/raid1/www/Hosts/bankrupt/TCR_Public/240315.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 15, 2024, Vol. 28, No. 74
Headlines
360 HEALTHY: Gary Murphey Named Subchapter V Trustee
58 DOBBIN: Case Summary & Three Unsecured Creditors
8-10 LEEDS: Voluntary Chapter 11 Case Summary
AC FABRICATION: Seeks Cash Collateral Access
AGTJ13 LLC: Lender Seeks to Prohibit Cash Collateral Access
ALCOA CORP: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
ALEXANDRIA, IN: S&P Lowers 2021A-B Sewer Rev. Bond Rating to 'BB+'
ALPHAONE EXTERIORS: Donald Mallory Named Subchapter V Trustee
AMERA RE: Court OKs Interim Cash Collateral Access
ANALIA HOME: Leon Jones Named Subchapter V Trustee
AQRE529 LLC: Voluntary Chapter 11 Case Summary
ASTER HARDWOODS: Case Summary & 20 Largest Unsecured Creditors
AVALIGN HOLDINGS: S&P Withdraws 'CCC+' LT Issuer Credit Rating
AVINGER INC: Extends '400 Building' Lease with HCP LS for One Year
AVISON YOUNG: S&P Upgrades ICR to 'CCC', Outlook Negative
AZM RETAIL: Files Emergency Bid to Use Cash Collateral
B&G FOODS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
BEAZER HOMES: Moody's Rates New $250MM Senior Unsecured Notes 'B1'
BLACK PEARL: Wins Interim Cash Collateral Access
CAN BROTHERS: Court OKs Interim Cash Collateral Access
CAREVIEW COMMS: Board Approves 2024 Stock Incentive Plan
CHAPARRAL PROFESSIONAL: Seeks Cash Collateral Access
CHARGE ENTERPRISES: Unsecureds Unimpaired in Prepackaged Plan
CHENIERE ENERGY: Prices $1.5 Billion Senior Notes Due 2034
CHROMALLOY CORP: Moody's Assigns 'B2' CFR, Outlook Stable
CITIUS PHARMACEUTICALS: Receives Compliance Extension From Nasdaq
CITIUS PHARMACEUTICALS: Two Proposals Passed at Annual Meeting
CLEVELAND-CLIFFS INC: Fitch Rates New $750MM Unsec. Notes 'BB-'
COMMSCOPE HOLDING: Moody's Lowers CFR to Caa2, Outlook Negative
CONTINENTAL AMERICAN: Seeks to Extend Plan Exclusivity to May 20
CORENERGY INFRASTRUCTURE: Opposes Bid to Appoint Equity Committee
CRYPTO CO: Issues $159K Note to AJB Capital
D & R JONES: Court OKs Cash Collateral Access Thru March 19
D AND J'S HASH: Steven Weiss Named Subchapter V Trustee
D.G. EDWARDS: Scott Seidel Named Subchapter V Trustee
DAY ONE DISTRIBUTION: Voluntary Chapter 11 Case Summary
DIGITAL AUTO: Files Emergency Bid to Use Cash Collateral
DIGITAL MEDIA: Fernando Borghese Holds 14.8% Class A Shares
DIGITAL MEDIA: Prism Data, Joseph Marinucci Disclose Stakes
EAGLE MECHANICAL: Proposes Immaterial Modifications to Plan
ECHOSTAR CORP: S&P Downgrades ICR to 'CCC-', Outlook Negative
EDGEMONT FARMS: Christopher Hayes Named Subchapter V Trustee
EMERGENT BIOSOLUTIONS: Inks Forbearance Agreement With Wells Fargo
ENDO INTERNATIONAL: Reports $2.45 Billion Net Loss in 2023
ENERGY HARBOR: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable
EPR PROPERTIES: Fitch Affirms 'BB' Rating on Preferred Stock
EQUINOX HOLDINGS: Moody's Withdraws 'Caa3' CFR on Debt Repayment
EQUINOX HOLDINGS: S&P Withdraws 'CCC-' Issuer Credit Rating
ERCOLE USA: Wins Cash Collateral Access Thru April 30
EVERI HOLDINGS: Fitch Puts 'BB-' LongTerm IDR on Watch Positive
EVOKE PHARMA: Laurence Lytton Has 9.9% Equity Stake as of Feb. 9
FARWELL VENTURES: Amends Plan to Include ST Sauk Claim Pay
FINANCE OF AMERICA: Reports $218.16 Million Net Loss in 2023
FIRST QUANTUM: Fitch Assigns 'B' Rating on Secured Notes Due 2029
FORSYTHE COSMETIC: Case Summary & 20 Largest Unsecured Creditors
GAUCHO GROUP: Introduces Innovative Vineyard Home Rental Program
GENUINE FINANCIAL: S&P Affirms 'B' ICR on Debt-Funded Buyout
GEORGINA FALU: Amends Unsecureds & Velocity Secured Claims Pay
GEORGINA FALU: Court OKs Cash Collateral Access Thru April 9
GFL ENVIRONMENTAL: Moody's Affirms 'B1' CFR, Outlook Positive
GLOBAL WOUND: Court OKs Cash Collateral Access on Final Basis
GREAT NORTHERN: Joseph DiOrio Named Subchapter V Trustee
GREENUP INDUSTRIES: Wins Cash Collateral Access on Final Basis
GROM SOCIAL: Faces Nasdaq Delisting; Hearing Set for May 2
GSA BIRMINGHAM: Moody's Lowers Rating on 2021 Revenue Bonds to Ba2
HAGA-MOF LLC: Stephen Coffin Named Subchapter V Trustee
HIGH RIDGE: CDR's Motion to Dismiss Investor Fraud Lawsuit Denied
HIGH TECH LANDSCAPE: Nicole Nigrelli Named Subchapter V Trustee
HIRERIGHT HOLDINGS: Moody's Confirms B2 CFR & Alters Outlook to Neg
INDIANA MATH: Moody's Affirms 'Ba3' Revenue Bond Rating
INSTALLED BUILDING: Moody's Rates New First Lien Term Loan 'Ba1'
INSTALLED BUILDING: S&P Rates New Sec. First-Lien Term Loan 'BB+'
INTERNATIONAL SHIPHOLDING: Wants Court's Okay on Claimants Deal
INTERPACE BIOSCIENCES: Posts $802K Net Income in 2023
JL TEXAS PALLETS: Brendon Singh Named Subchapter V Trustee
KAST MEDIA: Case Summary & 20 Largest Unsecured Creditors
KLX ENERGY: Appoints Danielle Hunter to Board of Directors
KLX ENERGY: Reports Net Loss of $9MM for 4th Quarter Ended Dec. 31
KOZUBA & SONS: Ruediger Mueller of TCMI Named Subchapter V Trustee
KRAFTEX FLOOR: Robert Handler Named Subchapter V Trustee
LEARNING CARE: Moody's Affirms 'B3' CFR, Outlook Remains Stable
LIA'S TRANSPORT: Brian Hofmeister Named Subchapter V Trustee
LIQUIDMETAL TECHNOLOGIES: Incurs $2 Million Net Loss in 2023
MARCHEY GROUP: Court OKs Interim Cash Collateral Access
MARKING SPECIALISTS: Neema Varghese Named Subchapter V Trustee
MBIA INC: Anthony McKiernan Steps Down as EVP, CFO
METHANEX CORP: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
METRONET INFRASTRUCTURE: Fitch Gives 'BB-(EXP)sf' Rating on C Notes
MFG PRESTIGE: Sam Della Fera Named Subchapter V Trustee
MOLINA HEALTHCARE: Moody's Ups Rating on Sr. Unsecured Debt to Ba2
MR. TORTILLA: U.S. Trustee Appoints Creditors' Committee
MUSTANG SHOP: Jeanne Goddard of NGS Named Subchapter V Trustee
NEPTUNE WELLNESS: Michael De Geus Named Interim President, CEO
NEW FORTRESS: Fitch Assigns 'BB-' Rating on Sr. Secured Notes
NU STYLE LANDSCAPE: Plan Exclusivity Period Extended to May 29
NY COMMUNITY BANCORP: Fitch Lowers IDRs to 'BB+/B', Outlook Neg.
OCEAN POWER: Incurs $6.5 Million Net Loss in Third Quarter
OFFICE PROPERTIES: Moody's Lowers CFR & Sr. Unsecured Debt to Caa2
ORTHOCARE SOLUTIONS: Wins Cash Collateral Access Thru May 31
OYSTERBAY INTEGRATED: Chris Quinn Named Subchapter V Trustee
PAPA JOHN'S: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable
PARTNERS IN HOPE: Case Summary & Six Unsecured Creditors
PEARL NAILS: Michael Wheatley Named Subchapter V Trustee
PEKIN COUNTRY: Seeks Cash Collateral Access
PELEGRINE CORP: Jerrett McConnell Named Subchapter V Trustee
PENN ENTERTAINMENT: Egan-Jones Retains B- Unsecured Ratings
PERFORCE SOFTWARE: Moody's Rates New $375MM First Lien Loan 'B2'
PHUNWARE INC: Posts $52.8 Million Net Loss in 2023
PHUNWARE INC: Regains Compliance With Nasdaq Listing Requirements
PICANTE GRILLE: Unsecured Non-Tax Claims to Recover 50% to 100%
PREMIER KINGS: Seeks to Extend Plan Exclusivity to August 21
PRESTO AUTOMATION: CRO Resigns; Board Chair Appointed
PRIME PLASTIC: Court OKs Cash Collateral Access Thru April 17
PROOFPOINT INC: S&P Affirms 'B-' Rating on First-Lien Term Loan
PROSPECT 631: Case Summary & Four Unsecured Creditors
PULMATRIX INC: Board OKs Termination of CMO
RACKSPACE TECHNOLOGY: Closes Refinancing Transactions
REGAL PRESS: Voluntary Chapter 11 Case Summary
RENTERS WAREHOUSE: SSG Advises St. Cloud in Asset Sale
ROBERT P. OBREGON: Unsecureds to Get 22.17% of Claims over 3 Years
RUSSELL INVESTMENTS: Moody's Affirms 'B1' CFR, Outlook Negative
SAMJANE PROPERTIES: Amends Unsecured Claims; Plan Hearing April 16
SANO RACING: Files Emergency Bid to Use Cash Collateral
SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Unsecured Ratings
SOMETHING SWEET: Court Denies Two PACA Motions in Bankruptcy Case
SSA BALTIMORE: Moody's Lowers Rating on 2021 Revenue Bonds to Ba2
STARWOOD PROPERTY: Moody's Rates New Senior Unsecured Notes 'Ba3'
STARWOOD PROPERTY: S&P Rates $400MM Senior Unsecured Bonds 'BB-'
STERETT COMPANIES: Court OKs Cash Collateral Access Thru April 12
SYSCO CORP: Egan-Jones Retains BB+ Unsecured Ratings
TENNESSEE VASCULAR: Glen Watson Named Subchapter V Trustee
TERRESTRIAL BREWING: Seeks to Sell Assets by Online Auction
THRASIO HOLDINGS: U.S. Trustee Appoints Creditors' Committee
TRANSOCEAN LTD: Amends Articles of Association on Share Capital
TRANSOCEAN LTD: Egan-Jones Retains CCC- Unsecured Ratings
TRIMAS CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
TRIUMPH GROUP: Completes Sale of Product Support Biz to AAR Corp.
TTM TECHNOLOGIES: Egan-Jones Retains B+ Unsecured Ratings
TUPPERWARE BRANDS: Charles Schwab Investment Holds 10.01% Stake
ULTIMATE JETCHARTERS: U.S. Trustee Appoints Creditors' Committee
UNITED SAFETY: Court Converts Case to Chapter 7
US SILICA: Egan-Jones Retains 'B' Unsecured Debt Ratings
US SILICA: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
USA COMPRESSION: Fitch Gives 'BB' Rating on New Sr. Unsecured Notes
VENTURE INC: Plan Exclusivity Period Extended to March 22
VISTRA CORP: S&P Alters Outlook to Positive, Affirms 'BB' ICR
VTV THERAPEUTICS: Incurs $20.3 Million Net Loss in 2023
WELCOME GROUP 2: Plan Exclusivity Period Extended to May 31
WH INTERMEDIATE: S&P Rates Incremental First-Lien Term Loan 'B'
WYNN RESORTS: Egan-Jones Retains CCC+ Unsecured Ratings
ZERO DAY NUTRITION: Voluntary Chapter 11 Case Summary
[^] BOOK REVIEW: Dangerous Dreamers
*********
360 HEALTHY: Gary Murphey Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 21 appointed Gary Murphey as Subchapter
V trustee for 360 Healthy Life Corp.
Mr. Murphey will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Murphey declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gary Murphey
3330 Cumberland Blvd.
Suite 500
Atlanta, GA 30330
Tel: 770-933-6855
Email: Murphey@RFSLimited.com
About 360 Healthy Life
360 Healthy Life Corp. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-52086) on February 28, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Judge Barbara Ellis-Monro presides over the case.
Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor
as legal counsel.
58 DOBBIN: Case Summary & Three Unsecured Creditors
---------------------------------------------------
Debtor: 58 Dobbin LLC
58 Dobbin Street
Brooklyn, NY 11222
Business Description: 58 Dobbin is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-41110
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Allen A Kolber, Esq.
LAW OFFICE OF ALLEN KOLBER PC
134 Route 59 Ste A
Suffern, NY 10901-4917
Tel: (845) 918-1277x3
Email: akolber@kolberlegal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Henrick Weiss as sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/EQLWHCA/58_Dobbin_LLC__nyebke-24-41110__0001.0.pdf?mcid=tGE4TAMA
8-10 LEEDS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 8-10 Leeds LLC
5 Whitney Street
Saugus, MA 01906
Chapter 11 Petition Date: March 14, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-10494
Debtor's Counsel: Michael Van Dam, Esq.
VAN DAM LAW LLP
233 Needham Street
Suite 540
Newton, MA 02464
Tel: 617-969-2900
Fax: 617-964-4631
Email: mvandam@vandamlawllp.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Kevin Chiles as manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/42EG63A/8-10_Leeds_LLC__mabke-24-10494__0001.0.pdf?mcid=tGE4TAMA
AC FABRICATION: Seeks Cash Collateral Access
--------------------------------------------
AC Fabrication, Inc. asks the U.S. Bankruptcy Court for the Central
District of California, Northern Division, for authority to use
cash collateral and provide adequate protection, in accordance with
its agreement with the U.S. Small Business Administration.
By 2022, the Debtor had grown too large too quickly and did not
have the infrastructure to handle the amount of work it was
accepting. Because of this, it started having issues with keeping
up with its purchase orders. This culminated with it failing to
perform on a lucrative aerospace purchase order, which had a
significant impact on its reputation.
Further, the profit margins were tighter than the Debtor realized
as direct costs of producing the parts for the orders significantly
cut into the gross profits for performing those jobs (which is a
risk when working on volume), and it failed to reduce its operating
expenses to offset its expensive COGS.
The Debtor then started to lose business and revenue. Its largest
and most consistent customer stopped placing orders because the
customer sought to buy cheaper parts from foreign countries. Mr.
Anthony Chaghlassian thereafter brought on a partner whereby the
Debtor manufactured parts for the partner for cost, but the Debtor
lost money on this arrangement, and they later had a falling out.
By 2023, the Debtor had to lay off employees and drastically scale
back its operation. It also fell behind on its equipment loan/lease
payments due to the loss of revenue.
As a result, the Debtor has taken steps to rebuild the operation by
laying a solid foundation. It has cut back on the number of orders
that it will try to handle at one time in order to focus on
producing the best product and to limit its gross revenues to
ensure that its COGS are manageable, i.e., maximizing its gross
profit.
The parties agreed that the Debtor may use cash collateral for the
ordinary and necessary expenses beginning February 26, 2024 through
June 30, 2024.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable SBA Loan
documents during the Interim Period.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. Sections 503(b)
and 507(b), which claim will be limited to any diminution in the
value of SBA's collateral, pursuant to the SBA Loan, as a result of
the Debtor's use of cash collateral on a post-petition basis.
As adequate protection, retroactive to the Petition Date, SBA will
receive a replacement lien on all postpetition revenues of the
Debtor to the same extent, priority and validity that its liens
attached to the cash collateral. The scope of the Replacement Lien
is limited to the amount (if any) that cash collateral diminishes
postpetition as a result of the postpetition use of cash collateral
by the Debtor. The Replacement Lien is valid, perfected and
enforceable and will not be subject to dispute, avoidance, or
subordination, and this Replacement Lien need not be subject to
additional recording.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and to designate SBA as a loss payee or additional
insured in accordance with the SBA Loan and related loan documents
and agrees to provide proof of insurance within seven days upon
written request of the SBA.
A hearing on the matter is set for April 9, 2024 at 2 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=4jNMTe
from PacerMonitor.com.
About AC Fabrication, Inc.
AC Fabrication, Inc. is a machine shop in Simi Valley, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10191) on February
22, 2024. In the petition signed by Anthony Chaghlassian, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Ronald A Clifford III oversees the case.
Matthew D. Resnik, Esq., at RHM LAW, LLP, represents the Debtor as
legal counsel.
AGTJ13 LLC: Lender Seeks to Prohibit Cash Collateral Access
-----------------------------------------------------------
CPIF California, LLC asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, for entry of an order
granting adequate protection and prohibiting AGTJ13, LLC and AGTJ13
Manager, LLC from using cash collateral.
The Lender has filed a Motion to Appoint a Chapter 11 Trustee. The
Lender believes there is cause to appoint a Chapter 11 Trustee in
these cases given a history of malfeasance by the Borrower's
manager, Mr. Lafayette Jackson Sharp, IV, a/k/a Jake Sharp,
including diverting monies from the shopping center for the benefit
of insiders, incurring debt in violation of the loan agreement with
the Lender, refusing to provide the Lender with operating budgets,
intimidating and threatening tenants, and similar misdeeds, as well
as the presence of certain badges of fraud committed by Mr. Sharp.
The appointment of a Chapter 11 Trustee would also be in the
interest of creditors.
The Chapter 11 case was filed on the eve of a hearing in California
state court to consider the appointment of a receiver over the
Borrower's primary asset -- a shopping center commonly known as the
multi-tenant retail center located at 450 South Western Avenue, Los
Angeles, California, which secures a $29.190 million loan made by
the Lender to the Borrower.
Mr. Sharp is the Borrower's manager, and in that capacity, he
executed all of the loan documents for the Loan on behalf of the
Borrower and is otherwise in control of the Borrower. Mr. Sharp is
also the managing member and majority member of the Borrower's sole
member, Debtor AGTJ13 Manager, LLC, and a personal guarantor for
the Loan under a Limited Recourse Guaranty dated as of January 10,
2022.
The anchor tenant at the Subject Property is Gaju Market
Corporation. As part of its lease agreement with the Borrower and
certain related agreements, Gaju Market claims to have certain
"backstop" obligations in that it is responsible for the shortfall
in any rents paid by other tenants at the Subject Property together
with any vacancies. An officer of Gaju, Mr. Joshua Park, who is
also an owner of one of the members of AGT Manager, was purportedly
engaged by the Borrower to collect tenant rents and manage the
property together with a separate property management company
affiliated with the Borrower, Secured Properties Management Group,
Inc.
According to the list of the 20 largest unsecured creditors, the
Borrower has only six unsecured creditors whose claims aggregate to
less than $200,000. The Borrower's case was a bare bones filing
without any first day motions, schedules of assets and liabilities
or statement of financial affairs, any motion to use cash
collateral or obtain financing for the case, or any other
substantive filing. AGT Manager's case was filed in similar fashion
with no substantive filings other than the petition and no requests
for relief. The reason for this is clear. These cases were hastily
filed on the eve of a hearing to appoint a receiver over the
Subject Property, so that Mr. Sharp could retain control over the
Subject Property.
On January 10, 2022, the Borrower executed and delivered to the
Lender, among other loan documents, a Promissory Note and a Loan
Agreement that provided the terms of a Loan to the Borrower in the
amount of $25.103 milion. On December 30, 2022, the Loan was
modified pursuant to an Amended and Restated Promissory Note and a
First Omnibus Modification and Reaffirmation Agreement, pursuant to
which, among other things, the principal amount of the Loan was
increased to $29.190 million and the maturity date was extended to
July 10, 2023. On September 28, 2023, the Loan was further modified
pursuant to a Second Omnibus Modification and Reaffirmation
Agreement, pursuant to which, among other things, the maturity date
for the Loan was further extended to February 10, 2024.
The Lender's original loan to the Borrower was in the amount of
$52.5 million and was made in or about December 2020. That original
loan was refinanced in January of 2022 through: (i) the Senior Loan
made by the Senior Lender; and (ii) the Loan made by the Lender.
The Senior Lender, like the Lender, has a lien on substantially all
assets of the Debtors.
The Borrower stopped paying the Senior Lender in February 2024,
having failed to pay the amount due to the Senior Lender on
February 10, 2024, which constituted another default under the Loan
Agreement. On February 22, 2024, the Lender sent the Borrower a
Notice of Protective Advance and Additional Default, advising the
Borrower of such default and of Lender's decision to make a
protective advance under Section 7.7 of the Loan Agreement in the
amount of $221,091 to pay the Borrower's outstanding and past-due
payment to the Senior Lender.
In late 2023, the Lender noticed suspicious account activity on the
Borrower's bank statements: on October 13, 2023, the Borrower made
a transfer of $274,000 for "AGTJ partial loan repayment to [Jake
Sharp Capital]." Not only would an insider loan of this nature be a
breach of section 14.27.8 of the Loan Agreement (which prohibits
the Borrower from incurring any additional debt for borrowed
money), but the $274,000 repayment also violated section 14.27.7 of
the Loan Agreement (which prohibits Borrower from making cash
distributions and payments to its partners, members, principals,
shareholders, equity holders, owners, and/or Affiliates).
The Borrower refused to provide additional information about this
payment (which constituted an additional default due to failure to
deliver financial reporting information and documentation as
required by Section 14.12 and Exhibit B of the Loan Agreement),
resulting in the Lender sending a Notice of Default and Reservation
of Rights dated November 13, 2023, notifying the Borrower of the
defaults and Events of Default under the Loan Documents and
accelerating repayment of the Loan.
In order to prevent further diversion of funds, the Lender also
exercised its control over the DACA account by sending a Notice of
Exclusive Control to First Republic Bank on November 14, 2024.
Shortly thereafter, the Lender, concerned that the Borrower may
have made additional improper distributions and loans to insiders,
began reconciling the Borrower's bank statements, only to identify
over a million dollars of diverted funds.
Based on the Lender's review, the Borrower also made multiple
improper cash distributions to its partners, members, principals,
shareholders, equity holders, owners and/or affiliates in violation
of Section 14.27.7 of the Loan Agreement.
In addition to the foregoing improper cash distributions, the
Borrower has also diverted rent proceeds from the Subject Property.
Throughout 2023, the rents collected and deposited into the DACA
account were relatively steady with little variation
month-to-month. However, in November 2023, the rents deposited into
the DACA account dropped by more than 33% from the previous
month—a drop of $189,578. The drop in rents deposited into the
DACA account for December 2023 was even more stark. As shown by the
December 2023 DACA account bank statement, Borrower diverted
virtually all rents from December 2023—more than $500,000.
Most recently, in terms of this bankruptcy case, the Borrower
commenced the case without any proposed operating budget and has
been demanding that Gaju Market pay rent into a new bank account
other than the bank account under the Lender's control pursuant to
the DACA. It was not until late Friday afternoon/evening on March
8, 2024 that the Borrower finally proposed a cash collateral budget
for the Lender's consideration. The proposed budget covered a three
month period (March, April, and May 2024) and included, among other
things, $22,500 in payments that would go directly into Mr. Sharp's
own pocket for "property supervisor" services ($7,500/month) and
$27,000 in payments that would be made to the separate Property
Management Company ($9,000/month). The proposed budget had no
provision for any postpetition interest or any other form of
adequate protection payments to either the Senior Lender or the
Lender and lacks line items for typical postpetition expenses,
including attorneys' fees for the debtor, and only has estimated
numbers for quarterly fees payable to the United States Trustee
under 28 U.S.C. section 1930.
The Lender has also learned from counsel for Gaju Market that a
serious public health issue is developing at the Subject Property
on account of the Borrower failing to pay for trash disposal,
resulting in the vendor's refusal to pick up trash.
A hearing on the matter is set for April 10, 2024 at 9 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=ia6KX2
from PacerMonitor.com.
About AGTJ13, LLC
AGTJ13, LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11409) on February
26, 2024. In the petition signed by Lafayette Jackson Sharp, IV,
manager, the Debtor disclosed up to $100 million in both assets and
liabilities.
Judge Sandra R Klein oversees the case.
Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.,
represents the Debtor as legal counsel.
ALCOA CORP: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Default Ratings (IDRs)
of Alcoa Corporation (Alcoa) and Alcoa Nederland Holding B.V.
(Alcoa Nederland) to 'BB+' from 'BBB-'. Fitch has also downgraded
Alcoa Nederland's senior unsecured note ratings to 'BB+'/'RR4' from
'BBB-' and affirmed the senior secured revolver rating at 'BBB-'
and assigned an 'RR2' Recovery Rating to the facility. The Rating
Outlook is Stable.
The downgrade reflects Fitch's expectations for EBITDA leverage to
be sustained above 2.0x.
The Stable Outlook reflects Fitch's expectations for EBITDA
leverage to improve and return to below 2.5x in 2026. Additionally,
Fitch views the announced acquisition of Alumina Ltd. as a
long-term positive to Alcoa's credit profile.
The ratings are supported by Alcoa Corporation's leading positions
in bauxite, alumina and aluminum; solid overall cost position and
control over spending; and flexibility afforded by the scope of
operations.
KEY RATING DRIVERS
Weak Profitability, High Leverage: Fitch expects Alcoa's EBITDA
leverage to remain above 3.0x through 2025, which is consistent
with the 'BB' rating category. Fitch expects leverage to increase
with near-term operating losses until planned cost reduction
actions take effect and profitability recovers. Fitch expects that
the company will need external funding to support its operations
and restructuring activities during this period. Alcoa's capex is
expected to remain above sustaining levels while the company will
likely maintain its dividend. Fitch expects this will pressure cash
flow generation and could lead to negative FCF through 2025, which
would strain liquidity absent external funds.
Operational and Mine-Specific Challenges: Fitch forecasts Alcoa's
EBITDA margins to remain depressed through 2025, driven by
operational setbacks and various mine-specific challenges. In
October 2023, Alcoa initiated a restructuring plan at its Kwinana
alumina refinery to respond to higher alumina production costs from
using lower quality bauxite grades. The lack of economic
alternative energy at San Ciprián results in unsustainable
economics and a restructuring is likely needed. Higher cash costs
of alumina production were not fully offset by declining caustic,
calcined coke and pitch raw material costs. Fitch expects it to
take at least two years for Alcoa to restructure operations and for
profitability to recover.
Alumina Acquisition Long-term Positive: The company's acquisition
of the remaining 40% stake in Alumina World Alumina and Chemicals
(AWAC) is positive to Alcoa's long-term credit profile as it
enhances its cash flow generation. Despite the alumina segments
challenges, the acquisition could result in more nimble management
and synergies from operating the business as a subsidiary rather
than a joint venture. AWAC is an unincorporated joint venture owned
by Alcoa and Alumina Ltd. (Alumina).
