,
healthcare providers and community-based organizations.
VALLEY PORK: Sells Interest in Applewood to Winning Bidder
----------------------------------------------------------
Valley Pork, LLC received approval from the U.S. Bankruptcy Court
for the Southern District of Iowa to sell all of its interest in
Applewood Farms of Virginia, Illinois, LLC to the winning bidder.
The company is selling its interest to Jerry Brooks whose $4
million offer was selected as the winning bid at a five-day auction
conducted early last month.
The sale is "free and clear" of liens that could be asserted
against the asset, according to court filings.
Farm Credit Services of America, PCA & FLCA, the secured creditor
to which the interest was pledged, consented to the sale.
About Valley Pork
Valley Pork, LLC filed Chapter 11 petition (Bankr. S.D. Iowa Case
No. 23-01125) on Aug. 30, 2023, with $10 million to $50 million in
both assets and liabilities. Casey Westphalen, managing director of
Business Solution, signed the petition.
Judge Lee M. Jackwig oversees the case.
Robert C. Gainer, Esq., at Cutler Law Firm, and Frost, PLLC serve
as the Debtor's bankruptcy counsel and accountant, respectively.
VENUS CONCEPT: Madryn Entities Report Equity Stakes
---------------------------------------------------
The following entities disclosed in a Schedule 13D/A Report filed
with the U.S. Securities and Exchange Commission that as of
February 22, 2024, they beneficially own Shares of Venus Concept's
common stock:
Reporting Person Shares Owned Percent of
Class
Madryn Asset Management, LP 1,353,428 20%
Madryn Health Partners, LP 500,768 7.4%
Madryn Health Partners 852,660 12.6%
(Cayman Master), LP
Madryn Health Advisors, LP 1,353,428 20%
A full-text copy of the Report is available at
https://tinyurl.com/3efuw2vy
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Sept. 30,
2023, the Company had $98.92 million in total assets, $110.30
million in total liabilities, and a total stockholders' deficit of
$12.17 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Venus Concept said the Company's recurring losses from operations
and negative cash flows raise substantial doubt about the Company's
ability to continue as a going concern within 12 months from the
date that the unaudited condensed consolidated financial statements
were issued. The global economy, including the financial and
credit markets, has recently experienced extreme volatility and
disruptions, including increasing inflation rates, rising interest
rates, foreign currency impacts, declines in consumer confidence,
and declines in economic growth. All these factors point to
uncertainty about economic stability, and the severity and duration
of these conditions on the Company's business cannot be predicted,
and the Company cannot assure that it will remain in compliance
with the financial covenants contained within its Credit
Facilities.
VM CONSOLIDATED: Moody's Hikes CFR to Ba3 & Unsecured Notes to B2
-----------------------------------------------------------------
MOODY'S Ratings upgraded VM Consolidated, Inc.'s ("Verra
Mobility"), a leading provider of smart transportation solutions
and services, corporate family rating to Ba3 from B1, its
probability of default rating to Ba3-PD from B1-PD, the backed
senior secured first lien term loan to Ba2 from Ba3, and its senior
unsecured notes to B2 from B3. The speculative grade liquidity
rating remains unchanged at SGL-1. The outlook is maintained
stable. The ratings upgrade reflects sustained strong operating
performance, which has resulted in reduced leverage.
RATINGS RATIONALE
The upgrade of the CFR to Ba3 from B1 reflects Verra Mobility's
strong financial operating results in 2023 and Moody's expectation
for mid-single digit revenue growth, EBITDA margins sustained over
40%, debt to EBITDA below 3x after expensing capitalized software
costs, interest coverage, as measured by EBITA to interest, above
4x, and robust free cash flow of about $120 million including
one-time legal settlement payments in FY2024. Verra Mobility's
credit metrics will continue to trend favorably from revenue and
earnings growth, driven broadly by continuing growth in US travel
volumes and favorable secular trends towards adoption of cashless
tolling in the US and Europe and integration of technology into
traffic safety and parking in the US. The ratings upgrade also
considers the potential that the company will engage in debt-funded
acquisitions given the company is currently operating below its
public long-term net leverage target of 3.5x relative to 2.5x at
FY2023 (management's calculation). However, Moody's expects that
management will be disciplined in maintaining its public leverage
target and a very good liquidity profile within the context of its
acquisition and share repurchase strategy.
All financial metrics cited reflect Moody's standard adjustments
unless otherwise noted.