Credit Conscious Capital Allocation: Fitch expects share
repurchases will depend on the level of the company's cash
generation and for innovation project spending to be funded in a
credit conscious manner. Fitch assumes that capital allocation will
be balanced relative to the company's commitment to a strong
balance sheet, evidenced by the company's modest dividend. Annual
capex averaged about $400 million during 2019-2022 and Alcoa has
guided to $550 million in capex in 2024.
Sensitivity to Aluminum Prices: Fitch assumes average London Metal
Exchange (LME) aluminum prices for full year 2024 of $2,350/t,
increasing to $2,400/t in 2025 and moderating to $2,200/t over the
longer term. While bauxite and alumina are priced relative to
market fundamentals and the alumina segment accounted for 37% of
Alcoa's total segment adjusted EBITDA in FY 2023, these product
prices are sensitive to aluminum prices over the long run. The
company estimates a $100/t change in the LME price of aluminum
affects segment adjusted EBITDA by $205 million, including the
effect of the power LME-linked agreements. Alcoa has some
value-added energy and conversion income, and some power costs are
LME linked, but the company will remain exposed to aluminum market
dynamics.
Low-Cost Position: Fitch believes Alcoa's cost position combined
with its operational diversification provides significant financial
flexibility through the cycle. The company assesses its bauxite
costs in the first quartile, its alumina costs in the second
quartile and its aluminum costs in the second quartile of global
production costs. Most of Alcoa's alumina facilities are located
next to its bauxite mines, cutting transportation costs and
allowing consistent feed and quality. Aluminum assets benefit from
prior optimization and smelters co-located with cast houses to
provide value-added products, including slab, billet and alloys.
DERIVATION SUMMARY
Alcoa's operating challenges and need to raise liquidity, assumed
through debt, to support operations results in a weaker financial
structure and financial flexibility compared with 'BBB' category
mining and metals peers. Alcoa's EBITDA leverage is generally
expected to be above 3.0x through 2025 and compares unfavorably
with metals peer Steel Dynamics (BBB/Positive) and Commercial
Metals Company (BB+/Positive) with EBITDA leverage below 2.0x
through 2025. Fitch expects Alcoa's EBITDA margins to average about
10% through 2027, commensurate with 'BB+' ratings, based on a
gradual return to their historic operating cost position and the
agency's conservative aluminum price assumptions.
The ratings of Alcoa Nederland Holding B.V. are consolidated with
those of Alcoa Corporation due to strong operational and strategic
linkages, in line with Fitch's Parent and Subsidiary Rating Linkage
Rating Criteria. The ratings of subsidiary Alcoa Nederland benefit
from guarantees by Alcoa Corporation and certain subsidiaries.
Fitch-rated aluminum peers include China Hongqiao Group Limited
(BB+/Stable), and Aluminum Corporation of China Ltd. (Chalco;
A-/Stable). Hongqiao benefits from greater size, higher vertical
integration and EBITDA margins above 15%. Hongqiao has a less
sophisticated product range than Alcoa but it maintains a higher
EBITDA margin due to the scale and efficiency of its core aluminum
smelting business. Hongqiao's EBITDA net leverage is lower than
Alcoa's, but Alcoa has better operational and end-market
diversity.
Chalco is rated on a top-down approach based on the credit profile
of parent Aluminum Corporation of China (Chinalco), which owns 32%
of the company. Fitch's internal assessment of Chinalco's credit
profile is based on the agency's Government-Related Entities Rating
Criteria and is derived from China's rating, reflecting its
strategic importance.
KEY ASSUMPTIONS
- Fitch commodity price deck for aluminum (LME spot) of $2,350 in
2024, $2,400 in 2025, and $2,200/t in 2026;
- Estimated shipments at guidance;
- Higher cash costs of alumina production;
- Capex at guidance, above historical spending;
- Alumina acquisition closes as per the stated terms in 3Q24;
- Minimum liquidity of $1.5 billion;
- Dividends at current rate.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA margins expected to be sustained above 15%, indicating
higher value-added production and/or more disciplined markets;
- EBITDA leverage expected to be sustained below 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA Leverage expected to be sustained above 3.0x on a
sustained basis;
- EBITDA margins sustained below 10%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch views Alcoa's liquidity as adequate and,
as of Dec. 31, 2023, was supported by $944 million of cash on hand
and an undrawn $1.25 billion secured revolver expiring June 27,
2027. The facility has a debt/capitalization maximum of 0.6x and a
minimum interest coverage ratio, substantially EBITDA/cash interest
expense, of 3.0x in 2024 and 4.0x thereafter. Fitch anticipates
liquidity could be strained absent additional external funding
given its view on negative FCF through the forecast.
ISSUER PROFILE
Alcoa Corporation is among the world's largest and low-cost bauxite
and alumina producers with a leading position in second quartile
cost aluminum products.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Alcoa Nederland
Holding B.V. LT IDR BB+ Downgrade BBB-
senior unsecured LT BB+ Downgrade RR4 BBB-
senior secured LT BBB- Affirmed RR2 BBB-
Alcoa Corporation LT IDR BB+ Downgrade BBB-
ALEXANDRIA, IN: S&P Lowers 2021A-B Sewer Rev. Bond Rating to 'BB+'
------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Alexandria,
Ind.'s series 2021 A and B sewage works revenue bonds to 'BB+' from
'BBB+'.
The outlook is stable.
The downgrade reflects the recent and significant weakening of the
system's financial position causing debt service coverage to fall
below sufficiency for the past two years and further weakening its
already low liquidity position.
ALPHAONE EXTERIORS: Donald Mallory Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 3 & 9 appointed Donald Mallory Esq., as
Subchapter V trustee for AlphaOne Exteriors, LLC.
Mr. Mallory 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. Mallory declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Donald W. Mallory, Esq.
600 Vine Street, Suite 2500
Cincinnati, OH 45202
Phone: (513) 852-6094
Fax: (513) 419-6494
Email: dwmallory@woodlamping.com
About AlphaOne Exteriors
AlphaOne Exteriors LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-30371) on March
1, 2024, with up to $500,000 in both assets and liabilities. Jarrod
Clauser, authorized representative, signed the petition.
Judge Guy R. Humphrey oversees the case.
Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A,
represents the Debtor as legal counsel.
AMERA RE: Court OKs Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
authorized Amera Re to use cash collateral, on an interim basis, in
accordance with the budget, with a 10% variance.
Shree Ganesh, LLC is entitled to a validly perfected first priority
lien on and security interests in the Debtor's post-petition
Collateral subject to existing valid, perfected and superior liens
in the Collateral held by other creditors, if any. The rights,
liens and interests granted to Shree Ganesh, LLC will be based on
the Secured Creditor's relative rights, liens and interests in the
Debtor's cash collateral pre-petition. The post-petition security
interests and liens granted will be valid, perfected and
enforceable and shall be deemed effective and automatically
perfected as of the Petition Date without the necessity of the
Secured Creditor taking any further action.
In the event of, and only in the case of Diminution of Value of the
Secured Creditor's interests in the Collateral, the Secured
Creditor will be entitled to a super-priority claim that will have
priority in the Debtor's bankruptcy case over all priority claims
and unsecured claims against the Debtor and its estate. This
super-priority claim will be subject and subordinate only to the
Carve-Out and not to any other unsecured claim (having
administrative priority or otherwise). The Carve-Out will include
any feed and expenses incurred by the Debtor's professionals and
the Subchapter V Trustee and approved by the Court up to $45,000.
In no event will the Carve-Out rights created require the Secured
Creditor to repay any adequate protection payments. The Debtor will
make monthly escrow payments in the amount of $1,500 per month to
Subchapter V Trustee, Stephen Moriarty.
The Order will be in effect for the next 60 days from the date of
the entry of the Order, or until a final order is entered,
whichever occurs first. Debtor will make post-petition adequate
protection payments to Shree Ganesh, LLC in the amount of $2,257
per week for the next nine weeks from the date of the entry of this
Order or until a final order is entered, whichever occurs first.
Adequate protection payments will be made weekly, and the weekly
amount will be determined by the income of the Debtor for the week
and the expenses that must be paid for that week, for a total
amount of $2,257 per week. The Debtor will pay $2,257 per week,
assuming that amount is available each week once necessary
operating expenses are paid. Any amount below $2,257 will be made
up over the course of the next two weekly payments, for a total of
$9,781 to be paid by the end of each month. The Debtor's first
adequate protection payment to Shree Ganesh, LLC will be paid on or
before March 1, 2024. The Debtor will not provide adequate
protection payments to Mushtag Ahmad and Ana Marie Ahmad.
A final hearing on the matter is set for March 28, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=cW9LKt
from PacerMonitor.com.
About Amera RE
Amera RE, a company in Chandler, Ariz., owns and operates Executive
Inn Stillwater hotel.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10314) on Feb. 12,
2024, with $1,659,533 in total assets and $2,581,464 in total
liabilities. Joshua Murakami, owner, signed the petition.
Judge Sarah A. Hall oversees the case.
Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC serves as
the Debtor's bankruptcy counsel.
ANALIA HOME: Leon Jones Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for Analia Home Health Care
Services, LLC.
Mr. Jones will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Analia Home Health Care Services
Analia Home Health Care Services, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 24-52233) on March 1, 2024, with up to $50,000 in assets
and up to $1 million in liabilities.
Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor
as bankruptcy counsel.
AQRE529 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: AQRE529, LLC
507-511 S Ashley Street
Ann Arbor, MI 48103
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 24-42485
Debtor's Counsel: Robert N. Bassel, Esq.
Tel: 248-677-1234
Email: bbassel@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Joel Flowers as principal.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5JVNWUY/AQRE529_LLC__miebke-24-42485__0001.0.pdf?mcid=tGE4TAMA
ASTER HARDWOODS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aster Hardwoods, LLC
206 22nd Street
Bellaire, OH 43906
Business Description: Aster Hardwoods is a land clearing company
founded in 2012. The Company can also do
road building, demolition, and asbestos
abatement.
Chapter 11 Petition Date: March 13, 2024
Case No.: 24-00118
Court: United States Bankruptcy Court
Northern District of West Virginia
Debtor's Counsel: Kelly Gene Kotur, Esq.
DAVIS & KOTUR LAW OFFICE CO. LPA
407-A Howard Street
Bridgeport, OH 43912
Tel: (740) 635-1217
Fax: (740) 633-9843
Email: kellykotur@davisandkotur.com
Total Assets: $6,832,418
Total Liabilities: $4,039,300
The petition was signed by Michael Winland as president/owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/VMVT3ZI/Aster_Hardwoods_LLC__wvnbke-24-00118__0001.0.pdf?mcid=tGE4TAMA
AVALIGN HOLDINGS: S&P Withdraws 'CCC+' LT Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew its 'CCC+' long-term issuer credit
rating on Avalign Holdings Inc. at the company's request. S&P also
withdrew its 'CCC+' issue-level ratings on its revolver and
first-lien term loans. The outlook on the issuer credit rating was
stable at the time of the withdrawal.
Avalign repaid its rated debt following a refinancing.
AVINGER INC: Extends '400 Building' Lease with HCP LS for One Year
------------------------------------------------------------------
Avinger, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into the Fourth Amendment to
Lease with HCP LS Redwood City, LLC, as landlord, to extend the
lease term for a period of one year.
As amended by the Fourth Amendment, the Lease will expire on Nov.
30, 2025. Under the terms of the Fourth Amendment, the Company is
obligated to pay $1,272,432 in annual base rent, payable in equal
monthly installments, through Nov. 30, 2025.
Avinger leases its headquarters in Redwood City, California
pursuant to a lease agreement with HCP LS Redwood City, LLC dated
July 30, 2010, as amended by the First Amendment to Lease dated
Sept. 30, 2011, the Second Amendment to Lease dated March 4, 2016
and the Third Amendment to Lease dated April 1, 2019. The Lease
has a rental commencement date of Dec. 1, 2011 and, prior to the
amendment, expires on Nov. 30, 2024. The Lease is for one building
containing approximately 19,600 square feet located at 400
Chesapeake Drive, Redwood City, California. The Lease previously
included another building containing 24,600 square feet located at
600 Chesapeake Drive, Redwood City, California. The Lease with
respect to the 600 Building was terminated on Nov. 30, 2019.
About Avinger
Headquartered in Redwood City, California, Avinger, Inc. --
http://www.avinger.com-- is a commercial-stage medical device
company that designs and develops image-guided, catheter-based
system for the diagnosis and treatment of patients with Peripheral
Artery Disease (PAD). The Company designs, manufactures, and sells
a suite of products in the United States and select international
markets.
Avinger reported a net loss applicable to common stockholders of
$27.24 million for the year ended Dec. 31, 2022, a net loss
applicable to common stockholders of $21.59 million for the year
ended Dec. 31, 2021, a net loss applicable to common stockholders
of $22.87 million for the year ended Dec. 31, 2020, a net loss
applicable to common stockholders of $23.03 million for the year
ended Dec. 31, 2019, and a net loss applicable to common
stockholders of $35.69 million for the year ended Dec. 31, 2018.
San Francisco, California-based Moss Adams LLP, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated March 15, 2023, citing that the Company's recurring
losses from operations and its need for additional capital raise
substantial doubt about its ability to continue as a going
concern.
"The Company can provide no assurance that it will be successful in
raising funds pursuant to additional equity or debt financings or
that such funds will be raised at prices that do not create
substantial dilution for its existing stockholders. Given the
volatility in the Company's stock price, any financing that the
Company may undertake in the next twelve months could cause
substantial dilution to its existing stockholders, and there can be
no assurance that the Company will be successful in acquiring
additional funding at levels sufficient to fund its various
endeavors. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. In addition, the
macroeconomic environment has in the past resulted in and could
continue to result in reduced consumer and investor confidence,
instability in the credit and financial markets, volatile corporate
profits, and reduced business and consumer spending, which could
increase the cost of capital and/or limit the availability of
capital to the Company." said Avinger in its Quarterly Report for
the period ended Sept. 30, 2023.
AVISON YOUNG: S&P Upgrades ICR to 'CCC', Outlook Negative
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Avison Young
(Canada) Inc. to 'CCC' from 'SD' (selective default). S&P assigned
its 'CCC' issue rating to the company's new US$55 million first-out
secured term loan due 2028. S&P assigned its 'CC' issue rating to
the company's US$134.6 million second-out secured term loan and
US$60.8 million third-out secured term loan due 2029.
S&P said, "The negative outlook reflects our expectation that
challenging commercial real estate (CRE) market conditions could
weaken the company's operating performance in the next 6-12 months,
eroding its liquidity.
"We view Avison Young's announced debt restructuring as a
distressed exchange. On March 12, 2024, the company exchanged its
C$624 million of senior secured term loan due January 2026, C$37
million of second-lien liquidity facility and C$505 million of
existing preferred equity for C$265 million (US$195 million) of new
secured term loan due 2029 (takeback term loan), C$212 million of
new preferred equity, and about 30% of the company's common stock.
S&P Global Ratings viewed this as a distressed exchange because, in
our view, debtholders received less value than originally
promised."
The takeback term loan consists of a C$182.6 million (US$134.6
million) second-out tranche and a C$82.4 million (US$60.8 million)
third-out tranche. It also includes a partial PIK feature that
enables the company to preserve cash in 2024 and possibly in 2025
if its total liquidity falls below C$75 million.
Concurrently, Avison Young took out a new US$55 million (C$73
million) first-out secured term loan, and replaced its existing
revolver with a new C$113 million revolver. The new revolver ranks
senior to the first-out secured term loan under the new capital
structure, followed by the second-out tranche and third-out tranche
of the takeback term loan.
The new preferred equity balance grows by 12.5% annually (paying
PIK interest with no cash component). S&P treats the new preferred
equity as debt, rather than equity, because the steep interest rate
and rapid accretion give the issuer a strong incentive to refinance
the instrument, undermining its availability to absorb losses or
conserve cash.
While the debt restructuring has temporarily lowered debt servicing
costs and reduced the immediate liquidity risk, S&P believes the
capital structure is unsustainable due to the high interest cost
and significant financial covenants. The company was able to reduce
its total debt (including preferred equity) to about C$590 million
from C$1.3 billion as of Sept. 30, 2023, which we view positively.
Additionally, its quarterly cash interest payment will temporarily
decline to about C$7 million in 2024 from C$21 million prior to the
transaction. Pro forma for the transaction, Avison Young's total
liquidity will be about $C63 million, which includes C$5 million
excess cash (over the minimal liquidity covenant) on the balance
sheet as well as C$57 million available under the new revolver.
That said, the company's new debt bears a high interest rate, and
the quarterly cash interest payment will increase to about $13
million when the PIK feature is no longer effective in 2025 or 2026
(depending on the company's liquidity).
Additionally, the new revolving credit facility is subject to a
financial covenant of minimum last 12-month (LTM) EBITDA
requirement, which is applicable if the amount outstanding under
the revolver exceeds a certain percentage (45% or 55% in different
periods) of the commitment. The new term loan agreement includes a
minimum liquidity covenant that requires the company to maintain at
least C$15 million in liquidity, defined as total cash and
available revolver capacity, at the end of each month. In a
scenario that the company fails to meet the minimal LTM EBITDA
requirement, its liquidity will be strained due to the revolver's
reduced capacity.
S&P said, "We expect the company's liquidity to be strained for the
next 12 months owing to the challenging CRE market conditions.
Uncertainty about interest rates has delayed the CRE recovery. As a
result, Avison Young had posted lower earnings and negative
operating cash flow in 2023. For the nine months ended Sept. 30,
2023, the company had an EBITDA shortfall of $10 million and
operating cash outflow (before cash interest payment) of $26
million, based on S&P Global Ratings' calculation. While we expect
higher CRE transaction activity in 2024 (especially in the second
half of the year), our base-case assumption is that Avison Young
will generate minimal EBITDA in the first half of 2024 and its
liquidity will be under pressure over the next 12 months.
"The negative outlook reflects our expectation that challenging CRE
market conditions could weaken Avison Young's operating performance
in the next 6-12 months, eroding its liquidity.
"We could lower our ratings on Avison Young if we believe there is
an increased risk of default or a covenant breach in the next six
months. We could also lower the ratings if the company announces
another debt exchange offer or restructuring.
"We could revise the outlook to stable if the company's operating
performance stabilizes due to improved CRE market conditions and
its liquidity improves such that we believe Avison Young could
maintain sufficient liquidity for its operations in the next 12
months."
AZM RETAIL: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
AZM Retail, LLC asks the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, for authority to use cash
collateral and provide adequate protection.
The Debtor was generating approximately $8.5M in annual sales from
its Amazon storefront, which also included sales of outside
products, until March 2019 when Amazon suspended the Debtor's
seller's account. Since then, the Debtor has been selling its
branded product line on Amazon using third party sellers. Revenue
has decreased to less than $1M per year. The Debtor has reached a
point where it will not be able to keep up with its debt service
payments and filed for bankruptcy protection to stabilize its
operations and to reorganize its debts so that it may continue to
serve its customers.
South State Bank f/k/a Atlantic Capital Bank asserts a first
position lien on the Debtor's cash collateral by virtue of UCC-1
Financing Statement 067-2015-006490, as continued by UCC-1
Financing Statement 067-2020-004488. The balance of the debt
outstanding to SSB is approximately $104,274.
BayFirst National Bank (as a successor by merger to First Home
Bank) asserts a second position lien on the Debtor's cash
collateral by virtue of UCC-1 Financing Statement 007-2019-018469,
with an outstanding balance of $231,966.
United States Small Business Administration asserts a third
position lien on the Debtor's cash collateral by virtue of UCC-1
Financing Statement 038-2020-014804, with an outstanding balance of
$140,000.
BayFirst asserts a fourth position lien on the Debtor's cash
collateral by virtue of UCC-1 Financing Statement 007-2022-042434,
with an outstanding balance of $144,048.
BayFirst asserts a fifth position lien on the Debtor's cash
collateral by virtue of UCC-1 Financing Statement 007-2022-059959,
with an outstanding balance of $144,048.
Tandem Bank asserts a sixth position lien on the Debtor's cash
collateral by virtue of UCC-1 Financing Statement 067-2023-008907,
with an outstanding balance of $148,000.
To the extent that any interest that the Lenders may have in the
cash collateral is diminished, the Debtor proposes to grant the
Lenders a replacement lien in post-petition collateral of the same
kind, extent, and priority as the liens existing pre-petition,
except that the Adequate Protection Lien will not extend to the
proceeds of any avoidance actions received by the Debtor or the
estate pursuant to chapter 5 of the Bankruptcy Code.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=0eDIuw from PacerMonitor.com.
The Debtor projects total outflows, on a weekly basis, as follows:
$10,700 for the week beginning March 18, 2024;
$11,300 for the week beginning March 25, 2024; and
$10,700 for the week beginning April 1, 2024.
About AZM Retail, LLC
AZM Retail, LLC is a retailer of essential oils.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-52575) on March 11,
2024. In the petition signed by Ibadur Azmi, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
B&G FOODS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed its issuer credit rating on U.S.-based packaged food
company B&G Foods Inc. At the same time, S&P affirmed its 'B+'
issue-level rating on its senior secured credit facilities and its
'CCC' issue-level rating on its senior unsecured credit facilities.
The recovery ratings remain '1' and '6', respectively.
The positive outlook reflects the possibility that S&P may raise
the rating over the next 12 months if B&G successfully addresses
its upcoming maturities and maintains steady operating performance
and leverage below 7x.
The positive outlook reflects B&G's improved operating performance
and the possibility of an upgrade if the company successfully
addresses its upcoming debt maturities.
B&G repaid $338 million of funded debt in 2023 through a
combination of discretionary cash flow (after capital expenditure,
dividends, and share repurchases), equity issuances, and proceeds
from asset divestitures. This includes repayments of about $635
million on its $900 million 5.25% senior unsecured notes ahead of
its 2025 maturity, partly funded with the proceeds from its new
$550 million 8% senior secured notes due in 2028. The company will
use incremental proceeds of $22 million from the Green Giant
divestiture to repay additional debt in the first quarter of fiscal
2024.
Additionally, B&G improved profitability in fiscal 2023 through
price increases, productivity enhancements, and the implementation
of a new commodity-based pricing model on Crisco. Due to its profit
and cash flow improvements and debt reduction, its S&P Global
Ratings-adjusted leverage improved to 6.4x in fiscal 2023 from 8.2x
for the same prior-year period.
S&P said, "The positive outlook includes our expectation that the
company will repay the remaining balance of $265 million on its
$900 million 5.25% senior unsecured notes with excess cash flows
and revolver borrowings before it comes due. We believe B&G has
adequate availability under its revolver to be able to do so.
However, the company will have to address the revolver maturity
because it becomes current in December 2024. Given the currently
elevated level of credit market volatility, there is risk that the
company may not be able to refinance on favorable terms.
"We expect limited organic growth and modest profitability
improvements in 2024."
B&G's comparable revenue declined 1.5% in fiscal 2023, driven by
volume declines of 5.7% and currency headwinds of 0.2%, partly
offset by pricing and mix benefits of 4.5%. The company's spices
and seasonings businesses, Clabber Girl and Maple Grove Farms,
increased sales, but this was more than offset by declines in its
Green Giant, Crisco, and other smaller businesses. B&G's gross
margins expanded over 280 basis points for the year, reflecting the
company's significant price increases to recover higher costs and
productivity savings.
Its S&P Global Ratings-adjusted EBITDA grew about 11% from fiscal
2022, improving its S&P Global Ratings-adjusted EBITDA margin to
16.2% in fiscal 2023 from 13.8% in fiscal 2022. Free operating cash
flow (FOCF) improved to $210 million in fiscal 2023 from a deficit
of $16 million in 2022 because of higher profitability and improved
working capital.
S&P said, "We forecast B&G's revenues will decline 3.2% in fiscal
2024 due to the divestiture of Green Giant shelf-stable business
and a reduction in Crisco prices to pass through lower oil input
costs, partly offset by organic growth of about 0.7%. The majority
of the company's portfolio remains in slower growth categories with
limited organic growth opportunities. While input costs are
moderating, the company expects low-single-digit percent inflation
to persist into fiscal 2024. We forecast ongoing profit
improvements from productivity programs, moderating inflation, and
lower oil input costs, raising its S&P Global Ratings-adjusted
EBITDA margin to 16.5% in fiscal 2024 from 16.2% in fiscal 2023.
"However, the company will need to make additional divestments of
lower-margin businesses to make meaningful progress toward its
EBITDA margin target of 18%-20%. We believe the divestiture of the
Green Giant shelf-stable business and the implementation of a
commodity-based pricing model on in the Crisco business will
somewhat reduce the heightened volatility of cash flows B&G
experienced over the past few years. We forecast the company will
generate about $120 million in FOCF in 2024, which we expect will
support continued deleveraging.
"B&G's financial policies support our expectation for further
deleveraging, but acquisition risk remains."
B&G has a track record of pruning portfolio assets to reduce its
debt burden. The divestiture of the Back to Nature and Green Giant
shelf-stable businesses in 2023 reduced its working capital
intensity, reduced manufacturing complexities, improved its margin
profile, and bolstered its cash flow generation, which aided debt
reduction. S&P said, "We expect the company to continue its
portfolio reshaping initiatives, including divesting slower-growth,
noncore assets. We also expect B&G will continue to strengthen its
balance sheet and reduce its leverage toward its publicly stated
target of 4.5x-5.5x as it uses its excess cash flows and the
proceeds from any asset sales to pay down debt."
S&P said, "Over the medium to long term, we expect B&G will
continue to leverage its scale and seek acquisitions. The company
has a track record of reducing leverage after acquisitions through
profit growth and debt repayment. Historically, it has also issued
equity to help fund acquisitions, which kept its leverage from
rising well above 5.5x, keeping it in line with its long-term
leverage target. We expect the company will continue to maintain
its dividend payout at current levels after it cut its dividend by
60% in 2022.
"The positive outlook reflects the possibility that we may raise
our rating on B&G over the next 12 months if the company
successfully addresses its upcoming maturities and maintains steady
operating performance and leverage below 7x.
"We could take a negative rating action if B&G does not address its
upcoming maturities such that it constrains liquidity or if
leverage increases due to weak operating performance or more
aggressive financial policies." This could occur if:
-- The company cannot refinance its upcoming debt maturities or
maintain a sufficient cushion on its financial covenants; or
-- The company does not proactively repay debt and instead pursues
additional large, debt-financed acquisitions or shareholder
returns.
S&P could raise the ratings if:
-- B&G maintains adequate liquidity including addressing its
upcoming maturities and maintaining a sufficient cushion its
financial covenants;
-- The company continues to repay debt with excess cash flow; and
-- It demonstrated less aggressive financial policies and does not
undergo large, debt-financed acquisitions that would increase
leverage above 7x.
BEAZER HOMES: Moody's Rates New $250MM Senior Unsecured Notes 'B1'
------------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Beazer Homes USA, Inc.'s
proposed $250 million senior unsecured note offering due 2031. The
company's ratings including its B1 corporate family rating, B1-PD
probability of default rating, B1 ratings on its senior unsecured
notes and SGL-2 Speculative Grade Liquidity Rating (SGL) remain
unchanged. The stable outlook is also unchanged.
The proceeds from Beazer's new $250 million senior unsecured note
offering will be used to repay $198 million of the company's 6.75%
unsecured notes due 2025, with the rest increasing its cash balance
and supporting liquidity. Beazer's debt to book capitalization will
not materially change as a result of this transaction, going to 48%
from 47% at December 31, 2023, with the expectation that leverage
will decline by year end 2024 through growth in net worth. The
resulting debt maturity profile post the transaction will be
well-staggered.
RATINGS RATIONALE
Beazer's B1 CFR is supported by the company's: 1) considerable size
and scale, with revenue of $2.2 billion as of the last twelve
months ending December 31, 2023 and geographic diversity; 2) focus
on the first-time homebuyer segment for over half of home closings,
which is expected to benefit from favorable demographic trends,
although pressured by constrained affordability; 3) focus on
strengthening the balance sheet and track record of debt reduction
and deleveraging, which is expected to continue; and 4)
conservative approach to land investments, with about half of land
supply optioned, and positive cash flow generation.
At the same time the rating reflects: 1) the company's moderately
high debt to book capitalization ratio; 2) its active share
repurchase authorization, although significant repurchases are not
anticipated; 3) risk related to owned land supply of 2.9 years and
the exposure to potential impairments in an event of meaningful
price declines; and 4) exposure to the cyclicality of the
homebuilding industry and volatility in demand.
The stable outlook reflects Moody's expectation that over the next
12 to 18 months Beazer will continue to delever through increasing
its net worth, while exercising a disciplined approach to
shareholder returns and investments, and maintaining good liquidity
with positive free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company expands its revenue
size and scale, and geographic diversity, if debt to book
capitalization declines sustainably below 45%, EBIT to interest
coverage sustains above 4.5x, gross margins are in line with sector
averages and good liquidity is maintained, and industry conditions
remain favorable.
The ratings could be downgraded if the company's debt to book
capitalization exceeds 50%, EBIT to interest coverage declines
below 3.0x, if industry conditions weaken causing meaningful
declines in revenue and gross margin and result in net losses and
impairments, or if liquidity weakens.
The principal methodology used in this rating was Homebuilding and
Property Development published in October 2022.
Beazer Homes USA, Inc., headquartered in Atlanta, Georgia, is a US
homebuilder operating in 16 markets in 13 states across three
geographic regions: West, East and Southeast. Beazer targets
first-time, move-up, and active adult homebuyers. In the last
twelve months ended December 31, 2023, the company generated $2.1
billion in revenue and $156 million in net income.
BLACK PEARL: Wins Interim Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilmington Division, authorized Black Pearl Home Care,
LLC to use cash collateral, on an interim basis, in accordance with
the budget.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral for payment of ongoing
operating expenses and administrative claims incurred during the
pendency of the case.
The Debtor's income is solely derived from the businesses. On the
Petition Date, the Debtor scheduled total funds-on-hand as held in
its checking accounts in the amount of $5,680. The Debtor
anticipates receiving income of $71,537 by March 15, pursuant to
regularly invoiced home-health services provided to 42 clients.
The creditors that assert a security interest in the Debtor's
property are the U.S. Small Business Administration, CHTD Company,
ZAHAV Asset Management, LLC, and TKCG, LLC.
The court said Debtor may use cash collateral not to exceed the
amounts shown in the budget admitted into evidence at the March 5,
2024 hearing, but such amounts being inclusive of the $7500
previously approved in the first hearing order.
The Creditors' liens on the collateral securing the indebtedness
owed to the Creditors will extend to the Debtor's post-Petition
assets to the same extent and in the same priority as existed
pre-Petition; provided, that nothing in the Order will be deemed to
grant the Creditors a post-Petition lien on the types of assets, if
any, in which the Creditors did not possess a valid, perfected,
enforceable, and otherwise non-avoidable prePetition lien(s).
A final hearing on the matter is set for March 19, 2024 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=ZLBs0Y
from PacerMonitor.com.
About Black Pearl Home Care LLC
Black Pearl Home Care LLC offers personalized healthcare services
in clients' homes, focusing on tailored care and support.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00607) on February
23, 2024. In the petition signed by Kwame Duff, managing member,
the Debtor disclosed $94,088 in total assets and $1,442,760 in
total liabilities.
Judge Joseph N. Callaway oversees the case.
George Mason Oliver, Esq., at THE LAW OFFICES OF OLIVER & CHEEK,
PLLC, represents the Debtor as legal counsel.
CAN BROTHERS: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized CAN Brothers Construction, Inc. to use the cash
collateral of Bank of New Hampshire and the Small Business
Association, on an interim basis, in accordance with the budget.
The Debtor is permitted to use cash collateral pay the costs and
expenses and wages incurred by the Debtor by the Debtor in the
ordinary course of business during the period from March 1, 2024
through March 29, 2024 or the date on which the Court enters an
order revoking the Debtor's right to use cash collateral subject to
the further provisions of the Order.
As adequate protection for the Debtor's use of cash collateral, BNH
and the SBA are granted a post-petition replacement lien in any
property of the estate held by such lienholder as collateral on the
Petition Date, to the extent that such a lien or security interest
is not otherwise extended under 11 U.S.C. Section 552(b)(2), in all
post petition property of the estate, pursuant to valid,
enforceable, and perfected encumbrances, which will have and enjoy
the same degree of perfection, preference, and priority as their
pre-petition potential cash collateral liens enjoyed under
applicable state law on the Petition Date subject to further terms
of the Order. The Replacement Liens will maintain the same
priority, validity and enforceability as such pre-petition liens on
the cash collateral, but will be recognized only to the extent of
any diminution in the value of the property securing each record
lienholder's claim on the Petition Date resulting from the use of
cash collateral pursuant to the Order.
Absent the Court's entry of a further order extending this
authorization, the Order will terminate upon the earliest of: (i)
the last day of the Interim Use Period; (ii) the earliest date on
which a preliminary or final hearing on cash collateral
requirements can be held under the notice and service requirements
of Bankruptcy Rules 4001(b) and (d) and 7004(h); (iii) appointment
of a Trustee pursuant to Bankruptcy Code Section 1104; (iv)
conversion of the Debtor's case to one under Chapter 7 of the
Bankruptcy Code; (v) dismissal of the Debtor's case; or (vi) entry
of an order granting a Motion for Relief from Automatic Stay with
respect to any property that is Everlasting's collateral.
A final hearing on the matter is set for March 29 at 9 a.m.
A copy of the order is available at https://urlcurt.com/u?l=CRsZDv
from PacerMonitor.com.
About CAN Brothers Construction, Inc.
CAN Brothers Construction, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10115) on
February 26, 2024. In the petition signed by Charles W. Therriault,
Jr., president, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Bruce A Harwood oversees the case.
Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL
ASSOCIATION, represents the Debtor as legal counsel.
CAREVIEW COMMS: Board Approves 2024 Stock Incentive Plan
--------------------------------------------------------
CareView Communications, 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 approved the CareView Communications, Inc.
2024 Stock Incentive Plan. The 2024 Plan became effective March 5,
2024, and will terminate on March 4, 2034 (unless terminated
earlier as described in the 2024 Plan). The 2024 Plan permits the
granting of awards in the form of nonqualified stock options, stock
appreciation rights, restricted stock awards, performance awards,
performance-based awards and any combination of the foregoing.
Subject to adjustments as provided in the 2024 Plan, a total of
30,000,000 shares of the Company's common stock, par value $0.001
per share, will be available for issuance under the 2024 Plan.
The purpose of the 2024 Plan is to enhance the incentive for
participants to contribute to its growth, thereby benefiting the
Company and its shareholders, and to align the economic interests
of the participants with those of its shareholders by providing (i)
key employees of the Company and its subsidiaries, (ii) certain
consultants and advisors who perform services for the Company or
its subsidiaries, and (iii) members of the Board, with the
opportunity to acquire shares of the common stock or receive
monetary payments based on the value of such shares.
The 2024 Plan shall be administered by the compensation committee
of the Company, and except as specifically reserved to the Board
under the terms of the 2024 Plan, the compensation committee shall
have full and final authority to operate, manage and administer the
2024 Plan. Employees, officers, directors, consultants or advisors
are eligible for awards under the 2024 Plan.
Awards are subject to the terms, conditions, limitations,
restrictions, vesting and forfeiture provisions determined by its
compensation committee, in its sole discretion subject to certain
limitations provided in the Plan. Each award will be evidenced by
an award agreement, which will govern that award's terms and
conditions, which may include provisions for vesting, the effect of
termination of service on the award, and other restrictions or
contingencies and the requirement to enter into tax elections.
Grant and Vesting. The compensation committee may, in its
discretion, determine the number of options and stock appreciation
rights ("SARs") to be granted. Such options will be nonqualified
stock options. The compensation committee will determine when the
options and SARs will vest.
Option and SAR Exercise. The per share exercise price of an option
or SAR will be determined by the compensation committee, but will
not be less than the last reported sale price on the national
securities exchange or the NASDAQ National Market on which it is
traded on the relevant date or, if there were no trades on that
date, the latest preceding date upon which a sale was reported. If
the common stock is not principally traded on a national securities
exchange or the NASDAQ National Market, the exercise price will not
be less than the mean between the last reported "bid" and "asked"
prices of common stock on the relevant date, as reported on NASDAQ
or, if not so reported, as reported by the National Daily Quotation
Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the compensation committee
determines. If the common stock is not publicly traded or, if
publicly traded, is not subject to reported transactions or "bid"
or "asked" quotations as set forth above, the exercise price will
not be less than the fair market value as reasonably determined by
the compensation committee.
The Company's compensation committee will determine the term during
which each option and SAR may be exercised, except that no option
or SAR may be exercisable more than ten years from the grant date.
Payment of the option exercise price may be made in cash or, in the
discretion of the compensation committee, in shares of the
Company's common stock, or by a combination of these methods. The
compensation committee may also authorize the payment of the
exercise price in a broker-assisted cashless exercise subject to
such limitations as it may determine. The compensation committee
may also prescribe any other method of paying the exercise price
that it determines to be consistent with applicable law and the
purpose of the 2024 Plan, including, without limitation, in lieu of
the exercise of an option by delivery of shares of common stock,
providing the Company with a notarized statement attesting to the
number of shares owned for at least six months, where upon
verification by the Company, the Company would issue the number of
incremental shares to which the Participant is entitled upon
exercise of the option.
When a SAR is exercised, the Company will pay in cash, common stock
or a combination thereof, an amount equal to the excess of (i) the
fair market value, or other specified valuation, of a specified
number of shares of common stock on the date the right is
exercised, over (ii) the fair market value of such shares on the
date of grant, or other specified valuation (which shall be no less
than the fair market value on the date of grant). The compensation
committee will determine whether cash shall be paid in lieu of
fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.
A form of Nonqualified Stock Option Agreement under which options
may be granted pursuant to the 2024 Plan has been filed as an
exhibit to this Form 8-K.
Restricted stock awards consist of outstanding shares of the
Company's common stock that is subject to transfer and/or
forfeiture restrictions for a period of time. The award agreement
will specify whether a participant will have all of the rights of
any other stockholder, including voting and dividend rights.
A restricted stock unit is an unfunded, unsecured contractual right
to receive shares of the Company's common stock, cash or other
property at a future date, subject to such terms and conditions as
its compensation committee may determine.
Grant and Vesting. Subject to the provisions of the 2024 Plan, its
compensation committee will determine the terms and conditions of
each restricted stock award, including restrictions on the sale or
other disposition of such shares and the right of the Company to
reacquire such shares for no consideration upon termination of a
Participant's employment within specified periods or prior to
becoming vested.
Performance awards provide Participants with the right to receive
shares of its common stock or cash at the end of a specified
period. The compensation committee will determine the number,
amount and timing of each performance awards. The compensation
committee may condition the payment of performance awards upon the
attainment of specific performance goals or such other terms and
conditions as the compensation committee deems appropriate,
including forfeiture restrictions.
Certain restricted stock awards, nonqualified stock options, SARs
or performance awards granted under the Plan may be granted in a
manner such that they qualify for the performance-based
compensation exemption under Section 162(m) of the Code
("performance-based awards"). Performance-based awards entitle the
recipient to receive the stated consideration upon, and to the
extent of, satisfaction of pre-established performance criteria.
Grant and Vesting. Performance-based awards will vest based on the
achievement of pre-determined performance goals established by the
compensation committee in accordance with the Plan. The
compensation committee may determine the number and type of
performance-based awards to be granted to the recipient, as well as
the performance period and performance goals applicable to the
award. After establishment of a performance goal, the compensation
committee may not revise such performance goal or increase the
amount of the performance-based award that will be paid or vested
upon the attainment of such performance goal.
Performance Goals. The compensation committee will establish in
writing objective performance-based goals applicable to a given
period.
In the event of a stock split, stock dividend, split-up, split-off,
spin-off, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares, a sale by the Company of all or
part of its assets, or in the event of any distribution to
stockholders of other than a normal cash dividend, or other
extraordinary or unusual event, if the compensation committee
determines, in its discretion, that such change equitably requires
an adjustment in the terms of any awards or the number of shares of
common stock that are subject to awards, such adjustment shall be
made by the compensation committee and will be final, conclusive
and binding for all purposes of the Plan.
In the event of a change in control of the Company, its
compensation committee may determine, in its sole discretion, that
all or a portion of each outstanding award is exercisable in full
upon the change in control or at such other date or dates that the
compensation committee may determine, and that any forfeiture and
vesting restrictions will lapse on such date or dates. In its sole
discretion, its compensation committee may also determine that,
upon the occurrence of a change in control, each outstanding option
and SAR will terminate within a specified number of days, and each
such Participant will receive, with respect to each share of common
stock subject to such option and SAR, an amount equal to the excess
of the fair market value of such shares immediately prior to such
change in control over the exercise price per share of such option
and SAR. Such payment may be made in cash, in one or more kinds of
property or a combination thereof, as determined by the
compensation committee in its sole discretion.
Awards granted under the Plan are not transferable or assignable
other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order. The compensation
committee may provide, in an Agreement for a Nonqualified Stock
Option, for its transferability as a gift to family members, one or
more trusts for the benefit of family members, or one or more
partnerships of which family members are the only partners,
according to such terms as the compensation committee may
determine, provided that the Participant receives no consideration
for the transfer and the transferred option shall continue to be
subject to the same terms and conditions as were applicable to the
option immediately before the transfer.
After approving the 2024 Plan, the Board awarded non-qualified
stock options for an aggregate of 29,837,858 shares with an
exercise price of $0.06 per share, which shares were issued
pursuant to the 2015 Plan, the 2016 Plan, the 2020 Plan (the "Prior
Plans") and the 2024 Plan. The Company's Chief Operating Officer,
Sandra K. McRee, was granted an aggregate of 8,902,113 options
pursuant to the Prior Plans and the 2024 Plan. Shares vest over a
period of three years on the anniversary date of the grant.
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages.
Careview Communications reported a net loss of $6.04 million for
the year ended Dec. 31, 2022, compared to a net loss of $10.08
million for the year ended Dec. 31, 2021.
As of Sept. 30, 2023, the Company has $4,778,046 in total assets
and $39,358,395 in total liabilities.
Somerset, New Jersey-based Rosenberg Rich Baker Berman P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated May 19, 2023, citing that the
Company has suffered recurring losses from operations and has
accumulated losses since inception that raise substantial doubt
about its ability to continue as a going concern.
CHAPARRAL PROFESSIONAL: Seeks Cash Collateral Access
----------------------------------------------------
Chaparral Professional Land Surveying, Inc. asks the U.S.
Bankruptcy Court for the Western District of Texas, Austin
Division, for authority to use the cash collateral of BankUnited,
N.A. and US Bank Equipment Finance and provide adequate
protection.
The Debtor requires the use of cash collateral to pay expenses when
due.
BankUnited N.A., holds a first lien on all the Debtor's assets
(with the exception of the specific equipment financed by US Bank
Equipment Finance) and the proceeds thereof, including its accounts
receivable. The cumulative debt owing to BankUnited, N.A. exceeds
the value of the Collateral (which includes not only the Debtor'[s
accounts receivable, but all the Debtor's assets and the proceeds
thereof except for the Debtor's deposit accounts) leaving all
creditors (except U.S. Bank Equipment Finance) who filed a UCC-1
after June 7, 2017 with unsecured, non-priority claims. U.S. Bank
Equipment Finance financed the purchase of specific equipment and
filed its UCC-1 on November 6, 2023.
The Debtor requests authority to use cash collateral to pay the
reasonable expenses of its business operations and the reasonable
expenses of the administration of the case, so long as the total of
cash collateral spent during the month does not exceed by more than
5% the amount set forth in the budget.
All parties with properly perfected liens will receive adequate
protection of their interests in their respective collateral in the
form of replacement liens on the post-petition property of the
Debtor as described in their respective UCC-1 financing statements
filed with the Secretary of State of Texas.
A copy of the motion is available at https://urlcurt.com/u?l=OLC32B
from PacerMonitor.com.
About Chaparral Professional Land Surveying, Inc.
Chaparral Professional Land Surveying, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-10262-smr) on March 11, 2024. In the petition signed by Kevin
Pata, president, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Kimberly Nash, Esq., at Law Office of Kimberly Nash P.C.,
represents the Debtor as legal counsel.
CHARGE ENTERPRISES: Unsecureds Unimpaired in Prepackaged Plan
-------------------------------------------------------------
Charge Enterprises, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware a Combined Disclosure Statement and
Prepackaged Chapter 11 Plan of Reorganization dated March 7, 2024.
The Company is an electrical, broadband, and electric vehicle
("EV") 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.
Charge was originally incorporated as E-Education Network, Inc. in
Nevada on May 8, 2003. On August 10, 2005, E-Education Network,
Inc. changed its name to GoIP Global, Inc., and in December 2017,
changed its domicile from Nevada to Colorado.
Charge determined that approaching its Prepetition Lenders to
pursue a prepackaged bankruptcy proceeding was in the best
interests of its stakeholders, and it began negotiations over such
a plan in earnest in mid-February. To facilitate these
negotiations, the Bid Deadline and Foreclosure Date were extended
by the Prepetition Lenders a number of times. On February 27, 2024,
Charge and the Prepetition Lenders reached an agreement regarding a
balance-sheet restructuring of Charge, which was memorialized in a
certain Restructuring and Plan Support Agreement (the "RSA") in
support of a prepackaged chapter 11 bankruptcy filing to obtain
confirmation of this combined disclosure statement and plan.
Following good-faith, arm's length negotiations in the days
following execution of the RSA, Charge reached a final agreement
with the Prepetition Lenders (in their capacity as lenders under
the DIP Facility, the "DIP Lenders") on the terms of the $10
million DIP Financing set forth in the DIP Term Sheet and the
proposed interim DIP Order. These terms allow Charge immediate
access to up to $4 million upon entry of the interim DIP Order, and
the remaining $6 million through the issuance of a delayed draw
term loan upon entry of the final DIP Order, to continue paying its
operating expenses and signal to its customers, vendors, and
employees that operations will continue uninterrupted in the
ordinary course during the Chapter 11 Case.
The Plan effects a balance-sheet restructuring of the Debtor by
cancelling all existing preferred and common stock in the Debtor
and converting funded secured debt of the Debtor into new common
stock of the Reorganized Debtor, while providing for payment in
full of all Allowed administrative, priority (if any), secured (if
any), and general unsecured (i.e., non-subordinated) claims against
the Debtor.
Class 4 consists of General Unsecured Claims. With respect to any
Allowed General Unsecured Claims, at the option of the Reorganized
Debtor: (i) the legal, equitable, and contractual rights to which
the General Unsecured Claim entitles the holder thereof shall be
left unaltered; (ii) the General Unsecured Claim shall be left
Unimpaired in the manner described in section 1124(2) of the
Bankruptcy Code; or (iii) on or as soon as practicable after the
later of (a) the Effective Date or (b) the date on which such Claim
is Allowed, the General Unsecured Claim shall be paid in full, in
Cash. The allowed unsecured claims total $1,782,308 to $2,407,308.
This Class will receive a distribution of 100% of their allowed
claims. This Class is unimpaired.
On the Effective Date, each Common Interest shall be canceled,
released, and extinguished, and will be of no further force or
effect, and the holder thereof shall receive no recovery or
distribution under the Plan on account of its Common Interest.
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule
9019, and in consideration for the classification, distributions,
releases, and other benefits provided under the Plan, on the
Effective Date, the provisions of the Plan shall constitute a
good-faith compromise and settlement of all Claims (including,
without limitation, the Prepetition Lender Claims), Interests,
Causes of Action, and controversies released, settled, compromised,
discharged, satisfied, or otherwise resolved pursuant to the Plan.
The Reorganized Debtor shall fund distribution under the Plan as
follows:
* The Reorganized Debtor shall use Cash on hand to fund
distributions to certain holders of Allowed Claims against the
Debtor.
* The issuance of the New Common Stock shall be authorized
without the need for any further corporate action and without any
further action by the holders of Claims or Interests. All of the
shares of New Common Stock issued pursuant to the Plan shall be
duly authorized, validly issued, fully paid, and non-assessable.
Each distribution and issuance of the New Common Stock under the
Plan shall be governed by the terms and conditions set forth in the
Plan applicable to such distribution or issuance and by the terms
and conditions of the instruments evidencing or relating to such
distribution or issuance, which terms and conditions shall bind
each Entity receiving such distribution or issuance.
A full-text copy of the Combined Disclosure Statement and Plan
dated March 7, 2024 is available at https://urlcurt.com/u?l=bhMhla
from PacerMonitor.com at no charge.
Proposed Counsel to the Debtor:
Patrick A. Jackson, Esq.
Ian J. Bambrick, Esq.
Sarah E. Silveira, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Ave., Suite 1410
Wilmington, DE 19801
Tel: (302) 467-4200
Fax: (302) 467-4201
Email: patrick.jackson@faegredrinker.com
ian.bambrick@faegredrinker.com
sarah.silveira@faegredrinker.com
Michael T. Gustafson, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
320 South Canal Street, Suite 3300
Chicago, IL 60606
Tel: (312)569-1000
Fax: (312) 569-3000
Email: mike.gustafson@faegredrinker.com
Michael P. Pompeo, Esq.
Kyle R. Kistinger, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
1177 Avenue of the Americas, 41st Floor
New York, NY 10036
Tel: (212) 248-3140
Fax: (212 248-3141
Email: michael.pompeo@faegredrinker.com
kyle.kistinger@faegredrinker.com
About Charge Enterprises
Charge Enterprises, Inc. 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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7,
2024, with $114,368,349 in assets and $48,718,180 in liabilities.
Craig Harper-Denson, authorized officer, signed the petition.
The Debtor tapped Ian J. Bambrick, Esq. at FAEGRE DRINKER BIDDLE &
REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as
financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP
as special litigation counsel.
CHENIERE ENERGY: Prices $1.5 Billion Senior Notes Due 2034
----------------------------------------------------------
Cheniere Energy, Inc. disclosed in a Form 8-K Report that it
entered into a purchase agreement with Goldman Sachs & Co. LLC,
J.P. Morgan Securities LLC, BBVA Securities Inc., Mizuho Securities
USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., as
representatives of the initial purchasers named therein, to issue
and sell to the Initial Purchasers $1.5 billion aggregate principal
amount of its 5.650% Senior Notes due 2034. The Notes will be
issued at 99.789% of par.
The Purchase Agreement contains customary representations,
warranties, and agreements by Cheniere and customary conditions to
closing and indemnification obligations of Cheniere and the Initial
Purchasers.
The Notes offering is being made in a private transaction in
reliance upon an exemption from the registration requirements of
the Securities Act of 1933, as amended, only to persons reasonably
believed to be "qualified institutional buyers" in accordance with
Rule 144A under the Securities Act and to persons outside the
United States in accordance with Regulation S under the Securities
Act.
Certain Initial Purchasers and their affiliates have provided from
time to time, and may provide in the future, certain commercial
banking, financial advisory, investment banking and other services
to Cheniere and its subsidiaries in the ordinary course of
business, for which they have received and may continue to receive
customary fees and commissions.
Accordingly, on March 5, 2024, Cheniere announced that it intends
to offer, subject to market and other conditions, Senior Notes due
2034. On the same day, the Company priced its offering of Senior
Notes due 2034. The Cheniere 2034 Notes will bear interest at a
rate of 5.650% per annum. The Cheniere 2034 Notes will be issued at
99.789% of par and will mature on April 15, 2034. The closing of
the offering is expected to occur on March 19, 2024.
Cheniere intends to use the proceeds from the offering to retire
all or a portion of the approximately $1.5 billion outstanding
aggregate principal amount of Cheniere Corpus Christi Holdings,
LLC's senior secured notes due 2025 (the "CCH 2025 Notes").
The offer of the Cheniere 2034 Notes has not been registered under
the Securities Act of 1933, as amended and the Cheniere 2034 Notes
may not be offered or sold in the United States absent registration
under the Securities Act or an applicable exemption from the
registration requirements of the Securities Act. This press release
shall not constitute an offer to sell or a solicitation of an offer
to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale of these
securities would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
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.
CHROMALLOY CORP: Moody's Assigns 'B2' CFR, Outlook Stable
---------------------------------------------------------
Moody's Ratings assigned a B2 corporate family rating and a B2-PD
Probability of Default rating to Chromalloy Corporation.
Concurrently, Moody's assigned a B2 rating to the planned senior
secured credit facility consisting of a $900 million 7-year term
loan and $150 million 5-year revolving credit facility. The outlook
is stable.
Proceeds from the senior secured term loan will be used to
refinance the company's existing debt, fund transaction costs and
add cash to the balance sheet. The senior secured revolving credit
facility will double in size to $150 million from $75 million and
will be undrawn at transaction close. The transaction will
significantly lower interest expense and support free cash flow
generation.
"The assignment of the B2 CFR reflects Moody's expectation for
manageable financial leverage, adequate liquidity, and aggressive
financial policies over the next 12-18 months, mitigated in part by
the business' high barriers to entry and solid demand for
aftermarket services and parts," commented Safat Hannan, a Moody's
Assistant Vice President and Analyst.
RATINGS RATIONALE
The B2 ratings reflect Chromalloy's solid position within the
global commercial and military aerospace maintenance, repair and
overhaul ("MRO") sector supported in part by its production of
Federal Aviation Administration ("FAA") approved spare parts for
airplane engines. Chromalloy also serves industrial gas turbine
("IGT") customers. Moody's views the company's vertically
integrated development of Parts Manufacturer Approval ("PMA") spare
parts as a competitive advantage relative to other third-party MRO
providers. The company specializes in developing PMA parts for the
most complex or "hot" section of an engine. The business is almost
entirely aftermarket repairs and parts. These factors support
Moody's expectation for Chromalloy's strong EBITDA margin of around
20% to continue. Moody's also expects that demand for MRO services
will remain strong as air travel increases and deliveries of new
aircraft are delayed, requiring customers to extend the useful life
of their existing fleets.
The ratings also reflect the very competitive nature of the
aerospace and defense sector. Chromalloy competes with other
independent MRO service providers in addition to in-house repair
providers at engine manufacturers and large commercial airlines.
Therefore, despite adequate liquidity, free cash flow will be
volatile as the company will need to invest in the development,
testing and certification of new PMA parts. Moody's anticipates the
company's financial policies to be aggressive given its private
equity ownership, a governance consideration.