Verra Mobility's credit profile reflects the company's small
revenue base of $817 million at FY2023, high customer
concentration, and a financial policy that includes share
repurchases and debt-funded acquisitions. The company's top
municipal and largest overall customer is the City of New York
Department of Transportation (NYCDOT) at 16.9% in FY2023. The
company's top three customers in the commercial services business,
all of which are large rental car companies, represented 35.8% of
FY2023 revenue. Customer concentration is partially mitigated by
multi-year contracts and the embedded nature of its devices and
services in the operations of its customers, in Moody's view. The
company faces risk of legislative changes, exposure to the cyclical
car rental sector, and a financial policy that includes debt-funded
acquisitions and share repurchases.
Verra Mobility's credit profile is supported by a strong
competitive position within two of its niche markets, Government
Solutions and Commercial Services with 95%+ of revenue deemed as
reoccurring by management. Demand for Commercial Services is
supported by adoption of all-electronic forms of payment by tolling
authorities and rental car volumes within those markets, mainly the
US and Europe. The company's competitive position in Commercial
Services benefits from existing connectivity with over 50 tolling
authorities that cover a large portion of toll roads in the US and
direct integration with hundreds of ticket issuing authorities. The
Government Solutions segment benefits from the company's incumbent
status in New York City and is less susceptible to macroeconomic
conditions but is subject to an upcoming contract renewal, which
Moody's expects will occur in the next 12 to 18 months, and, more
broadly, legislation risk restricting photo enforcement in areas in
which Verra Mobility operates. The newer Parking Solutions segment
is small at around 10% of FY2023 revenue, but adds customer
diversity and growth opportunities into a large commercial parking
software and SaaS market.
The upgrade of the senior secured term loan to Ba2 from Ba3, one
notch above the Ba3 CFR, reflects the upgrade of the PDR to Ba3-PD
from B1-PD and its priority position in the capital structure. The
debt is secured by a pledge of substantially all of the company's
domestic assets (other than excluded entities and excluding
accounts receivable pledged for the ABL facility) and 65% of the
stock of foreign subsidiaries. These creditors benefit from loss
absorption provided by the substantial amount of junior ranking
debt and non-debt obligations.
The upgrade of the senior unsecured notes to B2 from B3, two
notches below the Ba3 CFR, reflects the upgrade of the PDR to
Ba3-PD from B1-PD and the unsecured notes subordination to the
secured debt. The senior notes are guaranteed by substantially all
of the company's domestic assets (other than excluded entities and
excluding accounts receivable pledged for the securitization
facility) and 65% of the stock of foreign subsidiaries.
Verra Mobility's SGL-1 rating reflects the company's very good
liquidity profile supported by Moody's expectation for free cash
flow to debt in the 11% range in FY2024 and the company's current
cash balance of $136 million as of FY2023. The company's $75
million ABL facility maturing in December 2026 is currently undrawn
and its borrowing base capacity is $74.8 million net outstanding
letters of credit. Moody's expects the company to generate free
cash flow of around $120 million in FY2024, which comfortably
supports working capital needs, capital expenditures and mandatory
term loan amortization of 1% or $9 million. Notably, free cash flow
in 2024 will include a one-time legal settlement charge and
modestly elevated capex spend to invest in procurement for
government solutions projects. As a result, Moody's anticipates
free cash flow will significantly improve to $180 million in
FY2025. The sole financial covenant in the credit facility is
springing minimum fixed charge coverage ratio of 1.0x, which is
only tested if the availability under the ABL facility falls below
10% ($7.5 million). Moody's does not expect the covenant to be
triggered over next 12 months and, if it was triggered, the company
would be able to comply with a reasonable cushion.
The stable rating outlook reflects Moody's expectation for revenue
and EBITDA improvement with debt to EBITDA improving to 2.8x, EBITA
to interest of 4.2x, and free cash flow to debt rates sustained
around 13% during the next 12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the recent ratings upgrade, Moody's would require a
significant expansion of Verra Mobility's scale and revenue, and a
material improvement in customer diversity while sustaining revenue
and earnings growth for a ratings upgrade. Additionally, Moody's
would require the company maintain Moody's adjusted debt to EBITDA
below 3.0x, and adherence to a more conservative financial policy
by management.