The stable outlook reflects Moody's expectation that demand for
Chromalloy's aftermarket repairs and parts will remain strong and
result in about $30 million of free cash flow annually over the
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings may be upgraded if financial policies become more
conservative, debt/EBITDA is sustained below 4.0 times or if free
cash flow to debt is sustained above 5%.
Ratings may be downgraded if debt/EBITDA exceeds 5.0 times or if
the company generates negative free cash flow.
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 $205.4 million and 100% of LTM
Consolidated EBITDA, plus unlimited amounts subject to 5.0x First
Lien Leverage Ratio. There is an inside maturity sublimit up to the
greater of $410.8 million and 200% of LTM Consolidated EBITDA along
with any indebtedness incurred in connection with a permitted
acquisition or other investment. A "blocker" provision restricts
the transfer of material intellectual property to unrestricted
subsidiaries. The credit agreement provides some limitations on
up-tiering transactions, requiring affected lender consent for
amendments that subordinate the debt and/or liens unless such
lenders can ratably participate in such priming debt. Amounts up to
200% of unused capacity from general restricted payment basket may
be reallocated to incur debt.
Chromalloy Corporation, headquartered in Palm Beach Gardens,
Florida, is a leading independent provider of advanced engine
components and repairs. The company serves commercial and military
aerospace and industrial gas turbine ("IGT") markets, serving
primarily aftermarket customers. Chromalloy Corporation is owned by
Veritas. The company generated $914 million of revenue in 2023.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
CITIUS PHARMACEUTICALS: Receives Compliance Extension From Nasdaq
-----------------------------------------------------------------
Citius Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on March 12, 2024, it
received formal notice that the Nasdaq Stock Market LLC granted its
request for an extension through Sept. 9, 2024 to evidence
compliance with the $1.00 per share requirement for continued
inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing
Rule 5550(a)(2). If at any time before Sept. 9, 2024, the bid
price of the Company's common stock closes at $1.00 per share or
more for a minimum of 10 consecutive business days, Nasdaq will
provide the Company with written confirmation of compliance with
the Bid Price Rule.
If the Company does not regain compliance with the Bid Price Rule
by Sept. 9, 2024, Nasdaq will provide written notice to the Company
that its common stock is subject to delisting. At that time, the
Company may appeal the determination to a Nasdaq hearings panel.
The request for a hearing will stay any suspension or delisting
action pending the issuance of the hearing panel's decision.
The Extension Notice has no effect at this time on the listing of
the Company's common stock, which will continue to trade on The
Nasdaq Capital Market under the symbol "CTXR". The Company is
currently evaluating its options for regaining compliance. There
can be no assurance that the Company will be able to regain
compliance with the Bid Price Rule, even if we maintain compliance
with the other listing requirements.
About Citius Pharmaceuticals Inc.
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a late-stage pharmaceutical
company dedicated to the development and commercialization of
first-in-class critical care products with a focus on oncology,
anti-infectives in adjunct cancer care, unique prescription
products and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated Dec. 29, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations and has a
significant accumulated deficit. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CITIUS PHARMACEUTICALS: Two Proposals Passed at Annual Meeting
--------------------------------------------------------------
Citius Pharmaceuticals, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that it held its 2024 annual
meeting of stockholders on March 12, 2024, during which the
stockholders:
(1) elected Leonard Mazur, Myron Holubiak, Suren Dutia, Dr.
Eugene Holuka, Dennis M. McGrath, Robert Smith, and Carol Webb to
the Company's Board of Directors for a one-year term expiring at
the annual meeting of stockholders to be held in 2025 or until
their successors are duly elected and qualified; and
(2) ratified the selection of Wolf & Company, P.C. as the
Company's independent registered public accounting firm for the
fiscal year ending Sept. 30, 2024.
About Citius Pharmaceuticals Inc.
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a late-stage pharmaceutical
company dedicated to the development and commercialization of
first-in-class critical care products with a focus on oncology,
anti-infectives in adjunct cancer care, unique prescription
products and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated Dec. 29, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations and has a
significant accumulated deficit. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CLEVELAND-CLIFFS INC: Fitch Rates New $750MM Unsec. Notes 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' rating to Cleveland-Cliffs
Inc.'s (CLF) proposed new $750 million senior unsecured guaranteed
notes. Proceeds will be used to repay Cliffs' $829 million 6.75%
senior secured notes due 2026.
KEY RATING DRIVERS
Significant Debt Repayment: Cliffs benefitted from a period of
highly elevated steel prices in 2021-2023, which led to over $9.5
billion in EBITDA and roughly $4.9 billion in FCF, combined over
the three-year period. The company used cashflow primarily for debt
repayment, paying down roughly $3.1 billion as of YE 2023 from YE
2020. In addition, Cliffs' allocated roughly $1.4 billion to share
repurchases and made a roughly $790 strategic acquisition. Fitch
expects EBITDA leverage, 1.9x at Dec. 31, 2023, to remain strong
for the rating category and be sustained at or below 2.5x, barring
any material debt-funded acquisitions.
Declining Profitability: Fitch expects EBITDA margins to average
roughly 9% through 2027, given its steel price and cost
expectations. However, profitability could outperform expectations
particularly if average realized steel prices are higher than
anticipated. EBITDA margins declined to around 8% in 2023 compared
with a peak since becoming a steel manufacturer of around 24% in
2021, in line with lower steel prices and higher costs. Over the
past six quarters, from 3Q22-4Q23, margins have averaged around
6.5% compared to the previous six quarters from 1Q21-2Q22, which
averaged around 22%.
Fitch views Cliffs' lower margins as offset by Fitch's expectation
for continued positive FCF, and solid liquidity, given the company
has approximately $4.3 billion of availability under its $4.75
billion ABL credit facility due 2028. Fitch believes Cliffs will
remain opportunistic on M&A if opportunities present themselves at
reasonable valuations and for other near-term capital allocation
priorities to include share repurchases and further debt repayment.
As of Dec. 31, 2023, Cliffs had $608 million remaining under its
current $1 billion share repurchase authorization with no
expiration date.
High-Value Add Focus: Cliffs is the largest supplier of steel to
the North American automotive sector and one of a few North
American steel producers capable of producing some of the most
sophisticated grades of advanced high-strength steels and
value-added stainless steel products. The company is also the only
producer of grain oriented electrical steel in the U.S., used in
the production of transformers, which can be used to facilitate the
modernization of the electrical grid and one of only two producers
of non-oriented electrical steel in the U.S., a critical component
of motors used in hybrid/electric vehicles.
Cliffs' produces steel grades critical to automotive
light-weighting steel trends, and is well positioned longer term to
benefit from the auto recovery and the transition to electric cars.
Fitch believes U.S. auto demand is supported by consumers'
post-pandemic preference for personal modes of transportation over
mass transit, the average vehicle age at around 12.5 years, low
unemployment and growing electric vehicle demand longer-term.
Solid Operational Profile: Cliffs has significant size and scale as
the largest flat-rolled steel producer and largest iron ore pellet
producer in North America. Fitch believes Cliffs' vertically
integrated business model and self-sufficiency in iron ore
requirements benefits margins. In addition, Cliffs' has a 1.9
million tonne HBI facility, which produces a high-quality and
low-carbon intensive HBI product that can be used in Cliffs'
facilities as a premium scrap alternative.
Cliffs' also benefits from a higher proportion of fixed price
contracts, typically 40%-45% of volumes, leading to less price
volatility compared with other players in the industry. Fitch
believes the company's focus on higher value-added products, which
have barriers to entry and are higher priced, also benefit
margins.
Pension Obligation Improvement: Through the AM USA acquisition,
Cliff's acquired a significant amount of pension obligations.
However, Cliffs reduced its net pension and other post-employment
benefits (OPEB) liabilities by roughly $3.6 billion since the AM
USA acquisition in 2020. Pension obligations were underfunded by
approximately $275 million at YE 2023, and Cliffs expects
pension/OPEB cash needs to be approximately $190 million in 2024.
Fitch views the liability reduction positively and views cash needs
as manageable currently. However, the associated fixed costs can
wear on cash flow and can be particularly detrimental during low
points in the cycle.
DERIVATION SUMMARY
Cleveland-Cliffs is comparable in size but less diversified
compared with integrated majority blast furnace steel producer
United States Steel Corporation (BB/Positive Watch).
Cleveland-Cliffs is larger compared with EAF long steel producer
Commercial Metals Company (BB+/Positive Outlook) in terms of steel
capacity, although Cleveland-Cliffs has historically had less
favorable credit metrics. Cleveland-Cliffs is also larger in terms
of annual capacity, although has less favorable credit metrics
compared with EAF steel producer Steel Dynamics, Inc. (BBB/Positive
Outlook) and smaller with weaker credit metrics compared with EAF
steel producer Nucor (A-/Stable Outlook).
KEY ASSUMPTIONS
- Annual steel shipments of around 16.5 million tons on average
through 2027;
- Relatively flat average steel prices;
- EBITDA margins average roughly 9% through 2027;
- Capex of $725 million in 2024, increasing slightly thereafter;
- No additional acquisitions;
- Share repurchases with excess cash.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA margins sustained above 10%;
- Mid-cycle leverage expected to be sustained below 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage sustained above 3.5x;
- EBIDTA margins sustained below 8.5%;
- Significantly weaker steel fundamentals resulting in materially
lower than expected FCF generation.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: As of Dec. 31, 2023, Cliffs had $198 million in
cash and cash equivalents and $4.34 billion available under its
$4.75 billion ABL credit facility due 2028. The ABL credit facility
matures June 9, 2028, or 91 days prior to the stated maturity date
of any portion of existing debt if the aggregate amount of existing
debt that matures on the 91st day is greater than $100 million.
The ABL credit facility is subject to a springing 1.0x minimum
fixed-charge coverage covenant when availability is less than the
greater of (i) 10% of the lesser of (a) the maximum ABL amount
(currently $4.75 billion) and (b) the borrowing base; and (ii) $250
million.
ISSUER PROFILE
Cleveland-Cliffs is a majority blast furnace producer of steel
which also has some EAF production. The company is the largest
flat-rolled steel producer and largest producer of iron ore pellets
in North America.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Cleveland-Cliffs Inc.
senior unsecured LT BB- New Rating RR4
COMMSCOPE HOLDING: Moody's Lowers CFR to Caa2, Outlook Negative
---------------------------------------------------------------
Moody's Ratings downgraded CommScope Holding Company, Inc.'s
(CommScope) ratings including the corporate family rating to Caa2
from B3 and probability of default rating to Caa3-PD from B3-PD.
CommScope's speculative grade liquidity (SGL) rating was downgraded
to SGL-4 from SGL-3. The senior secured term loan and notes at
CommScope's subsidiary, CommScope, Inc. were downgraded to B3 from
B2 and the senior unsecured notes to Ca from Caa2, while the senior
unsecured notes at CommScope's other subsidiary, CommScope
Technologies LLC were downgraded to Ca from Caa2. The outlooks are
negative.
The ratings downgrade primarily reflects the increasing risk of a
capital restructuring including a distressed exchange of some or
all of the company's debt, with maturities approaching including
the company's senior notes in June 2025 and secured debt in March
and April of 2026. The continued weak operating performance and
uncertainty around the timing of a recovery in various operating
segments is also a negative factor.
CommScope's revenues and EBITDA continued to decline during Q4 2023
with weakness across all segments including the Networking,
Intelligent Cellular and Security Solutions (NICS) business which
had been a source of strength earlier in 2023. Moody's expects an
eventual recovery in CommScope's different segments, but
uncertainty over the timing and pace of those improvements are
likely to lead to CommScope's credit metrics remaining above the 9x
range (including Moody's standard adjustments) in 2024.
ESG considerations were a factor in the ratings, specifically
governance. Moody's views the financial strategy as very high risk,
and the track record to be unpredictable. As a result, CommScope's
Credit Impact Score (CIS) was changed to CIS-5 from CIS-4.
RATINGS RATIONALE
CommScope's Caa2 CFR is driven by the very high financial leverage
(9.4x as of Q4 2023 including Moody's standard adjustments)
stemming from the 2019 ARRIS acquisition and recent weak end market
demand in telecom and broadband acerbated by elevated inventory
levels. The poor operating performance combined with $5.8 billion
of debt maturing in 2025 and 2026 increase the potential for
restructuring of CommScope's outstanding debt.
Despite CommScope's leverage and maturity challenges, the company
has significant scale and leading market positions supplying
numerous telecom, broadband and enterprise connectivity markets.
Moody's expects CommScope's core business (which excludes the
set-top box business that was recently divested) to be pressured
over the next year but have moderate organic growth over the three
to five year horizon as 5G spending resumes, broadband providers
continue to expand capacity and update their networks, and data
center providers upgrade and increase their infrastructure.
Performance can vary significantly however in any given period due
to the volatile spending patterns of the company's large cable and
telco customers and evolving Pay-TV architectures. While CommScope
is one of the largest suppliers of wireless telco and cable
industry equipment and connectivity solutions, it is small relative
to the size of their main customers, and has limited negotiating
leverage.
CommScope and its wholly owned subsidiaries' senior secured debt
ratings of B3 (LGD2) reflect Moody's expectation of a high recovery
rate in the event of default given the meaningful value of the
overall enterprise and its priority of claims compared to the
unsecured debt that will likely suffer the majority of losses in
the event of a default. As a result, the senior unsecured debt is
rated Ca (LGD4). The probability of default rating (PDR) is Caa3-PD
and reflects the high liklihood of a restructuring of CommScope's
debt structure.
CommScope's liquidity is weak as highlighted by the speculative
grade liquidity (SGL) rating of SGL-4, which reflects the company's
inability to cover almost $1.3 billion of debt maturities due in
June 2025, with internal sources of liquidity. Cash on the balance
sheet was $544 million as of Q4 2023. CommScope has a $1 billion
revolving credit facility ($688 million available with a borrowing
base subject to maximum capacity of $786 million reduced by $98
million of L/Cs outstanding) as of December 31, 2024. The revolver
matures the earliest of September 30, 2027 or 91 days prior to the
maturity date of any other indebtedness as defined in the Credit
Agreement which limits availability as a result of the note
maturing in June 2025. CommScope's free cash flow (FCF) was $237
million in 2023, but Moody's expects lower FCF in 2024 as working
capital is likely to be less favorable compared to 2023. Near term
interest payments and weak operating performance will also weigh on
CommScope's liquidity position during the beginning of 2024.
CommScope could look to sell assets in order to boost liquidity in
the near term.
The negative outlook reflects challenges CommScope has in improving
operating performance and addressing near term debt maturities
which may lead to distressed debt exchanges or other financial
restructuring. US government infrastructure bills and AI networking
spending are expected to a source of growth over time and support
improved operating performance. A reduction in excess inventory
levels to normalized levels will also be an important driver of
growth. However, results can be volatile and unpredictable, and
therefore Moody's doesn't have a high degree of confidence the
timing and pace of recovery will be sufficient to address upcoming
debt maturities without completing a financial restructuring.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade could occur if CommScope addresses all near term debt
maturities and leverage decreases well below 8x (including Moody's
standard adjustments). Improved liquidity with positive free cash
flow and significant revolver availability would also be required.
A further downgrade could occur if CommScope's risk of default
rises as a result of continued weak operating performance.
Completion of a distressed debt exchange would likely be considered
as a default by Moody's.
CommScope Holding Company, Inc., headquartered in Claremont, NC, is
the holding company for CommScope LLC, a supplier of connectivity
and infrastructure solutions for the wireless industry, telecom
service and cable service providers as well as the enterprise
market. CommScope acquired ARRIS, one of the largest providers of
equipment to the cable television and broadband industries, in
2019. CommScope spun off the Home Network business in January 2024.
Reported revenue was approximately $5.8 billion in FY 2023.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
CONTINENTAL AMERICAN: Seeks to Extend Plan Exclusivity to May 20
----------------------------------------------------------------
Continental American Corporation and Pioneer National Latex, Inc.,
asked the U.S. Bankruptcy Court for the District of Kansas to
extend their exclusivity periods to file a plan of reorganization
and obtain acceptance thereof to May 20 and July 19, 2024,
respectively.
The Debtors have determined that they have insufficient capital to
restructure, and believe that the sale of the Assets is in the best
interests of the estate, its creditors, and all parties in
interest. Debtors are presently marketing their assets for sale to
as a going concern, and have enlisted the services of B. Riley to
manage the sale process.
The Debtors claim that they anticipate announcing a sale in the
near term. Until that process is complete, Debtors cannot move
forward with proposing a chapter 11 plan.
In addition, Debtors are currently evaluating the necessity and
feasibility of numerous leases and executory contracts. The
ultimate decision concerning many of these will depend upon the
outcome of the sale process and the proposed terms and conditions
of the prospective sale. Therefore, Debtors respectfully request a
30-day extension of the deadline to assume non-residential real
property leases.
Attorneys for the Debtors:
David Prelle Eron, Esq.
PRELLE ERON & BAILEY, P.A
301 N. Main Street, Suite 2000
Wichita, KS 67202
Email: david@eronlaw.net
About Continental American Corporation
Continental American Corporation operates a balloon manufacturing
business in Wichita, Kan.
Continental American and its affiliate, Pioneer National Latex,
Inc., filed Chapter 11 petitions (Bankr. D. Kan. Lead Case No.
23-10938) on Sept. 22, 2023. Judge Mitchell L. Herren oversees the
cases.
At the time of the filing, Continental American reported $50
million to $100 million in assets and $10 million to $50 million in
liabilities while Pioneer National Latex reported $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A., represents
the Debtors as legal counsel.
CORENERGY INFRASTRUCTURE: Opposes Bid to Appoint Equity Committee
-----------------------------------------------------------------
CorEnergy Infrastructure Trust, Inc. asked the U.S. Bankruptcy
Court for the Western District of Missouri to deny the motion filed
by an ad hoc group of preferred shareholders to appoint an official
committee that will represent preferred shareholders in its Chapter
11 case.
The ad hoc group, which is composed of beneficial holders of 7.375%
Series A Cumulative Redeemable Preferred Stock, had argued
CorEnergy is not "hopelessly insolvent," citing the company's
bankruptcy plan, which proposes to pay trade creditors in full and
senior noteholders 89.6% to 95.1% of their claims.
Mark Benedict, Esq., attorney for CorEnergy, said the market has
shown the company is hopelessly insolvent.
"The market itself indicates that [CorEnergy] is insolvent without
value to junior classes, including the preferred equity," Mr.
Benedict said, pointing out that the unsecured convertible senior
notes issued by the company continue to trade substantially below
par value.
"Every available market indicator demonstrates that there is no
viable sale opportunity, that equity is out of the money, and that
the holders of the senior notes are not even being paid in full,"
the attorney said in an objection filed in court.
CorEnergy has issued and outstanding $118,050,000 of unsecured
convertible senior notes bearing interest at a rate of 5.875%, and
a minimal amount of trade debt. Approximately 90% of the senior
notes is held by the ad hoc group of senior noteholders, the
company's largest creditors.
Under the proposed plan, senior noteholders are not being paid in
full. Their projected recovery leaves a deficiency of approximately
$5.8 to $12.3 million (calculated only on the principal balance),
according to the company's attorney.
"This is far from a tacit acknowledgment of solvency," Mr. Benedict
said. "It is mathematical evidence that the holders of the senior
notes are not being paid in full."
Mr. Benedict also said that preferred shareholders are adequately
represented by the company and its board of directors whose
interests are aligned with preferred shareholders.
The ad hoc group of senior noteholders echoed the arguments of the
company, saying the preferred shareholders "have failed to meet
their burden to establish why an official equity security holders'
committee is necessary."
"The [preferred shareholders] spend much time arguing that the
[CorEnergy] is not actually insolvent and that the [preferred
shareholders] should be entitled to an additional distribution, but
ignore that if they are entitled to any distribution, the holders
of the senior notes must be paid in full on their claims," the
senior noteholders group said.
The senior noteholders are represented by:
Eric L. Johnson, Esq.
Andrea M. Chase, Esq.
Camber M. Jones, Esq.
Spencer Fane, LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Phone: (816) 474 8100
Fax: (816) 474-3216
ejohnson@spencerfane.com
achase@spencerfane.com
cjones@spencerfane.com
-- and --
James H. Millar, Esq.
Laura E. Appleby, Esq.
Faegre Drinker Biddle & Reath, LLP
1177 Avenue of the Americas, 41st Floor
New York, NY 11036-2714, USA
Phone: (212) 248-3140
Fax: (212) 248-3141
james.millar@faegredrinker.com
laura.appleby@faegredrinker.com
About CorEnergy Infrastructure
CorEnergy Infrastructure Trust, Inc. is a Maryland corporation
formed in 2005 as a Business Development Company under the
Investment Company Act of 1940, but since 2012 has operated for tax
purposes as a real estate investment trust ("REIT"). Its stock is
publicly traded and widely held, and it operates under the
oversight of a board of directors that meets the independence
standards of the New York Stock Exchange. Since its conversion to a
REIT in 2012, CorEnergy has focused on owning and leasing energy
midstream infrastructure and operating energy midstream companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on February 25,
2024, with $14,492,662 in assets and $118,415,403 in liabilities.
David J. Schulte, officer, signed the petition.
Judge Cynthia A. Norton oversees the case.
Mark T. Benedict, Esq., at Husch Blackwell, LLP represents the
Debtor as legal counsel.
The Debtor filed its Chapter 11 plan of reorganization and
disclosure statement on February 25, 2024.
CRYPTO CO: Issues $159K Note to AJB Capital
-------------------------------------------
The Crypto Company disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company borrowed
funds pursuant to the terms of a Securities Purchase Agreement
entered into with AJB Capital Investments, LLC, and issued a
Promissory Note in the principal amount of $159,000 to AJB in a
private transaction for a purchase price of $135,000, each dated as
of February 29, 2024.
In connection with the sale of the AJB Note, the Company also paid
certain fees and expenses of AJB. After payment of the fees and
expenses, the net proceeds to the Company were $130,000, which will
be used for working capital, to fund potential acquisitions or
other forms of strategic relationships, and other general corporate
purposes.
The maturity date of the AJB Note is August 29, 2024. The AJB Note
bears no interest on the principal except for default interest, if
any. The Company may prepay the AJB Note at any time without
penalty. Under the terms of the AJB Note, the Company may not issue
additional debt that is not subordinate to AJB, must comply with
the Company's reporting requirements under the Securities Exchange
Act of 1934, and must maintain the listing of the Company's common
stock on the OTC Market or other exchange, among other restrictions
and requirements. The Company's failure to make required payments
under the AJB Note or to comply with any of these covenants, among
other matters, would constitute an event of default. Upon an event
of default under the AJB SPA or AJB Note, the AJB Note will bear
interest at the lesser of 18% per annum or the maximum amount
permitted under law, AJB may immediately accelerate the AJB Note
due date, AJB may convert the amount outstanding under the AJB Note
into shares of Company common stock at a discount to the market
price of the stock, and AJB will be entitled to its costs of
collection, among other penalties and remedies.
The Company provided various representations, warranties, and
covenants to AJB in the AJB SPA. The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default.
The Company also entered into a Security Agreement with AJB
pursuant to which the Company granted to AJB a security interest in
substantially all of the Company's assets to secure the Company's
obligations under the AJB SPA and AJB Note.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for distributed ledger
technologies, for the building of technological infrastructure, and
enterprise blockchain technology solutions.
Crypto Company reported a net loss of $5.66 million in 2022, a net
loss of $785,630 in 2021, and a net loss of $2.82 million in 2020.
As of March 31, 2023, the Company had $1.38 million in total
assets, $5.02 million in total liabilities, and a total
stockholders' deficit of $3.64 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 14, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
The Company has incurred significant losses and experienced
negative cash flows since inception. As of Sept. 30, 2023, the
Company had cash of $20,435. In addition, the Company's net loss
was $3,922,996 for the nine months ended Sept. 30, 2023, and the
Company's had a working capital deficit of $5,048,726. As of Sept.
30, 2023, the accumulated deficit amounted to $43,454,431. The
Company said that as a result of the Company's history of losses
and financial condition, there is substantial doubt about the
ability of the Company to continue as a going concern.
D & R JONES: Court OKs Cash Collateral Access Thru March 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized D & R Jones Construction Corp. to use cash collateral on
an interim basis, in accordance with the budget, through March 19,
2024.
The Debtor requires the use of cash collateral to fund operational
and administrative expenses.
As previously reported by the Troubled Company Reporter, there are
only two active Uniform Commercial Code Financing Statements on
file with the State of New York is as follows:
(i) Binghamton Savings Bank originally filed a UCC on August 8,
1989, and subsequent continuations on May 12, 1994, April 19, 1999,
April 2, 1999, and April 2, 2004. As Binghamton Savings Bank merged
with M & T Bank, M & T Bank filed continuation of the instant UCC
statements on February 19, 2009, March 25, 2014, February 11, 2019,
and February 12, 2024. The UCC is secured by all of the Debtor's
assets.
(ii) Kubota Credit Corporation, U.S.A. filed a UCC on March 19,
2022, and is secured by a tractor.
The court ruled that as adequate protection, the secured creditors
are granted valid, binding, enforceable and perfected continuing
replacement, rollover liens and security interests in all
collateral in which such creditors hold security interests pursuant
to their existing loan documents with the Debtor, pursuant to 11
U.S.C. sections 361 and 363, and in such priority as each
respective Secured Creditor held pre-petition, pending the
conclusion of the interim hearing.
A further telephonic hearing on the matter is set for March 19 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=36DKdJ
from PacerMonitor.com.
About D & R Jones Construction Corp.
D & R Jones Construction Corp. is a building finishing contractor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60165) on March 6,
2024. In the petition signed by Douglas Jones, president, the
Debtor disclosed $1,077,620 in assets and $1,034,445 in
liabilities.
Judge Patrick G Radel oversees the case.
Zachary D. McDonald, Esq., at ORVILLE & MCDONALD LAW, P.C.,
represents the Debtor as legal counsel.
D AND J'S HASH: Steven Weiss Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 1 appointed Steven Weiss, Esq., at
Shatz, Schwartz and Fentin, P.C., as Subchapter V trustee for D and
J's Hash House, Inc. d/b/a D&J's Hash House.
Mr. Weiss will be paid an hourly fee of $515 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Weiss declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Steven Weiss, Esq.
Shatz, Schwartz and Fentin, P.C.
1441 Main Street, Suite 1100
Springfield, MA 01103
Phone: (413) 737-1131
Email: sweiss@ssfpc.com
About D and J's Hash House
D and J's Hash House, Inc. operates D&J's Hash House restaurant in
Southwick, Mass., which is open for breakfast and lunch.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 24-30072) on February 23,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities. Susan Duffy, president, signed the petition.
Judge Elizabeth D. Katz oversees the case.
Robert E. Girvan III, Esq., at Weiner Law Firm, P.C., represents
the Debtor as bankruptcy counsel.
D.G. EDWARDS: Scott Seidel Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 6 appointed Scott Seidel as Subchapter
V trustee for D.G. Edwards, PLLC.
Mr. Seidel will be paid an hourly fee of $525 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Seidel declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Scott Seidel
6505 West Park Blvd., Suite 306
Plano, TX 75093
214-234-2500-main
214-234-2503-direct
Email: scott@scottseidel.com
About D.G. Edwards
D.G. Edwards, PLLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30525) on
February 27, 2024, with up to $50,000 in assets and up to $1
million in liabilities.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C. represents the
Debtor as legal counsel.
DAY ONE DISTRIBUTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Day One Distribution LLC
12502 Exchange Drive #448
Stafford, TX 77477
Chapter 11 Petition Date: March 14, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-31133
Judge: Hon. Eduardo V. Rodriguez
Debtor's Counsel: Melissa A. Haselden, Esq.
HASELDEN FARROW PLLC
700 Milam, Suite 1300
Pennzoil Place
Houston, TX 77002
Tel: (832) 819-1149
E-mail: mhaselden@haseldenfarrow.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Bischoff as CEO of Zero Day
Nutrition Company, Managing Member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WKR6YBA/Day_One_Distribution_LLC__txsbke-24-31133__0001.0.pdf?mcid=tGE4TAMA
DIGITAL AUTO: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Digital Auto, LLC asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky, Lexington Division, for authority to use cash
collateral and provide adequate protection.
Nextgear Capital, ACV Capital, Global Merchant Cash, and XL Funding
LLC assert an interest in the Debtor's cash collateral.
As adequate protection for use of cash collateral, the Debtor
proposes to utilize a Debtor-in-Possession bank account for all
cash used, and to account for all cash used through the filing of
monthly reports herein. Further, during the interim period, the
Debtor would grant a replacement lien granting the same priority as
existed prepetition on all assets of the same like and kind,
including post-petition receivables.
A copy of the motion is available at https://urlcurt.com/u?l=19WPZg
from PacerMonitor.com.
About Digital Auto, LLC
Digital Auto, LLC is a Kentucky limited liability corporation, with
its principal place of business in Fayette County, Kentucky.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. KY. Case No. 24-50259) on March 11,
2024. In the petition signed by Iman Muhsen, member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Noah Friend, Esq., at Noah R Friend Law Firm, represents the Debtor
as legal counsel.
DIGITAL MEDIA: Fernando Borghese Holds 14.8% Class A Shares
-----------------------------------------------------------
Fernando Borghese disclosed in a Schedule 13D Report filed with the
U.S. Securities and Exchange Commission that as of March 5, 2024,
he beneficially owned 673,130 shares of Digital Media Solutions,
Inc.'s Class A Common Stock, representing 14.8% of the shares
outstanding.
All percentages of shares of Common Stock outstanding are based on
4,286,712 shares of Common Stock outstanding as of November 17,
2023 (which consists of (i) 2,765,764 shares of Common Stock as
reported on Digital Media's Form 10-Q for the quarter ended
September 30, 2023, filed on November 14, 2023, and (ii) 1,520,948
shares of Common Stock issued to Prism Data, LLC on November 17,
2023 in connection with the redemption of the 1,520,948 units of
Digital Media Solutions Holdings, LLC, an indirect subsidiary of
the Company, held by Prism).
A full-text copy of the Report is available at
https://tinyurl.com/mw3k6ak6
About Digital Media
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
(NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of
data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases.
As of Sept. 30, 2023, Digital Media has $168,972,000 in total
assets and $330,173,000 in total liabilities.
* * *
As reported by the Troubled Company Reporter on Sept. 1, 2023, S&P
Global Ratings raised its issuer credit rating on U.S.-based
digital advertising solutions provider Digital Media Solutions Inc.
(DMS) to 'CCC' from 'SD' (selective default). S&P said the
negative outlook reflects limited visibility into the company's
recovery and the potential of a debt restructuring in 2024
following the expiration of the company's PIK option period, absent
significant cash flow improvement.
DIGITAL MEDIA: Prism Data, Joseph Marinucci Disclose Stakes
-----------------------------------------------------------
Prism Data, LLC, disclosed in a Schedule 13D/A Report filed with
the U.S. Securities and Exchange Commission that on March 5, 2024,
it ceased to be the beneficial owner of more than five percent of
Digital Media Solutions, Inc.'s Class A Common Stock. Meanwhile,
Joseph Marinucci reported to beneficially own 444,567 shares of the
class, representing 9.9% of the shares outstanding.
All percentages of shares of Common Stock outstanding are based on
4,286,712 shares of Common Stock outstanding as of November 17,
2023 (which consists of (i) 2,765,764 shares of Common Stock as
reported on Digital Media's Form 10-Q for the quarter ended
September 30, 2023, filed on November 14, 2023, and (ii) 1,520,948
shares of Common Stock issued to Prism Data, LLC on November 17,
2023 in connection with the redemption of the 1,520,948 units of
Digital Media Solutions Holdings, LLC, an indirect subsidiary of
the Company, held by Prism).
In addition to the shares of Common Stock owned by Marinucci (for
which he has sole voting and dispositive power), Marinucci has the
sole power to vote and dispose of (i) 69,552 shares of Common Stock
underlying the same number of warrants to purchase shares of Common
Stock owned by him, (ii) 9,386 shares of Common Stock underlying
the same number of options to purchase shares of Common Stock owned
by him, and (ii) 114,784 shares of Common Stock issuable upon
conversion of shares of Series B Convertible Preferred Stock owned
by Bayonne Holdings LLC, an entity owned and controlled by
Marinucci.
A full-text copy of the Report is available at
https://tinyurl.com/krh2jk8b
About Digital Media
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
(NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of
data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases.
As of Sept. 30, 2023, Digital Media has $168,972,000 in total
assets and $330,173,000 in total liabilities.
* * *
As reported by the Troubled Company Reporter on Sept. 1, 2023, S&P
Global Ratings raised its issuer credit rating on U.S.-based
digital advertising solutions provider Digital Media Solutions Inc.
(DMS) to 'CCC' from 'SD' (selective default). S&P said the
negative outlook reflects limited visibility into the company's
recovery and the potential of a debt restructuring in 2024
following the expiration of the company's PIK option period, absent
significant cash flow improvement.
EAGLE MECHANICAL: Proposes Immaterial Modifications to Plan
-----------------------------------------------------------
Eagle Mechanical, Inc., submitted an Amended Disclosure Statement
and an Immaterial Modification to Chapter 11 Plan of Liquidation
dated March 7, 2024.
Under the Plan, Debtor proposes an orderly liquidation of all its
assets for the benefit of creditors. Substantially all Debtor's
property is encumbered by a first priority lien held by FMB.
The Plan proposes that all Debtor's property encumbered by FMB's
lien, other than accounts receivable, shall be surrendered to FMB
who shall then be authorized to pursue remedies against all
Debtor's property without further order of the Court.
The Debtor will continue to pursue the recovery of outstanding
accounts receivable for the benefit of FMB. Debtor will also
continue to pursue all Causes of Action and use the proceeds of any
recovery from the Causes of Action to pay all the Administrative
Expenses as well as make a pro rata distribution on all Allowed
Unsecured Claims, which includes any Deficiency Claim asserted by
FMB.
Class 1 currently consists of Professionals, whose retention was
previously approved by the Court, and the United States Trustee's
Office with respect to quarterly fees that have accrued and remain
unpaid at the time of confirmation and/or have yet to accrue.
Unless otherwise stated in the Plan, Administrative Expenses shall
be paid in full within 30 days of being incurred or Court approval,
whichever is later.
Payment to Professionals for compensation and reimbursement of
expenses will be made in accordance with the procedures provided
for in the Bankruptcy Code and in any order of the Court relating
to the payment of interim and final compensation and expenses. The
Court will review and determine all requests from Professionals for
compensation and reimbursement of expenses.
All other entities seeking payment of an Administrative Expense
shall file their request for allowance and/or payment no later than
May 20, 2024 at 5:00 p.m. Only those parties who timely file a
request for an Administrative Expense shall be eligible to be paid
under this Plan. Any request for an Administrative Expense not
timely filed, unless otherwise authorized by the Court, shall be
immediately disallowed and expunged.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 4 shall consist of the Allowed Unsecured Claims and
Deficiency Claims, if any. To the extent Debtor, after paying all
Class 1 and Class 2 Claimants in full, does not have enough funds
remaining to pay all Class 4 Claimants in full, Debtor shall then
distribute such remaining funds pro rata amongst the Class 4
Claimants.
* Class 5 consists of Shareholders. Debtor shall receive any
funds remaining after payment in full of all classes above. Until
such senior classes are paid in full, Debtor shall not take any
distributions. Debtor's owners shall retain their interest in
Debtor to the extent necessary to wind down the business, file
final tax returns, and help complete other administrative needs of
Debtor. No distributions under the Plan are expected to be made to
many holders of Class 5 Claims.
On the Confirmation Date, all FMB's collateral, other than accounts
receivable, shall be abandoned from the Estate. Some of FMB's
collateral has already been liquidated. FMB shall be explicitly
authorized to enforce its secured interests against its collateral
without the need for further authorization from the Court.
The Debtor shall continue to pursue the recovery of all outstanding
accounts receivable for the benefit of FMB. Debtor shall pursue all
Causes of Action for the benefit of creditors. All Causes of Action
under any theory of law or equity, including, without limitation,
in an adversary proceeding filed in this case, shall be under the
control of Debtor, who shall then have the right to commence,
prosecute, abandon, settle, assign, or compromise, as appropriate,
all such Causes of Action. The proceeds of the recovery of the
Causes of Action shall be distributed as set forth in this Plan.
A full-text copy of the Amended Disclosure Statement dated March 7,
2024 is available at https://urlcurt.com/u?l=PaegJT from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Weston E. Overturf, Esq.
Anthony T. Carreri, Esq.
Kroger Gardis & Regas, LLP
111 Monument Cir # 900
Indianapolis, IN 46204
Phone: 317-777-7439
Email: woverturf@kgrlaw.com
About Eagle Mechanical
Eagle Mechanical Inc. is a certified HVAC and Plumbing contracting
firm, providing mechanical systems for commercial, industrial,
medical and institutional facilities.
The Debtor filed Chapter 11 petition (Bankr. S.D. Ind. Case No.
23-00291) on January 27, 2023. In the petition signed by its chief
executive officer, Rogelio Mancilla Jr., the Debtor disclosed
$7,751,209 in assets and $9,136,761 in liabilities.
Judge James M. Carr oversees the case.
Weston E. Overturf, Esq., at Kroger Gardis & Regas, LLP, is the
Debtor's legal counsel.
ECHOSTAR CORP: S&P Downgrades ICR to 'CCC-', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating (ICR) on DISH
DBS Corp. and Dish Network Corp. to 'CCC-' from 'CC' because
imminent default is not a certainty.
S&P revised its recovery rating on the Dish Network unsecured
convertible notes to '5' from '6' to reflect prospects for modest
(10%-30%) recovery in a default based on the existing capital
structure.
The negative outlook on EchoStar and its subsidiaries reflects
uncertainty around the company's path forward, which could result
in lower ratings if the company announces another subpar distressed
exchange offer.
Echostar's weak liquidity position underpins the 'CCC-' ICR. S&P
believes Echostar will need to raise at least $2 billion in
external capital to repay its November 2024 maturity. However,
given the ongoing cash burn, which is subject to wide variation,
S&P believes it's possible the company could exhaust its cash
balance prior to November considering it does not operate with a
revolving credit facility.
S&P estimates the company will have a pro forma cash balance of
about $1 billion after making the following payments:
-- $950 million convertible note maturity on March 15, 2024
-- $442 million payment to acquire remaining stake in SNR Wireless
related to AWS-3 spectrum licenses.
S&P said, "We estimate the company will burn through roughly $800
million in free operating cash flow (FOCF) through the year, which
could vary widely depending on pay-TV and wireless operating
trends. Furthermore, there could be working capital pressure (not
assumed in this estimate) if vendors require advance payments from
the company following auditors raising substantial doubt about
Echostar's ability to continue as a going concern in the 10-K.
"Default risk remains elevated although we do not view imminent
default as a certainty. We believe Echostar has borrowing options
that could allow Dish to avoid a near-term default if it raised new
money to repay upcoming maturities at par.
"We estimate that Echostar has an external funding need of at least
$2.0 billion in 2024 and about $2.5 billion in 2025 (before a
massive maturity wall of over $9 billion in 2026). This amount
depends on the magnitude of wireless losses and capital spending at
Dish Network and could vary." However, S&P believes it's possible
the company could refinance upcoming maturities from the following
sources:
-- Spectrum-backed notes. Echostar has roughly $16 billion in
unencumbered spectrum licenses, based on book value, that it could
borrow against. The company has issued spectrum-backed notes in the
past, which currently yield about 10%. S&P would expect the market
to require significant overcollateralization on these notes, as it
has in the past. Still, assuming a 25% loan-to-value (based on book
values) would imply roughly $4 billion of potential borrowing
capacity.
-- Secured notes at Hughes. The company has more than $1.5 billion
of secured debt capacity, which it could use to repay Dish
maturities (there is significant restricted payment capacity to
allow for this). Hughes secured debt currently yields about 12%.
However, given long-term challenges facing this business the market
may not be willing to lend the full $1.5 billion permitted under
incurrence covenants. S&P estimates the company could raise $500
million-$1.0 billion based on 4x-5x leverage, respectively.
-- Asset-backed financing at Dish DBS Issuer LLC. This newly
created unrestricted subsidiary holds 3 million of Dish TV
subscribers.
S&P said, "We believe recent asset transfers were consummated to
provide financing flexibility at different silos. However, the
transfers significantly hurt recovery prospects for existing
lenders. Therefore, we believe the company's relationship with the
traditional credit market may be impaired such that a new capital
raise may need to come from a more narrow or unconventional group
of investors. Management has indicated the company has received
significant inbound interest from counterparties looking to provide
financing in various forms and at various positions in capital
structure.
"We believe that the company's debt obligations are unsustainable
and that another subpar debt exchange offer is possible in the
coming months. We believe the company may propose another exchange
offer in an attempt to reduce its debt burden and create a cleaner
path toward positive cash generation longer term considering
trading prices are depressed across most of the structure. New
investors may require a more comprehensive debt restructuring given
our view that the capital structure is unsustainable long term
(absent better visibility into profitably expanding its nascent
wireless business)." While existing lenders rejected the previous
offers, fresh capital may allow Echostar to offer better terms in a
subsequent exchange offer.
Although Hughes generates positive cash flow on a stand-alone basis
and its debt does not mature until 2026, its unsecured debt is
trading at depressed prices. While Hughes was not subject to the
previous offer, it's possible that a subpar exchange offer could be
made as part of a holistic liability management exercise especially
considering the massive maturity wall Echostar faces in 2026.
Issue-level rating actions vary as a result of changes to the
respective subsidiary ICR's. We have taken several actions with
respect to issue-level ratings based on the 'CCC-' ICR's across the
capital structure.
S&P said, "For starters, we raised Dish DBS unsecured debt subject
to the rejected exchanges to be in-line with the 'CCC-' ICR as
there are no active offers outstanding. This is consistent with the
'4' recovery rating which indicates our expectation for average
recovery based on the existing structure (30%-50%).
"We have lowered all issue-level ratings two-notches that were not
subject to the exchange to incorporate uncertainty around the
company's next steps. The 'CCC-' ICR's reflect that we now believe
restructuring risk is elevated over the coming months. Previously,
these issues were notched off a 'CCC+' ICR based on a view that
restructuring risk was longer-term (prior to the January 2024
exchange offer)."
These actions include:
-- Dish Network secured notes lowered to 'CCC+' from 'B'
-- Dish DBS secured notes lowered to 'CCC' from 'B-'
-- Dish DBS unsecured 2024 tranche being lowered to 'CCC-' from
'CCC+'
-- Hughes secured notes lowered to 'CCC+' from 'B'
-- Hughes unsecured notes lowered to 'CCC-' from 'CCC+'
S&P said, "In addition, the ratings on Dish Network unsecured
converts will remain 'CC' which is one notch below the ICR.
However, we revised our recovery to '5' from '6' to indicate
expectations of modest (10%-30%) recovery in a simulated default.
We previously adopted a conservative approach and assumed spectrum
value would be unavailable to unsecured Dish Network creditors in a
default when the company issued the converts. This was due to
uncertainty related to the amount of senior debt in the capital
structure at default (given substantial funding requirements),
potential for assets to be spun out or sold as well as challenges
valuing illiquid spectrum assets. However, given the proximity to
default, we are updating our recovery assumptions to include a
default under the existing capital structure, which would result in
modest recovery for unsecured convertible noteholders. In the event
that more spectrum assets are spun-out from Dish Network or senior
debt is raised, we will update our recovery analysis accordingly.
For a complete analysis, please see the full recovery report to be
published shortly.
"The negative outlook on Echostar's subsidiaries reflects that we
view a restructuring as likely in the coming months.
"We could lower our ratings if the company announces a distressed
exchange offer or if it files for bankruptcy.
"We could raise the rating if the company were to raise additional
capital and improve its liquidity position such that we viewed a
default as less likely over the next six months."
EDGEMONT FARMS: Christopher Hayes Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Christopher Hayes as
Subchapter V trustee for Edgemont Farms, LLC.
Mr. Hayes will be paid an hourly fee of $455 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Hayes declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Christopher Hayes
23 Railroad Avenue, #1238
Danville, CA 94526
Phone: (925) 725-4323
Email: chayestrustee@gmail.com
About Edgemont Farms
Edgemont Farms, LLC is the owner of the real property located at 49
Jewett Road Petaluma, Calif., having an appraised value of $4.6
million.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
24-10095) on Feb. 27, 2024, with $4,656,722 in assets and
$2,679,083 in liabilities. JoAnn Claeyssens, member, signed the
petition.
Judge Charles Novack oversees the case.
Gina R. Klump, Esq., at the Law Office of Gina R. Klump, represents
the Debtor as bankruptcy counsel.
EMERGENT BIOSOLUTIONS: Inks Forbearance Agreement With Wells Fargo
------------------------------------------------------------------
Emergent BioSolutions Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into a Forbearance Agreement and Sixth Amendment to
Amended and Restated Credit Agreement, dated as of October 15,
2018, among the Company as borrower, certain subsidiaries of the
Company as guarantors, Wells Fargo Bank, National Association as
administrative agent, and certain lenders party thereto, relating
to the Company's senior secured credit facilities consisting of a
senior revolving credit facility and a senior term loan facility.
The Forbearance Agreement and Amendment amends the Existing Credit
Agreement to, among other things, (a) provide that the
Administrative Agent and the Lenders forbear from exercising all
rights and remedies under the Existing Credit Agreement and the
other related loan documents arising from the occurrence and
continuation of certain specified events of default during a
forbearance period between the forbearance effective date until the
earlier to occur of (x) on April 30, 2024 and (y) the occurrence of
any event of default (other than the specified events of default)
or default under the Forbearance Agreement and Amendment and notice
by the Administrative Agent to the Company of the termination of
the Forbearance Period and (b) provide consent by the required
revolving credit lenders to make further loans to the Company or
other extensions of credit to the credit parties during the
Forbearance Period, notwithstanding the occurrence of the specified
events of default, subject to certain conditions set forth in the
Forbearance Agreement and Amendment, including a limit on Revolving
Credit Facility indebtedness of $270 million.
The Forbearance Agreement and Amendment also amends (x) the
interest rate benchmark in the definition of Applicable Margin from
6.00% per annum to 6.50% per annum with respect to SOFR Loans,
Daily Simple SONIA Loans and Eurocurrency Rate Loans, (y) the
mandatory prepayment threshold amount for unrestricted cash and
cash equivalents from $125,000,000 to $100,000,000, and (z) the
mandatory principal prepayment amount from 75% of all milestone
payments received by the Company and its subsidiaries from certain
project milestone payments to 100%.
Under the Forbearance Agreement and Amendment, the Company and the
other guarantors have also agreed to cause Emergent BioSolutions
Canada Inc. to (i) become a guarantor under the Senior Secured
Credit Facilities and (ii) grant a security lien in all collateral
owned by Emergent BioSolutions Canada Inc. (subject to the
exclusions and exceptions specified in the Collateral Agreement) to
the Administrative Agent. In addition, in connection with the entry
into the Forbearance Agreement and Amendment, the Company paid a
forbearance fee of approximately $1.2 million.
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 1, 2023, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Credit
Agreement, has a working capital deficiency, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
As of September 30, 2023, Emergent had unrestricted cash and cash
equivalents of $87.8 million and remaining capacity under its
Revolving Credit Facility of $88.3 million. Also as of September
30, 2023, there was $211.2 million outstanding on the Company's
Revolving Credit Facility and $202.1 million on its Term Loan
Facility that mature in May 2025. Certain provisions within the
Credit Agreement Amendment require further action from the Company,
most notably the requirement to raise not less than $75.0 million
through the issuance of equity or unsecured indebtedness by April
30, 2024, and that the Company make quarterly principal payments of
approximately $3.9 million on the Term Loan Facility, according to
the Company's Quarterly Report for the period ended Sept. 30, 2023.
As a result, the Company determined that there is substantial doubt
about its ability to continue as a going concern within the next 12
months. The Company will need to obtain substantial additional
funding in connection with its continuing operations, which cannot
be assured.
ENDO INTERNATIONAL: Reports $2.45 Billion Net Loss in 2023
----------------------------------------------------------
Endo International plc filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$2.45 billion on $2.01 billion of total net revenues for the year
ended December 31, 2023, compared to a net loss of $2.92 billion on
$2.32 billion of total net revenues for the year ended December 31,
2022.
As of December 31, 2023, the Company had $5.14 billion in total
assets, $11.7 billion in total liabilities, and $6.6 billion in
total stockholders' deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/3szrc7wu
About Endo International
Endo International plc (OTC: ENDPQ) is a generics and branded
pharmaceutical company. It develops, manufactures, and sells
branded and generic products to customers in a wide range of
medical fields, including endocrinology, orthopedics, urology,
oncology, neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549).
On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and
Operand Pharmaceuticals Holdco III Limited each filed a voluntary
Chapter 11 petition also in the U.S. Bankruptcy Court for the
Southern District of New York. On May 31, 2023, Operand
Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited
each filed a voluntary Chapter 11 petition also in the Southern
District of New York.
The Company's cases are jointly administered before the Honorable
James L. Garrity, Jr.
Endo initiated the financial restructuring process after reaching
an agreement with a group of its senior debtholders on a
transaction that would substantially reduce outstanding debt,
address remaining opioid and other litigation-related claims, and
best position Endo for the future. This would allow the Company to
advance its ongoing business transformation from a strengthened
financial position to create compelling value for its stakeholders
over the long term.
Endo's India-based entities are not part of the Chapter 11
proceedings. The Company has filed recognition proceedings in
Canada and expects to file similar proceedings in the United
Kingdom and Australia.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll Restructuring
Administration, LLC, is the claims agent and administrative
advisor. A Web site dedicated to the restructuring is at
http://www.endotomorrow.com/
Roger Frankel, the legal representative for future claimants in the
Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners,
LLC, as investment banker.
ENERGY HARBOR: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has downgraded Energy Harbor Corporation's Long-Term
Issuer Default Rating (IDR) to 'BB' from 'BB+' and removed the
Rating Watch Negative and assigned a Stable Rating Outlook.
Simultaneously, Fitch has withdrawn the IDR following the closure
of the merger with Vistra Corp. (Vistra; BB/Stable).
On March 1, 2024, Vistra acquired Energy Harbor. Energy Harbor's
nuclear and retail businesses were combined with Vistra's nuclear,
retail, renewables and storage businesses under a newly formed
subsidiary holding company, "Vistra Vision". The deal was initially
announced in March 2023.
While the acquisition provides modest improvement to the combined
enterprise's business position, the proposed acquisition results in
a weaker financial profile. Vistra fully controls the legal,
strategic and operational aspects of the combined business, and as
a result, following the deal closure, Fitch equalized Energy
Harbor's IDR with Vistra's prior to the withdrawal of rating.
Energy Harbor's only existing debt is approximately $430 million in
municipal bonds, which was assumed by Vistra Vision upon close of
the transaction. Fitch does not rate this debt.
Fitch has withdrawn the IDR following the closure of the merger
with Vistra.
KEY RATING DRIVERS
Not applicable as the ratings have been withdrawn.
RATING SENSITIVITIES
Rating sensitivities are no longer relevant given the rating
withdrawal
ISSUER PROFILE
Energy Harbor Corp. is a privately held energy producer and
retailer, headquartered in Akron, OH. The company owns and operates
four nuclear power generation units in Ohio and Pennsylvania
totaling about 4.0GW. The company also serves over one million
residential, commercial and industrial customers.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Energy Harbor Corp. LT IDR BB Downgrade BB+
LT IDR WD Withdrawn BB
EPR PROPERTIES: Fitch Affirms 'BB' Rating on Preferred Stock
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) for EPR Properties (EPR) at 'BBB-'. Fitch has also affirmed
the ratings of outstanding unsecured debt at 'BBB-' and preferred
stock at 'BB'. The Rating Outlook is Stable.
The affirmation reflects Fitch's expectation that REIT leverage
will continue to maintain within the 4.5x-5.5x range thanks to
continuing recovery and the resilience of its experiential
portfolio. Fitch expects the company to sustain metrics appropriate
for the rating while diversifying tenant and industry concentration
through acquisitions and developments.
KEY RATING DRIVERS
Commitment to Conservative Balance Sheet: Fitch views EPR's public
leverage target of mid-5x range as appropriate for the 'BBB-'
rating category. While the company's leverage was elevated during
the pandemic, continued EBITDA recovery and growth over 2022 and
2023 led to a reduction in REIT leverage to 4.3x as of Sept. 30,
2023 based on MRQ annualized EBITDA. Fitch assumes EPR will
maintain a conservative acquisition funding mix as well as modest
dividend pay-out policy during the forecast period and keep
leverage in the current range. EPR has a well laddered debt
maturity schedule, with a weighted average maturity of 4.25 years.
As of Dec. 31, 2023, all outstanding debt is fixed rate.
Headroom to Withstand Cinema Turmoil: Despite uncertainty around
the industry, Fitch believes EPR has capably managed its exposure.
As Regal's largest landlord and owner of a substantial portion of
its best performing theatres, EPR was able to negotiate a favorable
master lease with Regal which went into effect as it emerged from
bankruptcy.
Given these favorable negotiations as well as EPR's proactive
negotiation with AMC resulting in a master lease modification
during the pandemic, Fitch believes that the company is well
positioned going forward despite the larger industry picture.
Additionally, the company's meaningful headroom under its leverage
sensitivities provides a buffer in the event of any unforeseen
operating shocks.
Cloudiness on Film Industry Trajectory: Fitch does not expect movie
theatre attendance to return to pre-pandemic levels, due to
increased adoption of in-home, on-demand offerings. However, in
Fitch's view, theatres will remain an important part of movie
release schedules, particularly for large film releases - as borne
out by performance in 2023. Studios have reasserted their belief in
theatrical windowing as they understand the opportunity it presents
for franchise branding, future revenue opportunities and film
longevity.
Fitch believes film studios will continue theatrical exhibition at
a minimum for its headline cinema releases to offset the high
production and marketing costs associated with these projects, and
the talent involved in creating films are reliant to some extent on
box office metrics for current and future income generation. Rent
coverage for theatres has recovered to pre-pandemic levels at 1.7x
as of Sept. 30, 2023 (vs 1.7x for YE 2019) with upside potential
depending on the stabilization of film industry.
Fitch expects 2024 to be a pivotal year for the industry with
studios streamlining content creation cycles while increasing
overall film content creation and returning to a more normalized
theatrical distribution schedule. Fitch expects these actions to
continue to drive box office monetization improvements.