The ratings could be downgraded if Moody's anticipates revenue
declines including a significant customer loss, EBITDA margins
decline substantially, free cash flow to debt falls below 10%, or
Moody's expects debt to EBITDA to be sustained above 4x. The
adoption of a more aggressive financial policy through excessive
debt funded acquisitions, dividends or share repurchases could also
lead to a ratings downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Verra Mobility, headquartered in Mesa, Arizona, is a
technology-enabled services company providing toll, violation
management, and title and registration services for rental car and
fleet management companies and road safety cameras for
municipalities. Revenues were $817 million in FY2023.
VOA INC: Seeks to Extend Plan Exclusivity to March 29
-----------------------------------------------------
VOA, Inc. asked the U.S. Bankruptcy Court for the Central District
of California to extend its exclusivity period to file a plan of
reorganization and disclosure statement to March 29, 2024.
The Debtor claimed that the biggest issue it is facing are the
various proofs of claims filed by various federal and state tax
agencies, most of which assert priority, unsecured status, for
which the debtor would have to formulate a plan and disclosure
statement that would pay off these claims in full within 5 years.
Recently, the Debtor confirmed through W-2 forms that the debtor
did not have employees for time periods for which federal and state
tax agencies have filed proofs of claims seeking payment of
withholding taxes allegedly owing by the debtor to the tax
agencies. The Debtor intends to file appropriate objections to the
respective claims to obtain an accurate figure owing to the
respective tax agencies.
The Debtor explained that now that it has obtained information, it
is in the process of reviewing all of that information, including
prior tax returns, for the purpose of drafting a plan and
disclosure statement.
VOA, Inc. is represented by:
Lazaro E. Fernandez, Esq.
LAW OFFICE OF LAZARO E. FERNANDEZ, INC.
3600 Lime Street, Suite 326
Riverside, CA 92501
Tel: (951) 684-4474
Email: lef17@pacbell.net
About VOA Inc.
VOA, Inc., doing business as El Pescador 7, sought Chapter 11
protection of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-11294) on March 7, 2023, with $1 million to $10 million in both
assets and liabilities. Vicente Ortiz, president of VOA, signed the
petition.
Judge Ernest M. Robles presides over the case.
Lazaro E. Fernandez, Esq., at the Law Office of Lazaro E.
Fernandez, Inc. represents the Debtor as counsel.
WORKINGLIVE TECHNOLOGIES: Taps Shraiberg Page as Legal Counsel
--------------------------------------------------------------
WorkingLive Technologies, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Shraiberg Page P.A. as its general bankruptcy counsel.
The firm will render these services:
a. advise the Debtor generally regarding matters of bankruptcy
law in connection with this case;
b. advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, applicable
bankruptcy rules, including local rules, pertaining to the
administration of the case and U.S. Trustee Guidelines related to
the daily operation of its business and administration of the
estate;
c. represent the Debtor in all proceedings before this Court;
d. prepare and review motions, pleadings, orders,
applications, adversary proceedings, and other legal documents
arising in this case;
e. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist the
Debtor with implementation of any plan; and
f. perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $325 - $625
Legal Assistants $275
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtor provided the firm with a fee
retainer of $45,000.
Bradley Shraiberg, Esq., an attorney at Shraiberg Page, disclosed
in a court filing that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
Email: bss@slp.law
About WorkingLive Technologies, Inc.
WorkingLive Technologies, Inc. provides video conferencing and
e-commerce services primarily to direct sales and affiliate
marketing companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654-MAM) on
February 21, 2024. In the petition signed by Nicolas Rowe,
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the
Debtor as legal counsel.
WORKINGLIVE TECHNOLOGIES: Tarek Kiem Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Tarek Kiem, Esq., at Kiem
Law, PLLC as Subchapter V trustee for WorkingLive Technologies,
Inc.
Mr. Kiem will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kiem declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tarek Kiem, Esq.
Kiem Law, PLLC
8461 Lake Worth Road, Suite 114
Lake Worth, FL 33467
Tel: (561) 600-0406
Email: tarek@kiemlaw.com
About WorkingLive Technologies
WorkingLive Technologies, Inc. provides video conferencing and
e-commerce services primarily to direct sales and affiliate
marketing companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654) on February
21, 2024, with up to $500,000 in assets and up to $1 million in
liabilities. Nicolas Rowe, president, signed the petition.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the
Debtor as legal counsel.