Resilience of Experiential Portfolio: 48% percent of EPR's rental
revenues (56% of Annualized Adj. EBITDAre) as of YE 2023 came from
non-theatre experiential real estate, such as eat & play, ski,
gaming, and other attractions. Domestic leisure travel and
activities rebounded strongly in 2022, due in part to pent up
demand and elevated consumer savings during the pandemic with many
operators in these segments having reported traffic and operating
metrics above 2019 levels and continuing to see strong results
through 2023. Fitch believes EPR currently has meaningful headroom
to withstand a possible contraction in rent coverage especially in
its non-theatre portfolio with current rent coverage of 2.6x as of
3Q23 (vs 2.0x for YE 2019). As well, EPR's portfolio is well-suited
to benefit from downshifts in consumer spending in recessionary
environments.
Reducing Industry/Tenant Concentration: Fitch expects EPR's theatre
exposure (46% of rental revenues; 37% of Annualized Adj. EBITDAre)
and tenant concentration (top 10 tenants accounted for 69% of total
revenues in 2023) will decline as the company ramps up investments
in non-theatre experiential real estate. The concentrated portfolio
is a credit negative, but EPR's high-quality theatre locations and
productivity balance the disintermediation challenges facing the
movie exhibitor industry.
Nearly all of EPR theatres rank within the top half of revenue
producing theatres in the U.S. and offer enhanced food and
beverages. Fitch expects that any theatre closure risk would be
more pronounced among lower tier assets, which could further
improve market share at higher quality assets. EPR's three largest
tenants Topgolf (15%), AMC Theatres (14%), and Regal Cinemas (13%)
represented 42% of total revenue.
Long Term Leases, Minimal Expirations: Fitch views EPR's limited
near-term lease expirations as a credit positive. EPR benefits from
long-term leases. Approximately 2% of leases are scheduled to
expire through 2026 and 18% of leases expire through 2030.
Historically, most tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows, although the dearth
of rental expirations and the propensity to invest in property
capital improvements upon expiration limits the sample size for
evaluating renewal and new lease rental rate changes.
DERIVATION SUMMARY
EPR's historical credit metrics, long-term leases and low near-term
debt maturities compare well to peers. EPR's high tenant and
industry concentrations are credit concerns relative to peers.
EPR's closest peers in the net-lease space with higher individual
sector concentrations include Getty Realty Corp. (BBB-/Stable; gas
stations) and Four Corners Property Trust (BBB/Stable;
restaurants). In addition, the mortgage financeability and depth of
the asset transaction market of these asset classes are less robust
than that of other real estate sectors.
The two-notch differential between EPR's IDR and preferred stock
rating is consistent with Fitch's Corporates Hybrids Treatment and
Notching Criteria. The preferred securities are deeply subordinated
and have loss-absorption elements that would likely result in poor
recoveries in the event of a corporate default. Fitch applies 50%
equity credit to the company's perpetual preferred securities given
the cumulative nature of coupon deferral with settlement through a
manner other than equity (cash). Fitch includes preferred stock
when calculating certain metrics.
KEY ASSUMPTIONS
- The company experiences low single digits SSNOI growth after
2023, with the majority of growth coming from acquisitions;
- EBITDA margins hover around 80%;
- The company maintains CFO margins in the mid-50% range;
- Dividends per share grow roughly 3% annually;
- EPR completes debt-funded acquisitions over the ratings horizon
such that leverage remains in the 4.5x-5.5x range;
- REIT FCC remains around 3.5x over the ratings horizon.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade
- Fitch's expectation of REIT leverage (net debt excluding
preferred to recurring operating EBITDA) sustaining below 4.5x;
- Reduction in tenant concentrations with the company's top 10
tenants representing no more than 50% of rental revenues and no one
tenant representing more than 20% of rental revenues;
- Increased mortgage lending activity in the experiential portfolio
demonstrating contingent liquidity for the asset classes;
- Fitch's expectation of unencumbered assets coverage of net
unsecured debt sustaining above 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade
- Fitch's expectation of REIT leverage (net debt excluding
preferred to recurring operating EBITDA) sustaining above 5.5x;
- Liquidity coverage sustaining below 1.25x, coupled with a
strained unsecured debt financing environment;
- Adverse tenant lease-rate negotiations, deterioration in
operating fundamentals or asset quality (e.g. declining coverage,
sustained weakness or volatility in same-store NOI [SSNOI] results
and/or corporate earnings growth).
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of Dec. 31, 2023, EPR's sources of liquidity
2023 (unrestricted cash, availability under the revolving credit
facilities and retained cash flow from operations) are sufficient
to cover its uses (debt maturities, committed development
expenditures and maintenance capex) through 2025. Available
liquidity for EPR was composed of roughly $78 million in cash and
cash equivalents and the full $1 billion of availability under the
company's revolving credit facility.
The company has a well-laddered maturity schedule with $300
million-450 million of unsecured debt maturing annually from
2025-2028 along with smaller private placement notes due in 2024
and 2026. A key component of liquidity is the company's revolving
credit facility, which matures on Oct. 6, 2025 before two six-month
extension options the company has available. In addition, the
facility contains an "accordion" feature under which EPR may
increase the total maximum principal amount available by $1.0
billion, to a total of $2.0 billion, subject to lender consent.
The company has moderate level of committed development spends with
very low maintenance capital expenditures which Fitch believes the
company has ample liquidity to manage.
Adequate Contingent Liquidity: Less than 1% of EPR's total debt was
secured as of Dec. 31, 2023. Per publicly disclosed calculation,
EPR's UA/UD at 2.37x at 4Q23. Fitch applies a higher, 10%, cap
rates based on the less-financeable asset classes owned by EPR,
which results in ~2.1x. UA/UD at or above 2.0x is considered
appropriate for investment grade ratings.
Alternative uses of EPR's assets are generally more limited than
traditional property types and can require significant capital
investment to suit new tenants, which impacts contingent liquidity.
In addition, the mortgage financeability and depth of the asset
transaction market of these asset classes are less robust than that
of other real estate sectors.
ISSUER PROFILE
EPR Properties is a specialty REIT that invests in and finances
properties focused on experiential real estate with leases
generally structured on a triple-net basis. As of Dec. 31, 2023,
the company's portfolio consisted of 359 properties in 44 states,
Ontario, and Quebec. The experiential portfolio makes up 93% of the
portfolio with theatres (37% of Annualized Adj. EBITDARe as of YE
2023), eat & play (24%), attractions (11%) and ski (8%), the
largest segments.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
EPR Properties LT IDR BBB- Affirmed BBB-
senior unsecured LT BBB- Affirmed BBB-
preferred LT BB Affirmed BB
EQUINOX HOLDINGS: Moody's Withdraws 'Caa3' CFR on Debt Repayment
----------------------------------------------------------------
Moody's Ratings has withdrawn all ratings for Equinox Holdings,
Inc. including its Caa3 Corporate Family Rating, the Ca-PD
Probability of Default Rating, the Caa2 ratings on the senior
secured first lien credit facilities (revolver and term loans) and
the Ca rating on the senior secured second lien term loan. The
rating action follows the full repayment and cancellation of the
credit facilities.
RATINGS RATIONALE
Moody's has withdrawn the ratings because Equinox's debt previously
rated by Moody's has been fully repaid with proceeds from a new
privately placed refinancing transaction.
Equinox Holdings, Inc. operates fitness facilities across the US,
Canada and the UK.
EQUINOX HOLDINGS: S&P Withdraws 'CCC-' Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings withdrew its 'CCC-' issuer credit rating on
Equinox Holdings Inc., following the completion of the company's
refinancing, because it no longer has any rated debt outstanding.
At the time of the withdrawal, S&P's issuer credit rating on
Equinox was on CreditWatch, where S&P placed it with negative
implications on March 5, 2024.
ERCOLE USA: Wins Cash Collateral Access Thru April 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Ercole USA LLC dba FBA
Fortified and Ballistic Security to continue using cash collateral
on an interim basis, in accordance with the budget, with a 10%
variance, through April 30, 2024.
The Debtor requires the use of cash collateral to purchase goods,
pay vendors, pay its fixed operating expenses, and pay staff.
As previously reported by the Troubled Company Reporter, City
National Bank of Florida, may claim a secured lien interest in,
inter alia, the Debtor's cash and accounts receivable by virtue of
the filing of a UCC-1 on October 20, 2020. There is an approximate
outstanding balance of $495,000 owed on that loan.
Another unidentified creditor or creditors have filed anonymous
UCC-1's alleging blanket liens. These are in a secured party name
identified only as "Chartered" and dated January 5, 2022 and July
8, 202. The Debtor has incurred no indebtedness to any creditor
with this name, so these creditors should be considered improperly
perfected, In any event, these filings post date the City National
lien and based on the information below, they are wholly unsecured
creditors with no valid cash collateral interest.
Alleged creditor Fintegra LLC asserts that it is a secured creditor
by virtue of a UCC-1 filed on December 13, 2023, less than 75 days
prepetition, and related to funds provided to the debtor of an
undefined date. This creditor holds at best a voidable preference
and its alleged lien interest will be voided by the Debtor, if not
of its own volition.
The total value of Debtors assets, including its cash and accounts
receivable, is no more than the $250,000 as listed on the Debtor's
Schedules. City National is the only creditor with a cash
collateral interest, and that interest is as an undersecured
creditor.
The Debtor was permitted to grant replacement liens on the Debtor's
accounts receivable, in the same priority and extent as any
creditor held a valid, perfected lien prior to the filing of the
Chapter 11 case.
A final hearing on the matter is set for April 20, 2024 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=ewlJk2
from PacerMonitor.com.
About Ercole USA LLC
Ercole USA LLC d/b/a FBS Fortified and Ballistic Security and
Custom Security Doors offers security doors and windows.
Ercole USA LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-10853) on Jan. 30, 2024. In the petition signed by David
Vranicar as managing director, the Debtor estimated $92,428 in
assets and $1,513,380 in liabilities.
Judge Mindy A Mora presides over the case.
Julianne Frank, Esq. at JULIANNE FRANK, ATTY AT LAW represents the
Debtor as counsel.
EVERI HOLDINGS: Fitch Puts 'BB-' LongTerm IDR on Watch Positive
---------------------------------------------------------------
Fitch Ratings has placed Everi Holdings Inc. 'BB-' Long-Term Issuer
Default Rating (IDR) and all issue ratings on Rating Watch Positive
(RWP) following the announced combination of International Game
Technology PLC's (IGT) Global Gaming and PlayDigital businesses,
which will be spun-off from IGT, and Everi.
The Rating Watch reflects the increased scale and diversification
of the combined entity, material synergy opportunities, and
potential growth opportunities. The combined entity is projected to
have pro forma 2024 revenue and adjusted EBITDA of $2.7 billion and
$1 billion, respectively.
Pro forma gross leverage of 3.7x will be above Fitch's downgrade
leverage sensitivities of 3.5x, but the significant benefits of
overall operations through scale, diversification, synergies and
product offerings more than offset the higher debt load. Leverage
is expected to reduce over time through application of FCF
proceeds.
The new entity will have financing commitments of $3.7 billion,
plus a $500 million revolver, with $1 billion of proceeds used to
refinance Everi's debt, $2.2 billion allocated to IGT for debt
repayment, and the remainder to pay transaction fees and taxes.
The Rating Watch is expected to be resolved upon the completion of
the transaction under the announced terms, which is expected to
occur in late-2024, early-2025.
KEY RATING DRIVERS
Comprehensive Product Portfolio: The combined entity would offer
one-stop shop offering across land-based gaming, iGaming, sports
betting and fintech. The company's revenue stream is diversified
with gaming operations representing 41%, gaming sales at 35%,
FinTech at 14%, and digital at 10%. Management is estimating
mid-single digit revenue growth through 2026 based on current
business plans, while further growth potential comes from
distributing Everi's content into IGT's existing networks,
distributing FinTech solutions in international and distributed
gaming markets, and expanding IGT game content into the Class II
category.
Expanded Slot Market Share: Pro forma for the combination, the
company would have an installed base of 69,462 units (35%
considered premium), which is higher than Light & Wonder, Inc.,
which has 53,547. Fitch estimates that the combined pro forma slots
sales market share moves to approximately 24%, slightly above Light
& Wonder and a few percentage points below market leader,
Aristocrat Leisure Ltd. The merger should allow for more
cross-selling opportunities between the two entities.
Expected Synergy Benefits: Management expects $75 million of
run-rate cost synergies that are expected to be realized by year
three. These enhancements have been identified and realized through
the impact of a larger scale on supply chain and cost optimization,
streamlined operations, and identified real estate consolidation. A
further savings of $10 million is expected to realized in lower
capex spending through synergies.
Leverage Metrics Slightly Elevated: Pro forma gross EBITDA leverage
will be 3.7x (based on $3.7 billion of debt and $1 billion of pro
forma EBITDA), or 3.2x-3.4x net EBITDA leverage. This is above the
downgrade leverage sensitivity for Everi of 3.5x, but Fitch expects
leverage to reduce quickly through FCF. Management estimates the
entity to generate over $800 million of adjusted cash flow in the
second year of closing. In addition, Fitch considers the new
combined entity to have stronger business operations given the
increased scale, product diversification, synergies, and improved
market position.
Transaction Overview: IGT will spin off a subsidiary that owns its
Global Gaming and PlayDigital businesses, while retaining its
lottery business. The subsidiary will then combine with Everi, in
which IGT shareholders will receive approximately 103.4 million of
Everi shares, or ownership of 54% of the combined entity. At
closing, Everi will change its name to International Game
Technology, Inc. Financing commitments are in place for $3.7
billion of debt and a $500 million revolver. Approximately $2.6
billion will be distributed to IGT and $1 billion will be applied
to refinance Everi's existing indebtedness. The transaction has
been approved by both the Board of Directors of IGT and Everi, and
is subject to approval by shareholders of each company. The
transaction is expected to close in late-2024, early 2025.
DERIVATION SUMMARY
Everi's existing 'BB-' IDR reflects the company's low leverage,
good diversification, strong momentum in growing its class III
slots business, and solid market position in cash access systems
and class II slots. Negative credit considerations include Everi's
niche position within the slots segment, relative to larger
suppliers, despite ship share improving over the last few years.
Pro forma for the transaction EBITDA leverage would be 3.7x, which
compares with Light & Wonder (BB/Stable) at 3.1x and Aristocrat
Leisure, Ltd. (BBB-/Positive) at 1.0x. Pro forma revenues and
EBITDA of $2.6 billion and $1.0 billion, respectively, are slightly
lower than Light & Wonder ($2.9 billion and $1.1 billion) and well
below Aristocrat ($4.1 billion and $1.4 billion - adjusted for
current Australian dollar exchange rate). Although both Light &
Wonder and Aristocrat have a stronger presence in iGaming, Everi's
FinTech segment offers a unique and compelling growth opportunity
given IGT's sales presence and existing market position.
KEY ASSUMPTIONS
- Pro forma revenues of $2.6 billion and pro forma EBITDA of $1
billion;
- Recurring revenue represents 61% of total revenue;
- Expected $75 million in cost synergies to be realized by the
third year after closing;
- Mid-single digit revenue growth and high-single digit adjusted
EBITDA growth through 2026;
- $800 million of adjusted cash flow in 2026;
- Pro forma debt of $3.7 billion.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch expects to resolve the RWP upon completion of the
contemplated transaction under the proposed terms.
Factors that could, individually or collectively, lead to positive
rating action/upgrade independent of the transaction:
- Continued market share gains in the U.S. gaming equipment
industry, particularly with respect to its Class III business;
- Continued diversification away from payment processing;
- Gross debt/EBITDA sustained below 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Gross debt/EBITDA sustaining above 3.5x;
- Significant deterioration or loss of market share in the gaming
and FinTech segments;
- Adoption of a more aggressive financial policy, either toward
target leverage or approach to shareholder returns to the detriment
to the credit profile.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Pro forma for the transaction, Fitch
estimates the company will have $300 million-$400 million of cash
and $500 million available on its committed revolver. Fitch
anticipates the combined entity to generate strong FCF, and does
not expect the new capital structure to have material, near-term
maturities.
ISSUER PROFILE
Everi Holdings (EVRI) is a provider of slots and cash services to
the casino industry. The company runs operations through two
subsidiaries - Games and FinTech. Everi Games specializing in class
II and class III slots. Everi FinTech is a market leading provider
of cash access products and services for the casino industry.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Everi Holdings Inc. LT IDR BB- Rating Watch On BB-
senior unsecured LT BB- Rating Watch On RR4 BB-
senior secured LT BB+ Rating Watch On RR1 BB+
EVOKE PHARMA: Laurence Lytton Has 9.9% Equity Stake as of Feb. 9
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Laurence W. Lytton reported that as of Feb. 9, 2024, he
beneficially owned 859,322 shares of common stock of Evoke Pharma,
Inc., representing 9.99 percent of the shares outstanding.
The shares of Common Stock beneficially owned by the reporting
person consist of 735,294 shares of Common Stock, Class A Warrants
to acquire 735,294 shares of Common Stock, Class B Warrants to
acquire 735,294 shares of Common Stock and Class C Warrants to
acquire 735,294 shares of Common Stock. The Class A Warrants,
Class B Warrants and Class C Warrants are subject to a 9.99%
beneficial ownership limitation. The percentages reported in this
Schedule 13G are based on 8,477,801 shares of Common Stock
outstanding following the completion of the offering of Common
Stock Units reported in the Prospectus filed by the Issuer on Feb.
9, 2024.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1403708/000093583624000282/evok13g.htm
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.
Evoke Pharma said in its Quarterly Report for the period ended
Sept. 30, 2023, that it has incurred recurring losses and negative
cash flows from operations since inception and expects to continue
to incur net losses for the foreseeable future until such time, if
ever, that it can generate significant revenues from the sale of
Gimoti. As of September 30, 2023, the Company had approximately
$6.0 million in cash and cash equivalents. The Company anticipates
that it will continue to incur losses from operations due to
commercialization activities, including manufacturing Gimoti,
conducting the post-marketing commitment single-dose
pharmacokinetics ("PK") clinical trial of Gimoti to characterize
dose proportionality of a lower dose strength of Gimoti, and for
other general and administrative costs to support the Company's
operations. As a result, the Company believes that there is
substantial doubt about its ability to continue as a going concern
for one year after the date these financial statements are issued.
FARWELL VENTURES: Amends Plan to Include ST Sauk Claim Pay
----------------------------------------------------------
Farwell Ventures Inc., submitted a Third Amended Plan of
Reorganization dated March 7, 2024.
This Plan under Chapter 11 of the United States Bankruptcy Code
proposes to pay creditors of the Debtor from future revenue
generated by the Debtor through the continued operation of Hook &
Fade and SimGym.
The Debtor is negotiating a lease in a new location on the west
side of Madison to relocate SimGym and the assets used for
operation for the end of 2025 winter season and continuing. Storage
of the SimGym will continue until the following year for
implementation.
The Debtor will pay approximately $100 monthly for storage until
the simulator is moved into the newly leased space, which is
expected June 2025. Debtor does not expect to pay rent at the new
space until October 2025, in the estimated amount of $1,800
monthly. The start-up cost to install the simulator in the new
space is expected to be approximately $8,000 in June 2025.
Non-priority general unsecured creditors holding allowed claims
will not receive distributions based on the projected cash flow and
the liquidation analysis, which do not provide for any funding to
general unsecured creditors of the Debtor. This Plan provides full
payment of administrative expenses and priority claims.
Class 4 consists of Administrative Claim 117 S. Hamilton. 117 S.
Hamilton's pre-petition arrears along with its post-petition rent
and CAM shall be paid with monthly payments of $2,000 February 2024
through and including November 2024, thereafter monthly payments of
$6,000 December 2024 through and including October 2025, thereafter
monthly payments of $7,000 November 2025 through and including
December 2026.
Commencing January 1, 2027, Debtor shall comply with the terms of
the lease with 117 S. Hamilton as provided therein. As a cure
amount for pre-petition defaults, Debtor will pay $55,000 in equal
monthly installments from January 2027 through March 2032. Upon a
post-confirmation default of Debtor to 117 S. Hamilton, Debtor
agrees not to contest 117 S. Hamilton's request for relief from the
stay, or to contest an eviction.
Like in the prior iteration of the Plan, no payments will be made
to non-priority general unsecured claims.
Class 8 consists of the Administrative Claim of ST Sauk. ST Sauk
shall be paid $13,000 in three equal payments December 2024,
December 2025, and December 2026, and the remaining amount claimed
by ST Sauk shall be treated as non-priority general unsecured
claims pursuant to the treatment of Class 6 Claims.
The Debtor will implement and fund the Plan by continuing to
operate the Hook & Fade and SimGym locations and generate income,
as set forth in the attached financial projections. Shin shall
remain the owner and manager, and the Debtor shall make all
disbursements called for by the Plan.
A full-text copy of the Third Amended Plan dated March 7, 2024 is
available at https://urlcurt.com/u?l=QQdmsV from PacerMonitor.com
at no charge.
Attorneys for Farwell Ventures Inc.
Claire Ann Richman, Esq.
RICHMAN & RICHMAN LLC
122 W. Washington Ave., Suite 850
Madison, WI 53703-2732
Tel: (608) 630-8992
Fax: (608) 630-8991
E-mail: crichman@RandR.law
About Farwell Ventures
Farwell Ventures, Inc., is a golf simulator lounge where it
provides the gloves, the clubs, and the balls. Based in Madison,
Wisc., Farwell Ventures conducts business under the names Hook &
Fade and SimGym.
Farwell Ventures filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11125) on June
30, 2023, with $1 million to $10 million in assets and
liabilities.
Jerome Kerkman of Kerkman & Dunn has been appointed as Subchapter V
trustee.
Claire Ann Richman, Esq., at Steinhilber Swanson, LLP represents
the Debtor as counsel.
FINANCE OF AMERICA: Reports $218.16 Million Net Loss in 2023
------------------------------------------------------------
Finance of America Companies Inc. has reported its financial
results for the quarter and year ended December 31, 2023,
disclosing a net income of $164.7 million for the fourth quarter of
2023, compared to a net loss of $182.01 million for the fourth
quarter of 2022.
For the full year 2023, the Company reported a net loss of $218.16
million, compared to a net loss of $715.53 million in 2022.
As of December 31, 2023, the Company has $27.11 billion in total
assets, $26.84 billion in total liabilities, and $272.41 million in
total equity.
Graham A. Fleming, Chief Executive Officer commented, "2023 was a
transformational period for Finance of America and I want to thank
our entire team for their hard work and determination over the
course of the year. We completed a series of strategic transactions
that helped establish the Company as the preeminent platform for
homeowners 55 and older seeking to benefit from their home equity.
With most of these efforts now behind us, we are excited to move
forward. As a business, we are firmly positioned as the leading
provider of modern retirement solutions with the potential to reach
tens of millions of customers nationwide."
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/4w5b2sk7
About Finance of America
Plano, Texas-based, Finance of America Companies Inc. is a
financial services holding company which, through its operating
subsidiaries, is a modern retirement solutions platform that
provides customers with access to an innovative range of retirement
offerings centered on the home. In addition, FoA offers capital
markets and portfolio management capabilities to optimize
distribution to investors.
As of September 30, 2023, Finance of America has $26.4 billion in
total assets and $26.3 billion in total liabilities.
As reported by the Troubled Company Reporter on Oct. 20, 2023,
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC, to 'CCC+' from 'B-'. Fitch has also downgraded Finance
of America Funding LLC's senior unsecured debt rating to
'CCC-'/'RR6' from 'CCC+'/'RR5'. The Rating Outlook remains
Negative. The rating actions have been taken as part of a periodic
peer review of non-bank mortgage companies, which is comprised of
six publicly rated firms.
The rating downgrade reflects the operating losses and resulting
erosion of tangible equity FOA has experienced over the last year,
which has resulted in continuing covenant breaches, which may limit
the company's ability to extend debt maturities and secure future
funding. High interest rates and borrower affordability challenges
have reduced origination volumes, which, along with widening credit
spreads, have resulted in significant negative fair value
adjustments to FOA's assets. Tangible equity has decreased to
negative $5 million at 2Q23, down from $288 million in 2Q22 and
$480 million at YE21.
The Negative Outlook reflects Fitch's expectation that FOA's
profitability will remain weak, challenging its ability to rebuild
tangible capital levels over the Outlook horizon. Additionally,
Fitch's believes execution risk remains with regard to the
integration of American Advisors Group (AAG) and the restructuring
of FOA's continuing business segments, which could impact its
long-term franchise and market position.
FIRST QUANTUM: Fitch Assigns 'B' Rating on Secured Notes Due 2029
-----------------------------------------------------------------
Fitch Ratings has assigned Canada-based First Quantum Minerals
Ltd.'s (FQM; B/Rating Watch Negative (RWN)) new 9.375% USD1.6
billion senior secured second-lien notes due 2029 a final rating of
'B'. The senior secured rating is on RWN. The Recovery Rating is
'RR4'.
The proceeds from the USD1.6 billion senior secured notes will be
used to redeem all of FQM's outstanding USD1.1 billion 2025 notes
and to fund the partial repurchase of its USD1 billion 2026 notes.
FQM has also issued USD1.2 billion in equity, of which USD450
million will be used to redeem the remaining 2026 notes, extended
its term loan and revolving credit facility (RCF) to April 2027,
and signed a three-year USD500 million unsecured copper prepayment
agreement with its largest shareholder Jiangxi Copper Co. Ltd. as
part of a wider refinancing package.
FQM's 'B' ratings are on RWN due to ongoing uncertainty over the
future of its Cobra Panama mine, which remains suspended (in
preservation-and-safe management mode), and is affecting FQM's
financial position. Any further protracted disruption would further
weaken the company's financial profile and geographic
diversification, which could lead Fitch to reassess its approach in
determining the applicable Country Ceiling. The company also has
operations in Zambia, whose Country Ceiling is 'B-'.
Fitch expects to resolve the RWN once Fitch has greater clarity on
the resumption of commercial operations at Cobre Panama, which may
take place beyond the Watch's six-month horizon.
KEY RATING DRIVERS
Panama Restart Unlikely Before 2025: Fitch believes the current
impasse with the government of Panama over the Cobre Panama mine
may be broken after the national elections in May, which will bring
a new government with a fresh mandate. However, deep political and
social divisions regarding the future of the mine and potentially
complex negotiations on a re-drafting of the mine concession
contract mean a resolution is unlikely before end-2024. FQM is
pursuing two separate tracks of international arbitration against
Panama in the meantime.
Leverage Under Pressure: Without volumes from Cobre Panama in 2024,
Fitch forecasts Fitch-adjusted EBITDA to drop 46% year-on-year to
USD1.2 billion. This will temporarily increase EBITDA gross
leverage to over 7x in 2024 before it returns to below 3x in 2025
when operations in Panama are expected to resume.
Refinancing Alleviates Liquidity Risk: FQM's refinancing package
will address upcoming large maturities in 2025-2026, bolster its
liquidity in the short-to-medium term and help finance its
Kansanshi S3 expansion. FQM is also in the process of selling a
minority stake at its Zambia operations and other smaller assets,
which would also significantly improve its liquidity profile.
Covenant Reset: As part of the amendment to its corporate
facilities, FQM has revised its net debt/EBITDA covenant thresholds
to 5.75x until June 2025, 5x until December 2025, 4.25x until June
2026 and 3.75x at September 2026 and thereafter. Fitch expects
Fitch-adjusted EBITDA net leverage to remain within the revised
covenant thresholds (USD0.9 billion streaming agreement for
Franco-Nevada not included in covenant calculation), increasing to
4.5x in 2024 before it returns to below 2x in 2025 when Cobre
Panama is expected to restart.