XEROX HOLDINGS: Moody's Cuts CFR to 'Ba3', Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
Xerox Holdings Corporation to Ba3 from Ba2, Probability of Default
Rating to Ba3-PD from Ba2-PD and backed senior unsecured notes
rating to B1 from Ba3. Moody's also assigned B1 rating to the
proposed issuance of backed senior unsecured notes by Xerox. The
new notes come with certain subsidiary guarantees and net proceeds
will be used to refinance unsecured notes due 2024 and a portion of
unsecured notes due 2025. The proposed issuance of backed senior
notes is leverage neutral given net proceeds will be used to
refinance existing senior notes.
At the same time, Moody's downgraded ratings on the existing senior
unsecured notes of Xerox Corporation to B2 from Ba3 and affirmed
the Ba1 rating on its backed senior secured first lien term loan.
The outlook of Xerox and Xerox Corporation remains Negative.
RATINGS RATIONALE
The downgrade of the CFR to Ba3 was driven by Moody's expectation
that performance will remain pressured by the challenge to
stabilize core printing and copier revenues and restore profit
margins given demand for office copiers and printers continue to
face secular decline and the competitive landscape among a few
deep-pocketed providers. Xerox has faced ongoing revenue declines
reflecting secular challenges in the print and copier sector,
weaker than expected demand in EMEA, and Xerox's efforts to improve
profitability by exiting lower margin businesses.
Operating results in the second half of December 2023 reflected
stable demand for higher end equipment models offset by still
greater than expected weakness in EMEA and transactional post-sale
revenues. EBITDA (Moody's adjusted) increased 26% to $574 million
for fully year 2023 compared to 2022 reflecting improved equipment
product supplies and product mix as well as price increases and
benefits from cost reduction efforts. Nevertheless, revenue for the
second half of 2023 was below Moody's expectations reflecting
weakness in EMEA as well as an early winding down of
underperforming operations which, combined with the debt financed
buyout of Carl Icahn's holdings in Xerox, led to adjusted debt to
EBITDA of 4.0x as of December 2023, compared to a low of 3.0x at
the end of 2Q2023. Moody's expects that adjusted EBITDA growth in
2024 and debt reduction will lead to lower adjusted leverage in the
mid-3x range over the next year.
In January 2024, Xerox announced a significant reorganization aimed
to enable greater enterprise-wide efficiencies and productivity
gains given the elimination of 15% of the company's workforce. In
addition, Xerox will reduce its presence in certain non-strategic
markets with lower levels of profitability, and the company
discontinued its previous capital return policy of returning more
than 50% of free cash flow to shareholders.
Xerox's Ba3 CFR incorporates Moody's expectation that credit
metrics, including adjusted debt to EBITDA and free cash flow, will
improve over the next year as the company applies a portion of
excess cash to debt repayment and profit margins expand modestly.
Free cash flow will be supported by improved operating income, the
company's decision to eliminate investments in Xerox's innovation
portfolio combined with the transition to external funding of
equipment financing receivables, and stepped-up cost efficiency
initiatives.
Ratings for Xerox are supported by the company's good market
position in the core mid-range print and document outsourcing
markets. In 2023, 75% of Xerox's revenue was derived from post-sale
activities that include document outsourcing, managed print
services, maintenance service, supplies (toner and paper), and
finance income which come with higher operating margins and provide
some revenue predictability.
Liquidity is good with $519 million of balance sheet cash as of
December 2023 and good cash generation from the transition to
external equipment financing for most of the remaining $2.5 billion
of financing receivables as of December. Availability under the
undrawn ABL revolver (unrated) is improved following repayment of
advances totaling $220 million at the end of September 2023.
Xerox's governance risk profile improved following the September
2023 exit of activist Carl Icahn who controlled 22% of outstanding
shares and the departure of board members who were selected by Carl
Icahn. Social risks remain elevated as the demand for office
copiers and printers continue to face secular decline reflecting
substitution of traditional physical copies with digital documents
and the trend to go paperless.
Moody's rates the guaranteed senior notes B1, one notch below the
Ba3 CFR, reflecting their unsecured position behind the ABL
revolver (unrated) and existing secured debt (unrated, $361 million
as of December 2023) given that the ABL revolver and existing
secured debt benefit from priority liens on eligible working
capital assets. The new notes also rank behind the term loan (Ba1)
which is secured by a first lien on substantially all assets of the
borrower and domestic subsidiaries, including certain unencumbered
finance receivables, and a second lien on the ABL borrowing base
collateral. The B2 rating on the unguaranteed senior notes due 2035
and 2039 of the operating subsidiary Xerox Corporation reflect
their lack of guarantees in certain operating subsidiaries as
compared to the backed senior notes which have these subsidiary
guarantees.
The negative outlook incorporates Moody's expectation that revenues
over the next year will decline in the low single-digit percentage
range, despite efforts to grow sales from Digital & IT Services,
reflecting secular challenges including declining physical print
volumes, partially offset by the steady demand for higher end
equipment models and increased pricing. Elevated leverage arising
primarily from the debt funded purchase of Carl Icahn's shares will
likely improve over the next 12 to 18 months through debt reduction
and margin improvement.
Free cash flow will benefit from the restructuring announced in
January 2024 and the transition to external funding of equipment
financing receivables. However, it remains to be seen whether
additional investments may be required if Xerox underperforms from
a top line or profitability standpoint. The outlook incorporates
Moody's expectation that there will be no resumption of share
repurchases until liquidity improves and adjusted debt to EBITDA is
maintained below 3.5x. The outlook could be changed to stable with
the expectation that Xerox will demonstrate steady revenues and
improving credit metrics including lower financial leverage, stable
to improving operating margins, and expanding free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is not likely in the near term given the negative
outlook. Over the medium term, the ratings could be upgraded if
Moody's expects consistent annual revenue growth, improving
profitability and cash flow, and conservative financial discipline.
These results would be evidenced by sustained adjusted operating
margins in the low double-digit percentage range with adjusted
total debt to EBITDA of 2.5x as well as higher cash balances and
revolver availability.
Ratings could be downgraded if Xerox is unable to stabilize
revenues or if operating margins weaken, despite the company's
significant restructuring announced at the beginning of 2024.
Downward rating actions could also occur if liquidity deteriorates,
demonstrated by a reduction in cash balances, revolver availability
of less than $200 million after 2024, or if Moody's expects
adjusted debt to EBITDA will not be sustained comfortably below
3.5x after 2024 or adjusted free cash flow to debt will remain
below 10%. Ratings could also be downgraded if the company funds
share buybacks prior to improving liquidity demonstrated by
repaying all advances under the ABL revolver and growing cash
balances, or the asset quality of the finance operations erodes.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
Xerox Holdings Corporation, based in Norwalk, CT, is a leader in
document processing systems and related supplies for enterprises
including SMBs, governmental entities, and Fortune 100 companies.
Revenues are generated primarily in the Americas and EMEA and
totaled $6.9 billion for fiscal 2023.
XEROX HOLDINGS: Moody's Rates New Unsecured Convertible Notes 'B1'
------------------------------------------------------------------
Moody's Ratings assigned a B1 rating to the proposed backed senior
unsecured convertible notes of Xerox Holdings Corporation. The new
convertible notes come with certain subsidiary guarantees similar
to the guarantees in the proposed issuance of senior unsecured
notes announced earlier this week, the new issuance of backed
convertible notes is leverage neutral given net proceeds will be
used to refinance existing senior notes.
Earlier this week, Moody's downgraded Xerox's Corporate Family
Rating (CFR) one notch to Ba3. The B1 rating for the proposed
convertible notes is in line with the rating of the Xerox's other
guaranteed senior notes. The outlook remains Negative.
RATINGS RATIONALE
Xerox's Ba3 CFR reflects Moody's expectation that performance will
remain pressured by the challenge to stabilize core printing and
copier revenues and restore profit margins given demand for office
copiers and printers continue to face secular decline and the
competitive landscape among a few deep-pocketed providers. Xerox
has faced ongoing revenue declines reflecting secular challenges in
the print and copier sector, weaker than expected demand in EMEA,
and Xerox's efforts to improve profitability by exiting lower
margin businesses.
Operating results in the second half of December 2023 reflected
stable demand for higher end equipment models offset by still
greater than expected weakness in EMEA and transactional post-sale
revenues. EBITDA (Moody's adjusted) increased 26% to $574 million
for full year 2023 compared to 2022 reflecting improved equipment
product supplies and product mix as well as price increases and
benefits from cost reduction efforts. Nevertheless, revenue for the
second half of 2023 was below Moody's expectations reflecting
weakness in EMEA as well as an early winding down of
underperforming operations which, combined with the debt financed
buyout of Carl Icahn's holdings in Xerox, led to adjusted debt to
EBITDA of 4.0x as of December 2023, compared to a low of 3.0x at
the end of 2Q2023. Moody's expects that adjusted EBITDA growth in
2024 and debt reduction will lead to lower adjusted leverage in the
mid-3x range over the next year.