Deteriorating Operating Environment: The forced suspension of
operations at Cobre Panama since November 2023 is reflective of a
material deterioration in the operating environment for the mining
sector in Panama, in Fitch's view. Social and environmental
opposition to mining has become more vocal in recent months, while
some protesters implemented a blockade of Cobre Panama's port
operations between November and January. Additionally, in November
the government signed into law a moratorium on new mining projects
in the country.
Applicable Country Ceiling Could Change: Assuming a one-year outage
at Cobre Panama, cash flows from Panama will no longer be
sufficient to cover hard-currency interest expense in 2024.
However, given its current expectation for a resumption of
operations in 2025 and FQM's offshore RCF, Fitch continues to apply
Panama's 'AA-' Country Ceiling. Should production at Cobre Panama
be halted for a more protracted period or indefinitely, Fitch would
revert to applying Zambia's Country Ceiling of 'B-' instead.
Exposure to Social Impact: FQM's suspension of operations at Cobre
Panama since November 2023 amid social protests and a Supreme Court
ruling that their mine's concession law is unconstitutional has
resulted in uncertainty over the future of the mine and the
company's financial performance. This has resulted in a downgrade
of the IDR to 'B' and maintenance of the RWN on 22 February 2024.
DERIVATION SUMMARY
FQM's peers include copper producers Freeport-McMoRan Inc.
(BBB-/Positive), Hudbay Minerals Inc. (BB-/Stable) and precious
metals producers like Endeavour Mining plc (BB/Stable).
FQM and Freeport both focus on copper and are among the top 10
global producers. FQM is smaller with production of 775,859 tonnes
in 2022 compared with Freeport's 1.9 million tonnes. FQM's
medium-term global cost position is in the third quartile while
Freeport's assets on average are placed below the 50th percentile
due to low-cost operations at its Grasberg mine.
Freeport benefits from wider diversification across geographies
with a more stable operating environment and more sizable assets
with a longer reserve life. Freeport's medium-term EBITDA gross
leverage is below 2.0x.
Assuming the resumption of Cobre Panama mine's operations, FQM has
a stronger business profile than Hudbay due to its much larger
scale and longer reserve life; however, it has a less competitive
cost position. Hudbay operates in the lower-risk jurisdictions of
Canada and Peru, and has some commodity diversification. Fitch
expects Hudbay's EBITDA gross leverage to remain below 2.5x.
Endeavour, a gold miner in west Africa, is smaller than FQM
(assuming current scale) but with a better cost position in the
second quartile of the global cost curve. Operations are spread
across Senegal, Cote d'Ivoire and Burkina Faso. Burkina Faso has a
very weak operating environment with many challenges, including
security.
Endeavour's rating balances its strong financial and business
profiles, including a conservative financial policy of maintaining
net debt/EBITDA below 0.5x through the cycle, with a weaker
operating environment, reflecting the group's focus on west African
countries. The applicable Country Ceiling is Cote d'Ivoire's 'BB'.
KEY ASSUMPTIONS
- Copper, gold and nickel prices over 2024-2026 in line with Fitch
price assumptions
- Twelve-month disruption to operations at Cobre Panama
- Reduced capex in 2024 in line with company guidance
- No dividends for 2024-2026
- Secured debt of USD1.6 billion for refinancing; an USD0.5 billion
unsecured prepayment facility
- Equity issue of USD1.2 billion and material proceeds from Zambia
minority stake sale
RECOVERY ANALYSIS
The recovery analysis assumes that FQM would be considered a going
concern in bankruptcy and that it would be reorganised rather than
liquidated.
The going-concern EBITDA estimate of USD1.6 billion reflects
Fitch's view of a sustainable, post-reorganisation EBITDA on which
Fitch bases the valuation of the company.
An enterprise value/EBITDA multiple of 4.5x was used to calculate
the post-reorganisation enterprise value, which factors in FQM's
scale, growth prospects in and exposure to Zambia and the weak
mining operating environment in Panama.
FQM's senior secured RCF is assumed to be fully drawn.
Senior secured debt reflected in the recovery waterfall comprises a
combined USD2.2 billion RCF, a term-loan bank facility, and an
USD0.9 billion streaming agreement with Franco-Nevada related to
the Cobre Panama project.
The new USD1.6 billion notes have a second-lien share pledge
covering Sentinel and Enterprise assets and benefit from a
guarantee from Kansanshi and other guarantors. This is reflected in
the recovery waterfall.
Senior unsecured debt reflected in the waterfall is USD2.8 billion
bonds and a USD500 million commodity pre-payment facility.
The company's USD425 million FQM Trident term loan is included as
structurally senior debt.
After deducting 10% for administrative claims and taking into
account Fitch's Country-Specific Treatment of Recovery Ratings
Criteria, its analysis resulted in a waterfall-generated recovery
computation (WGRC) in the 'RR4' band, indicating a 'B' senior
secured rating. The Recovery Rating is capped at 'RR4'. The WGRC
output percentage on current metrics and assumptions was 50%.
Its analysis for FQM's existing bonds also resulted in a WGRC in
the 'RR4' band, indicating a 'B' senior unsecured rating. The WGRC
output percentage on current metrics and assumptions was 34%.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- The ratings are on RWN, and Fitch therefore does not expect a
positive rating action at least in the short term. However,
proactive liquidity management and the restart of Cobre Panama
could lead to a removal of RWN and the affirmation of the rating
with a Stable Outlook
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Prolonged operational disruption at Cobre Panama leading to
EBITDA gross leverage being sustained above 5.0x
- Material deterioration in liquidity and increasing refinancing
risk
- A significant reduction in the diversification of earnings caused
by material and protracted disruption to operations in Panama
- Signs of a deteriorating operating environment in Zambia
LIQUIDITY AND DEBT STRUCTURE
Improved Liquidity: At end-2023, FQM's unrestricted cash balance
amounted to USD959 million and the company had available USD250
million of an undrawn committed RCF (with maturity extended to
April 2027).
Liquidity headroom will improve post-2025 and -2026 bonds
refinancing, with a smoothened maturity profile (no maturities in
2024; USD1.1 billion in 2025 and USD0.8 billion in 2026, including
commodity pre-payment and Franco Nevada stream amortisation) and
with USD0.5 billion of new proceeds from the prepayment agreement.
ISSUER PROFILE
FQM is a medium-sized miner and among the top 10 global copper
companies (707,678 tonnes produced in 2023).
ESG CONSIDERATIONS
FQM has an ESG Relevance Score of '5' for Exposure to Social
Impacts due to the forced suspension of operations at Cobre Panama
since November 2023, which has a negative impact on the credit
profile, and is highly relevant to the rating resulting in a
downgrade of the rating and maintenance of the RWN in February
2024.
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
----------- ------ -------- -----
First Quantum
Minerals Ltd.
Senior Secured
2nd Lien LT B New Rating RR4 B(EXP)
FORSYTHE COSMETIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Forsythe Cosmetic Group, Ltd.
10 Niagara Avenue
Freeport, NY 11520
Business Description: Forsythe is a manufacturer of nail products.
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-70997
Judge: Hon. Alan S Trust
Debtor's Counsel: Charles Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
2 Depot Plaza First Floor, Office 4
Bedford Hills, NY 10507
Tel: (917) 673-3768
Email: charles@freshstartesq.com
Total Assets: $207,059
Total Liabilities: $3,111,880
The petition was signed by Whitney Matza as secretary and
treasurer.
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/LVG22CQ/Forsythe_Cosmetic_Group_Ltd__nyebke-24-70997__0001.0.pdf?mcid=tGE4TAMA
GAUCHO GROUP: Introduces Innovative Vineyard Home Rental Program
----------------------------------------------------------------
Gaucho Group Holdings, Inc. announced a new venture from its
subsidiary, Algodon Wine Estates, a sprawling 4,138-acre wine,
wellness, culinary, and sport resort in San Rafael, Mendoza,
Argentina, with the launch of its vineyard home rental program.
This initiative allows Algodon Wine Estates' private homeowners to
list their luxury vineyard homes for rent through the estate's
resort hospitality portal, available at www.algodonwineestates.com,
for short or long-term stays.
The first home to be featured in this program, Casa Gaucho, is a
stunning 6,000 sq ft villa. This estate, which is the residence of
the Company's founder and serves as a model home for the real
estate project, is enveloped by a historic 1946 Malbec vineyard and
a 12-acre olive grove. With its prime location overlooking the 9th
hole of the estate's golf course, Casa Gaucho offers breathtaking
views and an array of luxurious amenities including a private pool,
elegant galleries, and an exclusive underground wine cellar with a
private dining area.
Scott Mathis, CEO and Founder of Gaucho Group Holdings, commented
on this development: "The launch of our vineyard home rental
program at Algodon Wine Estates marks a significant milestone in
our journey. This innovative approach not only enhances the value
proposition for our real estate owners but also aligns perfectly
with our vision of offering unique luxury experiences. Our
presence in Argentina since 2007 has uniquely positioned us to
capitalize on the investment opportunities in the region. With
established operations and a seasoned management team, we are
excited to set new benchmarks in luxury real estate and resort
living."
Gaucho Holdings' established presence in Argentina since 2007, a
diversified portfolio, and the synergies among its assets, allow it
to leverage joint resources and streamline operations across
platforms. This strategic advantage, coupled with a management
team experienced in navigating the Argentine market, positions
Gaucho Holdings at the forefront of luxury real estate and
lifestyle experiences in the region.
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.
GENUINE FINANCIAL: S&P Affirms 'B' ICR on Debt-Funded Buyout
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Genuine
Financial Holdings LLC (doing business as HireRight), provider of
background screening services.
S&P said, "Additionally, we affirmed our 'B' issue-level rating and
'3' recovery rating on the company's first-lien credit facility.
"The stable outlook reflects our expectation of organic revenue
growth and margin expansion during 2024 such that leverage declines
to the low-6x area by the end of 2024.
"We believe HireRight's revenues will stabilize and begin growing
from current levels. We note that 2023 was a challenging year for
revenues in the hiring industry because many companies slowed down
hiring in response to weakening macroeconomic conditions.
HireRight's revenue declined 11% during 2023, but we note that
declines moderated to about 5% in the fourth quarter after 10% to
12% declines during the first three quarters.
"Assuming macroeconomic hiring pressures stabilize during 2024, we
estimate the company can still grow revenues in the
mid-single-digit area for the year. New clients will largely drive
the increased revenue, and management commented on its strong
pipeline during 2023. HireRight has good relationships with Oracle
and UKG and will benefit from being a preferred supplier of
background screeners as more clients sign up with these vendors.
Specifically, the company has integrated solutions with a number of
Oracle platforms, including Oracle's PeopleSoft, Taleo, and Oracle
Recruiting Cloud. HireRight is white-labeled into UKG Pro HCM.
"Additionally, when the macroeconomic hiring pace picks up, we
believe all three large background screening companies (HireRight,
Sterling Intermediate Corp., and First Advantage Holdings LLC) will
benefit. As background screening is mission-critical to the
employee onboarding process, churn within background screeners is
very rare, and HireRight is posed to benefit as its clients
increase hiring activity in the future. The company currently
services about 50% of the Fortune 100 companies, in addition to
thousands of other companies of all sizes. Additionally, no
industry or customer represents an outsized proportion of revenue.
"The stable outlook reflects our expectation for HireRight's S&P
Global Ratings-adjusted leverage to quickly deleverage under our 7x
tolerance we have at the current 'B' rating, despite the additional
$250 million of debt it added to fund the go-private deal. We
expect this to occur as cost savings initiatives benefit margins,
as well as due to our expectations for revenue growth in 2024."
S&P could lower its rating on HireRight over the coming year if:
-- S&P expects further earnings declines such that HireRight
sustains leverage above 7x and free operating cash flow (FOCF) to
debt below 3%;
-- The company loses market share due to weak retention rates; or
-- EBITDA margins deteriorate due to higher third-party data costs
or the if company engages in greater-than-expected investments to
remain competitive.
S&P could raise the rating if HireRight sustains leverage below 5x.
This could occur if the company:
-- Demonstrates consistent organic revenue growth in the mid- to
high-single-digit percent area;
-- Keeps EBITDA margins at or above the low-20% area due to
revenue growth and investments in automation; and
-- Maintains a less aggressive financial policy.
Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. S&P believes
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns.
GEORGINA FALU: Amends Unsecureds & Velocity Secured Claims Pay
--------------------------------------------------------------
Georgina Falu Co, LLC, submitted an Amended Disclosure Statement
describing Amended Plan of Reorganization dated March 7, 2024.
Prior to the instant bankruptcy filing, Velocity commenced a
foreclosure action seeking to, among other things, foreclose on the
Property.
On or about August 29, 2022, the foreclosure court entered an order
granting Velocity's motion seeking the entry of an order for
foreclosure and sale. The Debtor moved to, among other things,
vacate its default and, by decision and order dated on April 4,
2023, the foreclosure court denied the Debtor's motion.
On April 4, 2023, the Debtor filed an appeal of the foreclosure
court's April 4, 2023 decision and order denying the Debtor's
motion to vacate its default and to file a late answer. That appeal
is currently pending but is stayed by virtue of the Debtor's
instant bankruptcy filing.
Class 1 shall consist of the Allowed Velocity Secured Claim.
Velocity's Allowed Secured Claim, and any Allowed Administrative
Claim, shall be paid in full at the later of either: (i) the
closing of the sale of the Property; or (ii) upon the entry of a
final order allowing its Claim, in full settlement, satisfaction,
and release of Velocity's Claim and any accompanying lien(s).
Velocity shall have the right to credit bid all or part of its
undisputed Claim at the Debtor's sale. If needed, the Debtor will
file a motion to limit Velocity's right to credit bid pursuant to
Section 363(k) of the Bankruptcy Code. The Class 1 Claimant is
unimpaired.
Class 5 shall consist of all Allowed General Unsecured Claims. In
full satisfaction, settlement, release and discharge of such
Claims, Class 5 Claimants shall receive up to 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 impaired,
and are eligible to vote on the Plan.
Class 6 shall consist of all Allowed Equity Interests. Class 6
Claimants shall retain all existing pre-petition Equity Interests
in the Debtor effective as of the Effective Date in exchange for
the substantial new value contributed by Dr. Falu during the tenure
of the case to fund the reorganization effort. 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.
The Debtor has retained MYC to market and sell the Property. The
marketing period for the Property will end on July 15, 2024, which
date is in accordance with the 180-day term set forth in the
"Exclusive Right-To-Sell Marketing and Sales Agreement" approved by
the Bankruptcy Court's Order authorizing MYC's retention. On or
before that July 15, 2024 date, the Debtor shall file a proposed
sale/bid procedure motion that either has a stalking horse bidder
or which sets an auction sale. That auction sale shall be held
within 30 days after the entry of an order approving the Terms and
Conditions of Sale and Bidding Procedures (the "Bidding
Procedures").
A full-text copy of the Amended Disclosure Statement dated March 7,
2024 is available at https://urlcurt.com/u?l=bUFTgv 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.
GEORGINA FALU: Court OKs Cash Collateral Access Thru April 9
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Georgina Falu Co, LLC to continue using the cash
collateral of of U.S. Bank National Association, as Trustee for
Velocity Commercial Capital Loan Trust 2017-2, a pre-petition
secured lender, on an interim basis, through April 9, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to satisfy its post-petition
operating expenses, including, but not limited to, the payment of
property taxes, insurance, and maintenance regarding the 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 Trust has an alleged first priority mortgage on the Property as
well as a first lien and security interest in the cash collateral.
The uses of cash collateral that are permitted by the Order will
protect and enhance the Trust's interests in the Property and in
the rents and proceeds of the Property, and no further adequate
protection is needed or appropriate at this time.
The court said a final hearing on the matter is set for April 9 at
10 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=vqRDO0 from PacerMonitor.com.
About Georgina Falu Co, LLC
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 serve as the Debtor's legal
counsel.
GFL ENVIRONMENTAL: Moody's Affirms 'B1' CFR, Outlook Positive
-------------------------------------------------------------
Moody's Ratings affirmed GFL Environmental Inc.'s B1 corporate
family rating and B1-PD probability of default rating. At the same
time, Moody's affirmed the ratings on the company's debt
instruments, including the Ba3 senior secured first lien term loan
and senior secured notes rating and B3 senior unsecured notes
rating. The outlook remains positive. The SGL-2 speculative-grade
liquidity rating is unchanged.
"Despite GFL's slower deleveraging path from higher than expected
acquisitions in 2023, the decision to maintain the positive outlook
reflects Moody's expectation of improving operating cash flow,
supportive industry fundamentals and GFL's commitment to a more
disciplined capital allocation policy in 2024." said Dion Bate,
Vice President – Senior Analyst at Moody's.
RATINGS RATIONALE
GFL's deleveraging path has been slowed with Moody's adjusted
proforma debt / EBITDA around 5.2x compared to expectations of
around 4.6x for FY2023, in part due to higher than expected
acquisitions. With improving operational cashflow and more
disciplined capital allocation policy Moody's believes GFL should
be able to generate sufficient free cash flow (after capex) in 2024
to fund most of its acquisition plans without much additional debt.
Moody's therefore expects interest coverage to improve and adjusted
debt / EBITDA to trend towards 4.5x over the next 12 to 18 months.
GFL's rating is constrained by: 1) its history of aggressive debt
financed acquisition growth which has led to financial leverage
(adjusted debt/EBITDA) remaining between 5x and 5.5x since its IPO
in March 2020; 2) the short time frame between acquisitions which
increases the potential for integration risks; and 3) private
equity firms and founder ownership, which may hinder deleveraging.
The rating benefits from: 1) the company's growing and diversified
business model; 2) high recurring revenue supported by long term
contracts; 3) its good market position in the stable Canadian and
US nonhazardous waste industry; 4) growing EBITDA margins that
benefits from acquisition cost synergies and its vertically
integrated business model; and 5) good liquidity.
The positive outlook reflects Moody's expectation that GFL will
operate within their stated capital allocation policy and with
lower financial leverage such that adjusted debt/EBITDA will trend
toward 4.5x over the next 12-18 months. The positive outlook also
incorporates Moody's expectation of favorable pricing that will
temper volume pressures, growing free cash flow and good liquidity
over the next 12 to 18 months.
GFL has good liquidity (SGL-2). The sources total around C$1.4
billion compared to around C$10 million ($7 million) of mandatory
debt payments over the next 12 months. As of December 31, 2023, GFL
had cash of around C$136 million, around C$880 million available
under its revolving credit facility (expiring September 2027) and
Moody's expectation of around C$400 million of free cash flow in
2024. GFL's revolver is subject to a net leverage and an interest
coverage covenant, which Moody's expects will have sufficient
buffer over the next four quarters. GFL's next debt maturity is in
2025 comprising of $500 million (June 2025) and $750 million
(August 2025) senior secured notes, equivalent to around 20% of
total debt. Moody's expects GFL to continue its track record of
refinancing its debt well ahead of their maturities.
The Ba3 ratings on the senior secured first lien term loan and
senior secured notes are one notch above the CFR due to the senior
debt's first priority access to substantially all of the company's
assets as well as loss absorption cushion provided by the senior
unsecured notes. The B3 rating on the senior unsecured notes is two
notches below the CFR due to the senior unsecured notes' junior
position in the debt capital structure.
The Ba3 ratings on the term loan and senior secured notes are one
notch above the CFR due to the senior debt's first priority access
to substantially all of the company's assets as well as loss
absorption cushion provided by the senior unsecured notes. The B3
rating on the senior unsecured notes is two notches below the CFR
due to the senior unsecured notes' junior position in the debt
capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if GFL continues to deliver solid
operating performance and demonstrates a commitment to maintain a
more conservative and predictable financial policy, such that
adjusted Debt/EBITDA steadily improves toward 4x and FFO plus
interest expense/interest expense increases to around 4x. Moody's
would also expect GFL to maintain a strong free cash flow position
and a good liquidity profile.
The ratings could be downgraded if liquidity weakens, possibly
caused by negative free cash flow, if there is a material and
sustained decline in operating margin due to challenges integrating
acquisitions or if adjusted debt/EBITDA is sustained above 5x.
The principal methodology used in these ratings was Environmental
Services and Waste Management published in May 2023.
GFL Environmental Inc., headquartered in Toronto, provides solid
waste and liquid waste collection, treatment and disposal solutions
and soil remediation services to municipal, industrial and
commercial customers in Canada and the US.
GLOBAL WOUND: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Global Wound Care Products, Inc. to use cash collateral,
on a final basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay ordinary and
necessary operating expenses in accordance with the budget, with a
10% variance.
On March 22, 2019, as further security for the Note, the Debtor
duly executed, acknowledged and delivered a Security Agreement to
Stone Bank granting Secured Creditor (among other things) a first
position lien in certain interests held by the Debtor.
To further secure the Note, Secured Creditor perfected a security
interest against the Debtor's property by filing a UCC-1 Financing
Statement on March 29, 2019, with the Secretary of the State of New
York under Filing No. 201903298139351.
On February 15, 2024, the Secured Creditor filed its proof of claim
that as of the Petition Date, the sum of $677,334 is due and owing
from the Debtor to the Secured Creditor and interest continues to
accrue on the unpaid principal balance at the per diem rate of
$196, plus other fees and costs accrued post-petition, including
without limitation attorneys' fees.
As adequate protection for the use of cash collateral, the Secured
Creditor is granted a superpriority administrative expense claim
under 11 U.S.C. Section 364(c)(1) subject to the Carve-Out.
Subject to the Lien Carve-Out, the Secured Creditor is also granted
replacement liens on and security interests in and to all assets of
the Debtor. The replacement liens will be deemed valid, perfected,
continuing, unavoidable and enforceable not subject to
subordination, impairment or avoidance to the same extent and with
the same priority in which Secured Creditor's pre-petition liens
existed as of the Petition Date senior to all other liens against
the Debtor' estates.
Commencing on the 1st day of the month following the entry of an
Order approving the Order and continuing on the 1st day of each
month thereafter, the Debtor will make payments to Secured Creditor
of $400 for the Loan.
In the event the Debtor's ending cash balance for a monthly period
exceeds 10% of the anticipated balance, the Debtor will make an
additional monthly payment to the Secured Creditor in the amount of
$500.
The Replacement Liens and Superpriority Claim will be subordinate
to (i) Subchapter V Trustee fees; (ii) the fees and expenses of a
hypothetical Chapter 7 Trustee in an amount not to exceed $5,000;
and (iii) a carve-out for the fees of the Debtor's attorney or
professionals in the amount of $20,000 subject to Court approval.
The Debtor's right to use cash collateral will terminate on the
earlier to occur of (a) April 30, 2024 or such later date upon
which the Court fixes on notice or (b) the occurrence of an Event
of Default hereunder that is not cured within any time period
permitted therein. Absent an Event of Default, the Termination Date
may be extended from time to time upon (a) the written agreement of
the Debtor and the Secured Creditor, which parties will be
permitted to submit a Consent Order to the Court, without further
notice or hearing, extending the Termination Date or (b) upon
further order of the Court on notice.
A copy of the order is available at https://urlcurt.com/u?l=yKRcy2
from PacerMonitor.com.
About Global Wound Care Products, Inc.
Global Wound Care Products, Inc. is a home health care services
provider.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-74803) on December
26, 2023. In the petition signed by Elena Rudish, vice president,
the Debtor disclosed $119,717 in assets and $1,056,051 in
liabilities.
Judge Robert E Grossman oversees the case.
Heath S. Berger, Esq., at BERGER, FISCHOFF, SHUMER, WEXLER &
GOODMAN, LLP, represents the Debtor as legal counsel.
GREAT NORTHERN: Joseph DiOrio Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 1 appointed Joseph DiOrio, Esq., at
Pannone Lopes Devereaux & O'Gara LLC as Subchapter V trustee for
Great Northern Products, Ltd.
Mr. DiOrio will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. DiOrio declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph M. DiOrio, Esq.
Pannone Lopes Devereaux & O'Gara LLC
1301 Atwood Avenue, Suite 215 N
Johnston, RI 02919
Phone: 401-824-5100
Email: jdiorio@pldolaw.com
About Great Northern Products
Great Northern Products, Ltd. is a seafood wholesaler in Cranston,
R.I.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. R.I. Case No. 24-10112) on February 28,
2024, with up to $10 million in both assets and liabilities. George
A. Nolan, president and chief executive officer, signed the
petition.
Judge Diane Finkle oversees the case.
Matthew J. McGowan, Esq., at Sylvia Kishfy, LLC, represents the
Debtor as legal counsel.
GREENUP INDUSTRIES: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized Greenup Industries, LLC to use cash collateral on a
final basis, in accordance with the budget, with a 10% variance.
Pursuant to pre-petition agreements, the Debtor granted to the U.S.
Small Business Administration a valid lien and security interest in
and to, among other things, all of the Debtor's tangible and
intangible personal property to secure all of the Debtor's
prepetition obligations to SBA.
As partial adequate protection for the Debtor's use of cash
collateral, the SBA is granted replacement security interests in
and liens upon assets of the Debtor and its estate and all proceeds
and products of that personal property, and distributions thereon,
and post-petition accounts and cash to the extent that the SBA,
prepetition, possessed a valid and perfected security interest and
lien in any such accounts and/or cash, in the same respective
priority it held prior to the Petition Date.
In addition to the Adequate Protection Liens, the Court grants the
SBA a super priority lien against the Debtor and its estate with
priority over any and all other expenses and claims entitled to
priority under 11 U.S.C. Section 507(a) to the extent of any
diminution in the value of the SBA's cash collateral, and to the
fullest extent provide for in 11 U.S.C. Section 507(b).
The Debtor will: (a) continue to keep their assets fully insured
against all loss, peril and hazard; and (b) pay any and all
post-petition taxes, assessments and governmental charges with
respect to the collateral that serves as security for the SBA debt
that are billed after the Petition Date.
A copy of the order is available at https://urlcurt.com/u?l=ghxRja
from PacerMonitor.com.
About Greenup Industries
Greenup Industries, LLC is a provider of specialized services and
procurement support to a diverse clientele, including the oil and
gas, construction, telecommunication, and other industries, as well
as city, parish, state, and federal governments. The company is
based in Kenner, La.
Greenup Industries sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on December 20,
2023, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Rodney D. Greenup, Jr., president and sole
member, signed the petition.
Judge Meredith S. Grabill oversees the case.
Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents
the Debtor as legal counsel.
GROM SOCIAL: Faces Nasdaq Delisting; Hearing Set for May 2
----------------------------------------------------------
Grom Social Enterprises, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on February
29, 2024, the Company received a letter from the staff of the
Listing Qualifications Department of The Nasdaq Stock Market LLC
indicating that unless the Company requests a hearing before the
Nasdaq Hearings Panel by March 7, 2024, the Company's securities
will be delisted from the Nasdaq Capital Market based upon the
Company's non-compliance with Nasdaq's Minimum Bid Requirement as
set forth in Nasdaq Listing Rules 5550(a)(2).