In January 2024, Xerox announced a significant reorganization aimed
to enable greater enterprise-wide efficiencies and productivity
gains given the elimination of 15% of the company's workforce. In
addition, Xerox will reduce its presence in certain non-strategic
markets with lower levels of profitability, and the company
discontinued its previous capital return policy of returning more
than 50% of free cash flow to shareholders.
Xerox's Ba3 CFR incorporates Moody's expectation that credit
metrics, including adjusted debt to EBITDA and free cash flow, will
improve over the next year as the company applies a portion of
excess cash to debt repayment and profit margins expand modestly.
Free cash flow will be supported by improved operating income, the
company's decision to eliminate investments in Xerox's innovation
portfolio combined with the transition to external funding of
equipment financing receivables, and stepped-up cost efficiency
initiatives.
Ratings for Xerox are supported by the company's good market
position in the core mid-range print and document outsourcing
markets. In 2023, 75% of Xerox's revenue was derived from post-sale
activities that include document outsourcing, managed print
services, maintenance service, supplies (toner and paper), and
finance income which come with higher operating margins and provide
some revenue predictability.
Liquidity is good with $519 million of balance sheet cash as of
December 2023 and good cash generation from the transition to
external equipment financing for most of the remaining $2.5 billion
of financing receivables as of December. As of year end 2023, there
were no outstandings under the $300 million ABL revolver
(unrated).
Moody's rates the guaranteed convertible notes B1, in line with the
other guaranteed notes, which is one notch below the Ba3 CFR
reflecting their unsecured position behind secured debt
instruments. The new convertible notes are rated one notch higher
than the B2 on the unguaranteed senior notes due 2035 and 2039 of
the operating subsidiary Xerox Corporation that lack guarantees in
certain operating subsidiaries as compared to the backed senior
notes which have these subsidiary guarantees.
The negative outlook incorporates Moody's expectation that revenues
over the next year will decline in the low single-digit percentage
range, despite efforts to grow sales from Digital & IT Services,
reflecting secular challenges including declining physical print
volumes, partially offset by the steady demand for higher end
equipment models and increased pricing. Elevated leverage will
likely improve over the next 12 to 18 months through debt reduction
and margin improvement.
Free cash flow will benefit from the restructuring announced in
January 2024 and the transition to external funding of equipment
financing receivables. However, it remains to be seen whether
additional investments may be required if Xerox underperforms from
a top line or profitability standpoint. The outlook incorporates
Moody's expectation that there will be no resumption of share
repurchases until liquidity improves and adjusted debt to EBITDA is
maintained below 3.5x. The outlook could be changed to stable with
the expectation that Xerox will demonstrate steady revenues and
improving credit metrics.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade is not likely in the near term given the negative
outlook. Over the medium term, the ratings could be upgraded if
Moody's expects consistent annual revenue growth, improving
profitability and cash flow, and conservative financial discipline.
These results would be evidenced by sustained adjusted operating
margins in the low double-digit percentage range with adjusted
total debt to EBITDA of 2.5x as well as higher cash balances and
revolver availability.
Ratings could be downgraded if Xerox is unable to stabilize
revenues or if operating margins weaken, despite the company's
significant restructuring announced at the beginning of 2024.
Downward rating actions could also occur if liquidity deteriorates
or if Moody's expects adjusted debt to EBITDA will not be sustained
comfortably below 3.5x after 2024 or adjusted free cash flow to
debt will remain below 10%. Ratings could also be downgraded if the
company funds share buybacks prior to improving liquidity, or the
asset quality of the finance operations erodes.
Xerox Holdings Corporation, based in Norwalk, CT, is a leader in
document processing systems and related supplies for enterprises
including SMBs, governmental entities, and Fortune 100 companies.
Revenues are generated primarily in the Americas and EMEA and
totaled $6.9 billion for fiscal 2023.
The principal methodology used in this rating was Diversified
Technology published in February 2022.
ZIGI USA: Committee Hires Archer & Greiner as Bankruptcy Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Zigi USA, LLC
seeks approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Archer & Greiner, P.C. as its
counsel.
The firm's services include:
(a) rendering legal advice to the Committee with respect to
its duties and responsibilities in this case;
(b) assisting the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor,
the operation of the Debtor's business, the desirability of
continuance of such business and any other matters relevant to this
case or to the business affairs of the Debtor;
(c) advising the Committee with respect to any proposed use of
cash collateral, post-petition financing, sale, lease or other
disposition of the Debtor's assets and any other relevant matters;
(d) advising the Committee with respect to any proposed plan
of reorganization or liquidation and the prosecution of claims
against third parties, if any, and any other matters relevant
thereto;
(e) advising the Committee with respect to insiders and
affiliates of the Debtor and taking such action as are necessary to
represent the interests of the unsecured creditors of the estate in
respect thereof;
(f) filing, commencing and prosecuting such applications,
motions, complaints, and other papers and pleadings as necessary to
represent the unsecured creditors of the estate; and
(g) performing such other legal services, which may be
required by, and which are in the best interests of, the unsecured
creditors.
The firm will be paid at these hourly rates:
Stephen M. Packman, Attorney $760
Allen G. Kadish, Attorney $825
Gerard DiConza, Attorney $805
Douglas G. Leney, Attorney $525
Harrison H.D. Breakstone, Attorney $445
Mariam Khoudari, Attorney $360
Amy M. Huber, Paralegal $220
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen Packman, Esq., a partner at Archer & Greiner, 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:
Stephen M. Packman, Esq.
Harrison H.D. Breakstone, Esq.
Mariam Khoudari, Esq.
ARCHER & GREINER, P.C.
1211 Avenue of the Americas, Suite 2750
New York, NY 10036
Phone: (212) 682-4940
Fax: (856) 795-0574
Email: spackman@archerlaw.com
hbreakstone@archerlaw.com
mkhoudari@archerlaw.com
About Zigi USA
Zigi USA, LLC, a company that specializes in women's footwear
wholesale in New York, N.Y., filed Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 23-12102) on Dec. 31, 2023, with $10 million to
$50 million in both assets and liabilities.
Judge David S. Jones oversees the case.
The Debtor tapped Jacobs PC as bankruptcy counsel; Jeffer Mangels
Butler & Mitchell, LLP as special counsel; and FIA Capital
Partners, LLC as restructuring advisor. David Goldwasser of FIA
serves as the Debtor's chief restructuring officer.
ZYMERGEN INC: Plan Exclusivity Period Extended to April 30
----------------------------------------------------------
Judge Karen B. Owens of the U.S. Bankruptcy Court for the District
of Delaware extended Zymergen Inc., and its affiliates' exclusive
periods to file their plan of reorganization, and solicit
acceptances thereof to April 30 and July 1, 2024, respectively.
As shared by Troubled Company Reporter, the Plan is the product of
the Debtors' extensive efforts and agreement among the Debtors'
most significant stakeholders, and cause exists to extend the
Exclusive Periods to allow the Debtors to achieve confirmation of
the Plan.
The Debtors assert that they have achieved much to maximize the
value of their estates and put these cases on a path to a
consensual confirmation of the Plan, including (i) successfully
negotiating and obtaining court approval of a global settlement
agreement with the Committee and Ginkgo Bioworks Holdings, Inc.
that has been incorporated into the Plan, (ii) obtaining court
approval of two separate sales for substantially all of the
Debtors' assets, which have closed, (iii) negotiating with various
stakeholders and interested parties to resolve potential disputes
in the cases, and (iv) obtaining court approval of the Disclosure
Statement and soliciting votes on the Plan.
Counsel to the Debtors:
Derek C. Abbott, Esq.
Curtis S. Miller, Esq.
Matthew O. Talmo, Esq.
Sophie Rogers Churchill, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 Market Street, 16th Floor
Wilmington, DE 19801
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: dabbott@morrisnichols.com
cmiller@morrisnichols.com
mtalmo@morrisnichols.com
srchurchill@morrisnichols.com
About Zymergen Inc.
Zymergen, Inc., which was founded in April 2013, is a science and
material innovation company focused on designing, developing and
commercializing bio-based products for use in a variety of
industries. It is based in Emeryville, Calif.
Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the
filing, Zymergen reported $100 million to $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal
counsel and Epiq Corporate Restructuring, LLC, as claims and
noticing agent.
The Official Committee of Unsecured Creditors retained Simpson
Thacher & Bartlett LLP as lead counsel, Landis Rath & Cobb LLP as
co-counsel, and Berkeley Research Group, LLC, as financial advisor.
[*] Clifford Chance Expands Global Restructuring & Insolvency Team
------------------------------------------------------------------
Global law firm Clifford Chance has hired US partners Brian J.
Lohan and Maja Zerjal Fink, further strengthening its global
Restructuring and Insolvency team in New York. Their practice
covers all aspects of corporate reorganizations, distressed
situations and bankruptcy and insolvency proceedings for US
domestic and international clients.
Sharis Pozen, Regional Managing Partner for the Americas, said, "We
are delighted to welcome this dynamic team with such impressive
experience covering the full range of restructuring and bankruptcy
matters. The addition of Brian and Maja is further proof that we
remain fully focused on the needs of our clients and on building
the best team in the market."
Philip Hertz, Global Head of Restructuring and Insolvency, said,
"Brian and Maja will enhance our ability to provide clients with
seamless service across our global network, particularly when faced
with complex, multi-jurisdictional restructuring and insolvency
proceedings. We're very excited to have them as part of the team."
Mr. Lohan and Ms. Zerjal Fink have represented Chapter 11 debtors,
noteholders, bondholders, senior lenders, Official Creditor
Committees and other creditor constituencies or interested parties
in domestic and cross-border matters. Examples of their recent work
include acting for the senior secured lenders and DIP Lenders in
Cineworld and Hertz.
Mr. Lohan has advised chapter 11 debtors, including IronNet, Inc.,
Dynegy Holdings, Inc. and Smurfit Stone Container Corporation, as
well as senior creditors and/or DIP Lenders in Zohar, Dura
Automotive and MD Helicopters, Inc. Ms. Zerjal Fink's work on
high-profile restructurings includes Puerto Rico, Caesars
Entertainment Operating Corporation and MF Global. She also advises
private equity sponsors, debtors, foreign debtors and
representatives, lenders, creditors, and equity holders in
bankruptcy proceedings and in-court and out-of-court
restructurings.
Mr. Lohan added, "Maja and I are excited to join Clifford Chance's
elite global platform. We look forward to contributing our
experience to this leading Restructuring and Insolvency practice,
and working alongside other practices to support clients around the
world."
This news follows last month's announcement on the hiring of US
Energy & Infrastructure partners Ty'Meka M. Reeves-Sobers in
Houston and Marcia Hook in Washington, DC.
[^] BOOK REVIEW: PANIC ON WALL STREET
-------------------------------------
A History of America's Financial Disasters
Author: Robert Sobel
Publisher: Beard Books
Softcover: 469 Pages
List Price: $34.95
Review by: Gail Owens Hoelscher
http://www.beardbooks.com/beardbooks/panic_on_wall_street.html
"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."
What a terrific quote to find at the beginning of a book on a
financial catastrophe! First published in 1968. Panic on Wall
Street covers 12 of the most painful episodes in American financial
history between 1768 and 1962. Author Robert Sobel chose these
particular cases, among a dozen or so others, to demonstrate the
complexity and array of settings that have led to financial panics,
and to show that we can only make; the vaguest generalizations"
about financial panic as a phenomenon. In his view, these 12 all
had a great impact on Americans of the time, "they were dramatic,
and drama is present in most important events in history." They had
been neglected by other financial historians. They are:
William Duer Panic, 1792
Crisis of Jacksonian Fiannces, 1837
Western Blizzard, 1857
Post-Civil War Panic, 1865-69
Crisis of the Gilded Age, 1873
Grant's Last Panic, 1884
Grover Cleveland and the Ordeal of 183-95
Northern Pacific Corner, 1901
The Knickerbocker Trust Panic, 1907
Europe Goes to War, 1914
Great Crash, 1929
Kennedy Slide, 1962
Sobel tells us there is no universally accepted definition if
financial panic. He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as "a wave of
emotion, apprehension, alarm. It is more or less irrational. It is
superinduced upon a crisis, which is real and inevitable, but it
exaggerates, conjures up possibilities, take away courage and
energy."
Sobel could find no "law of panics" which might allow us to predict
them, but notes their common characteristics. Most occur during
periods of optimism ("irrational exuberance?"). Most arise as
"moments of truth," after periods of self-deception, when players
not only suddenly recognize the magnitude of their problems, but
are also stunned at their inability to solve them. He also notes
that strong financial leaders may prove a mitigating factor, citing
Vanderbilt and J.P. Morgan.
Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much research
has been carried out on war and its causes, little research has
been done on financial panics. Panics on Wall Street stands as a
solid foundation for later research on the topic.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
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