The Letter specified that the Company is not in compliance with the
minimum bid price requirement for continued listing on the Nasdaq
Capital Market (Nasdaq Listing Rule 5550(a)(2)), as the bid price
for the Company's listed securities closed at less than $1 per
share for the previous 30 consecutive business days. Pursuant to
Nasdaq Listing Rule 5810(c)(3)(A)(iv), as the Company previously
implemented two reverse stock splits over the prior two-year period
with a cumulative ratio of 250 shares or more to one, it is not
eligible for any compliance period specified in Nasdaq Listing Rule
5810(c)(3)(A).
On March 6, 2024, the Company requested a hearing before the Panel
to appeal the determination made by the Nasdaq Staff, and Nasdaq
has scheduled the hearing for May 2, 2024. Accordingly, the
suspension of the Company's securities has been stayed, pending the
Panel's decision. There can be no assurance that a favorable
decision will be obtained if the hearing is held, that the Panel
will grant any request for an extension period within which to
regain compliance, or that the Company will be able meet the
continued listing requirements during any compliance period or in
the future.
About Grom Social Enterprises Inc.
Boca Raton, Florida-based Grom Social Enterprises, Inc. --
www.gromsocial.com -- is a media, technology and entertainment
company that focuses on (i) delivering content to children under
the age of 13 years in a safe secure platform that is compliant
with the Children's Online Privacy Protection Act ("COPPA") and can
be monitored by parents or guardians, (ii) creating, acquiring, and
developing the commercial potential of Kids & Family entertainment
properties and associated business opportunities, (iii) providing
world class animation services, and (iv) offering protective web
filtering solutions to block unwanted or inappropriate content.
Grom Social reported a net loss of $16.77 million for the year
ended Dec. 31, 2022, compared to a net loss of $10.22 million for
the year ended Dec. 31, 2021.
Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company's significant operating losses and negative cash flows from
operations raise substantial doubt about its ability to continue as
a going concern.
GSA BIRMINGHAM: Moody's Lowers Rating on 2021 Revenue Bonds to Ba2
------------------------------------------------------------------
Moody's Ratings has downgraded to Ba2 from Baa3 the ratings on GSA
Birmingham Realty DST (SSA Birmingham Office Project)'s Federal
Lease Revenue Bonds (SSA Birmingham Project), Federally Taxable
Series 2021, issued by the National Finance Authority, NH (NFA).
The downgrade reflects Moody's assessment that the likelihood of
lease renewal has weakened due to the slower-than-expected return
to office, somewhat weak office market trends in the Birmingham
area, and increased federal government focus on consolidating its
leased office footprint. The outlook is negative. Previously, the
rating was on review for downgrade.
Moody's have also updated the organization name to GSA Birmingham
Realty DST from GSA Birmingham Realty, LLC to reflect the change in
the borrower's legal name.
RATINGS RATIONALE
The downgrade to Ba2 reflects Moody's assessment that the
likelihood that the United States government (Aaa negative), acting
through the General Services Administration (GSA), will renew its
lease has weakened due to the slower-than-expected return to
office, deteriorating office market trends in the Birmingham area,
and increased federal government focus on consolidating its leased
office footprint. In addition, the recent high interest rate
environment increases future refinancing risk, with 4 years
remaining to lease expiration. The recent period of high inflation
has also driven up property management costs, which can eventually
erode resources available for building maintenance, increasing the
risk of weakening relationships and reduced federal commitment to
the building.
The Ba2 also reflects several other factors including the credit
strength of the United States government (Aaa negative) to make
timely lease payments and the essentiality of the facility to the
mission of the Social Security Administration (SSA),
counterbalanced by high leverage on the project and the need for
lease renewal and refinancing to fully service the debt.
In Moody's opinion it is very likely the lease with the General
Services Administration, on behalf of SSA, will be renewed on or
before expiration in January 2028. The bonds mature after the lease
term ends and very high leverage will remain but Moody's expect
that the lease renewal terms will support a refinancing and
repayment of amounts outstanding at that time. In Moody's opinion
the financed project, a Class A office building in the city of
Birmingham, AL (Aa3 stable) that is the SSA's largest, newest
program service center, is essential, supporting Moody's view of
lease renewal. This is somewhat offset by the risk that future
technology advancements, increased remote work or federal policy
changes could reduce the government's need for this size facility.
Absent lease renewal, recovery for bondholders will be limited.
Based on current market trends and relatively high interest rates,
it will be challenging to find a new tenant or owner to occupy the
large building and pay an adequate lease amount relative to the
high amount of debt outstanding.
Aside from renewal risk, this project benefits from a satisfactory
legal and cash flow structure, which includes a strong federal
government tenant through January 2028, a mortgage lien on the
facility and the assignment and direct payment of all lease
payments to the trustee, that reduces bondholders' exposure to
operating risk of the borrower and property manager.
RATING OUTLOOK
The negative outlook reflects Moody's expectation that slow
recovery of this facility's utilization levels and the Birmingham
office market will continue to weaken the likelihood of lease
renewal over the next 12 to 18 months, and that the 4 years until
lease expiration provides minimal time for office market recovery.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Reduction in debt levels or final bullet payment that reduces
overall leverage and refinancing risk
-- Strong indications that the lease with the GSA will be renewed
before expiration with terms that enable all bond payments to be
serviced with revenue from leases currently in force
-- A large increase in the market value of the project, or a
verified market valuation of the property, that support high
bondholder recovery in the event the lease is not renewed
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Increased risk of nonrenewal of the lease, because of sustained
low building utilization, change in federal leasing policies,
continued increase in available office space with similar
specifications in the area, deterioration in asset condition, or
weakened lessor/lessee relationship
-- A material credit weakening of the United States or
interruption or delay in monthly lease payments
-- Increased leverage on the project
-- Nonperformance of its obligations under the lease by the
borrower
LEGAL SECURITY
Interest on the bonds is paid with monthly lease payments from the
GSA, made to the borrower/master lessor GSA Birmingham Realty
Delaware Statutory Trust (DST) through the lessor/master lessee,
Rainier GSA Birmingham LeaseCo, LLC. The bonds are also secured by
a mortgage lien on the leased facility, the SSA Birmingham
facility, and a debt service reserve fund funded at one twelfth of
maximum annual debt service. All security interests and leasehold
interests in the property, and rights to the leases, rents and
property management agreements have been assigned from the
respective parties to the trustee.
Principal is intended to be repaid with proceeds of a bond
refinancing prior to maturity.
As a conduit, the National Finance Authority, will service the debt
using proceeds received under the terms of a loan agreement with
the borrower. GSA Birmingham Realty DST, in turn, will repay the
loan solely using revenue received under its master lease agreement
with the Rainier GSA Birmingham LeaseCo, LLC. Rainier GSA
Birmingham LeaseCo, LLC is the lessor to GSA.
PROFILE
The United States has the world's largest economy and is the center
of global trade and finance, with a gross domestic product of $27.4
trillion in 2023. Its population of 336 million is the
third-largest in the world.
The New Hampshire Business Finance Authority ("National Finance
Authority") was created by the state of New Hampshire and is
authorized by the constitution and laws of the state to issue
bonds.
The borrower, GSA Birmingham Realty Delaware Statutory Trust is a
single-purpose Delaware Statutory Trust formed as the owner and
lessor of the property. The ultimate parent of GSA Birmingham
Holdings Delaware Statutory Trust is Net Lease Capital Advisors,
LLC. The principal owners and parent companies of Marathon and NLC
specialize in single tenant net lease properties, particularly with
federal government agencies. After closing, the borrower was
converted to a Delaware statutory trust to sell equity interests in
the project to investors.
METHODOLOGY
The principal methodology used in this rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US Special
Purpose Districts Methodology published in November 2022.
HAGA-MOF LLC: Stephen Coffin Named Subchapter V Trustee
-------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Stephen Coffin,
Esq., attorney at The Small Business Law Center, as Subchapter V
trustee for HAGA-MOF, LLC.
Mr. Coffin will be paid an hourly fee of $285 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Coffin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen D. Coffin, Esq.
Attorney at Law, MBA
The Small Business Law Center
2705 St. Peters-Howell Rd, Suite A
St. Peters, MO 63376
Phone: (636) 244-5252
Fax: (636) 486-1788
Email: scoffin@tsblc.com
About HAGA-MOF LLC
HAGA-MOF LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-10077) on February 27,
2024, with up to $50,000 in assets and up to $10 million in
liabilities.
Judge Brian C. Walsh presides over the case.
Spencer P. Desai, Esq., at The Desai Law Firm, LLC represents the
Debtor as bankruptcy counsel.
HIGH RIDGE: CDR's Motion to Dismiss Investor Fraud Lawsuit Denied
-----------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has denied Clayton Dubilier &
Rice's motion to dismiss investor fraud lawsuit filed by the
liquidating trustee of High Ridge Brands against the private equity
firm.
The suit, related to CDR's former portfolio company High Ridge
Brands, was filed in 2021, and updated in 2022.
To recap, the liquidating trustee of High Ridge Brands -- which
once distributed such products as Alberto VO5, Reach toothbrushes,
Zest soap, Sure antiperspirant, Brut aftershave, and other
ubiquitous personal care brands -- filed suit in Delaware
Bankruptcy Court, accusing defendants -- former CDR and High Ridge
directors and the latte's former CEO of deceiving investors into
purchasing $250 million of High Ridge bonds while knowing full well
that the company's financial outlook was grim -- it was essentially
the polar opposite of the robust picture described in investor
presentations. One insider brazenly labeled the bond sale "highway
robbery".
The suit's allegations include common law fraud, fraudulent
transfer, breach of fiduciary duty, and violations of the
securities laws of several states.
Gordon Novod of Grant & Eisenhofer, is the lead attorney
representing the liquidating trustee.
About High Ridge Brands
High Ridge Brands -- http://www.highridgebrands.com/-- is one of
the largest independent branded personal care companies in the
United States by unit volume, with a mission to craft extraordinary
experiences for savvy consumers. Today, High Ridge Brands has a
portfolio of over thirteen trusted brands, serving primarily North
American skin cleansing, hair care and oral care markets, including
Zest(R), Alberto VO5(R), REACH(R), Firefly(R), Dr. Fresh(R),
Coast(R), White Rain(R), LA Looks(R), Zero Frizz(R), Rave(R), Salon
Grafix(R), Binaca(R) and Thicker Fuller Hair(R). In addition, the
Company has relationships with leading entertainment properties
through which it has a portfolio of licenses such as Star Wars,
Batman, Spiderman, Hello Kitty, and Transformers. The Company
operates an asset-light model, outsourcing its manufacturing needs,
and has approximately 140 employees.
The Debtors sought Chapter 11 protection (Bankr. D. Del. Case No.
19-12689) on Dec. 18, 2019. The Debtor affiliates include High
Ridge Brands Holdings, Inc., HRB Midco, Inc., HRB Buyer, Inc., High
Ridge Brands Co., Golden Sun, Inc., Continental Fragrances, Ltd.,
Freshcorp, Inc., Children Oral Care, LLC, and Dr. Fresh, LLC.
Judge Brendan Linehan Shannon is assigned to the cases.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' counsel.
Debevoise & Plimpton LLP is corporate, finance and litigation
counsel to the Debtors. PJT Partners LP is the Debtors' investment
banker.
HIGH TECH LANDSCAPE: Nicole Nigrelli Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Nicole Nigrelli,
Esq., at Ciardi, Ciardi & Astin as Subchapter V trustee for High
Tech Landscape Contractors, LLC.
Ms. Nigrelli will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Nigrelli declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nicole M. Nigrelli, Esq.
Ciardi, Ciardi & Astin
1905 Spruce Street
Philadelphia, PA 19103
Phone: (215) 557-3550 ext. 115
Email: nnigrelli@ciardilaw.com
About High Tech Landscape Contractors
High Tech Landscape Contractors, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No.
24-11719) on February 23, 2024, with $500,001 to $1 million in
assets and $100,001 to $500,000 in liabilities.
Bruce H. Levitt, Esq., at Levitt & Slafkes, P.C. represents the
Debtor as legal counsel.
HIRERIGHT HOLDINGS: Moody's Confirms B2 CFR & Alters Outlook to Neg
-------------------------------------------------------------------
Moody's Ratings concluded its review of HireRight Holdings
Corporation's ratings that was initiated on February 22, 2024 and
confirmed the company's B2 corporate family rating as well as
HireRight's B2-PD probability of default rating. Concurrently,
Moody's confirmed HireRight's B2 backed senior secured first lien
credit facility ratings issued under Genuine Financial Holdings,
LLC, with a negative outlook for both entities. Previously, the
ratings were on review for downgrade. The company's speculative
grade liquidity rating is unchanged at SGL-1.
The rating and outlook actions reflect the sizable increase in
HireRight's debt related to the funding of the company's proposed
privatization with the proceeds of $250 million in incremental
first lien term loan borrowings that will increase the term loan
outstanding to $1 billion. The proposed financing will increase the
company's debt-to-EBITDA by approximately 1.5x to nearly 6.2x as of
December 31, 2023 (Moody's adjusted and pro forma for the
incremental term loan), adding credit risk and augmenting Moody's
existing governance concerns.
RATINGS RATIONALE
HireRight's B2 CFR is principally constrained by the company's high
financial leverage as well as corporate governance concerns related
to HireRight's concentrated equity ownership by General Atlantic,
L.P and Stone Point Capital LLC which are heightened in light of
the pending privatization expected to close in mid-2024. The
company's exposure to macroeconomic cyclicality due to changes in
labor market conditions as well as competitive pressures from its
direct rivals, niche providers, and potential new market entrants
could negatively impact HireRight's operating performance and
overall credit quality.
The company's credit profile is supported by HireRight's global
market position and screening capabilities as well as long-standing
relationships with its blue-chip customers. Within its target
market niche, HireRight's business is well diversified by vertical
market with high client retention rates. Moody's projects
mid-single digit organic annual revenue growth (fueled largely by
new customer wins) and moderate profit margin expansion over the
next 12 to 18 months. The company's credit quality also benefits
from very good liquidity, solid EBITDA margins (approximating 23%
in 2024, Moody's adjusted), and healthy free cash flow generation.
Moody's has assessed that HireRight's liquidity profile will remain
very good over the next 12 to 15 months, as indicated by the SGL-1
liquidity rating. Liquidity is principally supported by the
company's cash balance of approximately $98 million as of 31
December 2023 (pro forma for the privatization) as well as Moody's
expectation for free cash flow approximating 4%-5% of total debt in
2024. The cash sources provide strong coverage of approximately $10
million of required annual term loan amortization over the coming
12 months. Liquidity is also bolstered by nearly full availability
under the $160 million senior secured first lien revolver expiring
in 2027. The term loan is not subject to financial maintenance
covenants., The revolving credit facility is subject to a springing
maximum senior secured first -lien net leverage ratio of 7.3x if
the amount drawn exceeds 35% of the revolving credit facility.
Moody's do not expect the company to draw on the revolver through
2024, but if the covenant is tested, Moody's expect HireRight to
remain well in compliance.
The B2 senior secured first lien revolver and term loan ratings are
consistent with the B2 CFR as the credit facility accounts for the
preponderance of HireRight's debt.
The negative outlook reflects Moody's concern that HireRight will
not reduce debt-to-EBITDA meaningfully below 6x in 2024, with the
potential for muted leverage reduction should hiring volumes weaken
within its markets. The outlook could be changed to stable from
negative if operating performance exceeds Moody's expectations,
resulting in debt-to-EBITDA sustained below 6x and annual free cash
flow-to-debt (Moody's adjusted) sustained above 5%.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Though unlikely in the near term, the ratings could be upgraded if
HireRight grows and diversifies its revenue base, improves
profitability rates meaningfully, reduces debt-to-EBITDA (Moody's
adjusted) to approximately 4x while annual free cash flow to debt
approximates a high single digit percentage range and the company
establishes a track record of balanced financial policies.
The ratings could be downgraded if HireRight's operating
performance deteriorates or if the company adopts more aggressive
financial policies such that Moody's expects debt-to-EBITDA
(Moody's adjusted) to remain above 6x and annual free cash
flow-to-debt (Moody's adjusted) will be sustained below 5%.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
HireRight, headquartered in Nashville, Tennessee, is a global
provider of background screening and compliance solutions,
including criminal background checks, credential verification,
employee drug testing, and fingerprint-based screening for
enterprise and midmarket clients. Although HireRight completed an
IPO in November 2021, investment funds managed by General Atlantic,
L.P. and Stone Point Capital LLC are collectively the company's
majority shareholders and are in the process of privatizing the
company by mid-2024. Moody's expects HireRight to generate revenue
of approximately $750 million in 2024.
INDIANA MATH: Moody's Affirms 'Ba3' Revenue Bond Rating
-------------------------------------------------------
Moody's Ratings has affirmed Indiana Math and Science Academy -
North, IN's Ba3 revenue bond rating. The bonds were issued through
the Indiana Finance Authority. The school reported $12.8 million of
outstanding debt at the end of fiscal 2023. The outlook is stable.
RATINGS RATIONALE
The affirmation of the Ba3 rating reflects Indiana Math and Science
Academy - North's (IMSAN) limited competitive profile as evidenced
by low student retention, mixed academic performance and declining
enrollment. IMSAN's prospects for significant and sustained
enrollment growth are constrained by substantial competition within
its Indianapolis service area. Favorably, IMSAN's proactive
financial management practices have helped in the past to manage
the challenges of competition and enrollment volatility. IMSAN
maintained liquidity of 79 days and annual debt service coverage of
1.5x as of fiscal 2023 year end, while fixed costs from debt
remained manageable at 8% operating expenses. Leverage is elevated
with $2 million in cash and investments at just 20% of debt as of
fiscal 2023. IMSAN maintains a good working relationship with its
authorizer, the Indianapolis Mayor's Office of Education
Innovation, and recently received its second charter renewal for
another seven years.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that IMSAN will
maintain satisfactory operating performance from proactive
financial management and without the use of reserves to support
debt service coverage and adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Consistent improvement to academic outcomes and stronger
competitive profile
-- Material and sustained enrollment growth
-- Strengthened operating performance that results in material
improvement in liquidity and coverage
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Continued enrollment declines that weaken operating
performance
-- Inability to support operating expenses with recurring revenues
resulting in weaker liquidity and debt service coverage
-- Deterioration in academic performance that further weakens
competitive profile
LEGAL SECURITY
The Series 2022A and Series 2022B bonds include a gross revenue
pledge, first mortgage pledge of IMSAN's school facility and a debt
service reserve fund.
PROFILE
IMSAN was founded in 2010 and initially opened to serve students in
grades K-8 and then added one grade per year until it reached
grades K-12 in 2014-15. IMSAN offers a STEM-focused education with
career and technical education programs. In fiscal 2023, IMSAN
reported $10 million in revenue and currently has 643 students
enrolled in grades K-12.
IMSAN operates pursuant to a charter contract authorized by the
Indianapolis Mayor's Office of Education Innovation that was
initially granted for a period of seven years in 2010. In 2023,
IMSAN received its second charter renewal for another seven year
term, ending on June 30, 2031.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in September 2016.
INSTALLED BUILDING: Moody's Rates New First Lien Term Loan 'Ba1'
----------------------------------------------------------------
Moody's Ratings assigned a Ba1 rating to Installed Building
Products Inc.'s (IBP) proposed senior secured first lien term loan.
IBP's Ba1 corporate family rating and Ba1-PD probability of default
rating are not affected as well as the assigned Ba2 rating on the
company's unsecured notes. IBP's Speculative Grade Liquidity (SGL)
Rating is unchanged at SGL-1. The outlook remains unchanged at
stable.
Moody's expects the terms and conditions of the proposed $500
million senior secured term loan to be similar to IBP's existing
Ba1 rated senior secured term loan. Proceeds from the new term loan
will go towards redeeming the existing term loan, at which time the
rating will be withdrawn, and to pay related fees and expenses in
essentially a leverage-neutral transaction.
Moody's views the proposed transaction as credit positive, reducing
refinancing risk by 60% in 2028. IBP now has to address only its
$300 million senior unsecured notes that come due in early 2028.
There will be some interest savings, which is not material relative
to IBP's ability to generate free cash flow.
RATINGS RATIONALE
IBP's Ba1 corporate family rating reflects good operating
performance, with adjusted EBITDA margin sustained around 18% in
2024. Moody's continues to forecast low leverage, with adjusted
debt-to-EBITDA remaining below 2x. Very good liquidity is a credit
strength. Capital deployment for potentially large acquisitions is
the greatest credit risk at this time. These factors and some
improvement in end market dynamics that support growth further
enhance IBP's credit profile. Exposure to volatile new housing
construction remains a key credit challenge. Material expansion of
operating margins and market share gains are difficult to achieve
due to intense competition. Also, IBP is modestly sized in terms of
revenue, limiting absolute levels of earnings and dictating that
the company maintain low leverage and fixed charges.
IBP's SGL-1 Speculative Grade Liquidity (SGL) Rating reflects
Moody's view that the company will maintain very good liquidity,
generating around $200 million in free cash flow in 2024. Cash on
hand ($386.5 million on December 31, 2023) is more than sufficient
to meet working capital needs because of seasonal demands. IBP has
no material maturities until early 2027, when its $250 million
asset based revolving credit facility expires. Due to the company's
substantial cash position, Moody's does not anticipate utilization
of the revolver throughout the year except for letters of credit.
The stable outlook reflects Moody's expectation that IBP will
continue to perform well, generating solid margins and decent cash
flow. Low leverage and very good liquidity further support the
stable outlook.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade of IBP's rating could ensue if end markets remain
supportive of organic growth such that adjusted debt-to-EBITDA is
sustained below 2x. Upwards rating movement also requires
significant organic growth in revenue and earnings, preservation of
very good liquidity, conservative financial policies and a capital
structure that ensures maximum financial flexibility.
A downgrade could ensue if IBP's adjusted debt-to-EBITDA is above
3x. Negative ratings pressure may also take place if the company
experiences a deterioration in liquidity or adopts aggressive
acquisition or financial policies.
Installed Building Products Inc., headquartered in Columbus, Ohio,
installs insulation and other products for residential and
commercial builders throughout the United States. Revenue for 2023
was $2.8 billion.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
INSTALLED BUILDING: S&P Rates New Sec. First-Lien Term Loan 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Columbus, Ohio-based Installed Building Products
Inc.'s (IBP) proposed $500 million senior secured first-lien term
loan due 2031. The '1' recovery rating indicates S&P's expectation
for very high (90%-100%; rounded estimate: 95%) recovery in the
event of a default.
All of S&P's existing ratings on the company are unchanged.
S&P said, "We expect IBP will use the proceeds from the loan to
refinance its existing term loan B. Therefore, we estimate the
company's pro forma debt balance and S&P Global Ratings-adjusted
debt to EBITDA will remain relatively unchanged at near $894
million and 1.9x, respectively, as of Dec. 31, 2023.
"IBP increased its revenue by 4% during 2023, which was slightly
higher than we forecast, supported by an increase in multi-family
and commercial sales that offset softer single-family sales. The
company also continued to expand its S&P Global Ratings-adjusted
EBITDA margins to 18.5% for the 12 months ended December 2023. We
expect IBP will continue to increase its earnings during 2024, even
as its sales mix somewhat shifts back toward single-family sales
due to the strong demand from national homebuilders."
ISSUE RATINGS--RECOVERY ANALSYSI
Key analytical factors
-- IBP's capital structure comprises a $250 million asset-based
lending (ABL) facility due 2027 (not rated), about $100 million of
vehicle and equipment financing notes due 2024, the proposed $500
million senior secured term loan B due 2031, and $300 million of
senior unsecured notes due 2028. The term loan lenders are
effectively subordinated to the ABL and equipment note lenders up
to the value of their collateral.
-- S&P's simulated default scenario contemplates a default in 2027
stemming from a downturn in the company's end markets (namely U.S.
single- and multi-family residential construction, as well as
commercial construction) and heightened competition. Given this
scenario, S&P assumes IBP's revenue would shrink and it would have
to fund its debt service and operating losses with available cash
and, to the extent available, ABL borrowings. Eventually, the
company's liquidity and capital resources would become strained to
the point where it could not continue to operate absent a
bankruptcy filing or liquidation.
-- S&P's assessment of IBP's recovery prospects contemplates a
reorganization value of about $845 million, which reflects
emergence EBITDA of about $169 million and a 5x multiple.
-- S&P's emergence EBITDA assumption contemplates a rebound in
profitability following the sharp cyclical downturn that it
believes is required for the company to default with the proposed
capital structure. Therefore, S&P's EBITDA assumption does not
purport to represent its default-level EBITDA, which it thinks
could be substantially lower. The 5x multiple is consistent with
the multiples S&P uses for services companies that cater to
homebuilders.
-- S&P assumed aggregate borrowings of 85% under the ABL revolving
facility at the time of default.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $169 million
-- Implied enterprise valuation multiple: 5x
-- Gross enterprise value: $847 million
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $804.9
million
-- Priority claims and adjustments (ABL revolving facility and
vehicle and equipment notes): $255.5 million
-- Total collateral value for senior secured term lenders: $549.4
million
-- Total first-lien debt claim: $486.3 million
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total collateral value for senior unsecured lenders: $63.1
million
-- Total senior unsecured notes claim: $306 million
--Recovery expectations: 10%-30% (rounded estimate: 20%)
Note: Estimated claim amounts include about six months of accrued
but unpaid interest.
INTERNATIONAL SHIPHOLDING: Wants Court's Okay on Claimants Deal
---------------------------------------------------------------
Robert N. Michaelson ("GUC Trustee") in his capacity as trustee of
International Shipholding GUC Trust ("GUC Trust") of International
Shipholding Corporation and its debtor-affiliates for an order
authorizing and approving that certain settlement agreement among
the GUC Trustee, the reorganized Debtors, the asbestos claimants,
and the participating insurers, will be held before the Hon. David
S. Jones of the U.S. Bankruptcy Court for the Southern District of
New York in Room 701, One Bowling Green, New York, New York
10004-1408 on May 7, 2024, at 10:00 a.m. (Prevailing Eastern
Time).
Objections to the request, if any, must be filed no later than 4:00
p.m. (Prevailing Eastern Time) on April 23, 2024.
The Asbestos Claimants have filed over 830 claims against the
Debtors’ estates in which they assert liquidated claims of over
$433 million as well as unliquidated claims, which claims the
Reorganized Debtors and the GUC Trustee dispute. The GUC Trustee
and the Reorganized Debtors each assert that, pursuant to the Plan,
the other is responsible for the objection to and payment of the
Asbestos Claims. The Reorganized Debtors and the GUC Trustee, on
the one hand, and the Participating Insurers, on the other, have
disputes regarding the obligations of the Participating Insurers in
connection with the amount and available insurance and/or
indemnification coverage for the Asbestos Claims, and the GUC
Trustee and the Asbestos Claimants have disputes concerning the GUC
Trustee’s assertion of the GUC Trust’s entitlement to recover
attorneys’ fees from the Asbestos Claimants on the basis of,
among other things, the common fund doctrine. These disputes have
been ongoing for over five years.
the GUC Trustee seeks authority to enter into the Settlement
Agreement with the other Parties that fully and finally resolves
all of these disputes. The proposed settlement is the result of
many years of arm’s-length, good faith negotiations among the
relevant Parties. It resolves the disputes relating to the Asbestos
Claims, the Motion to Enforce, and the Insurance Polices without
the need for protracted and expensive litigation, and it enables
the GUC Trustee to recoup some of the costs the GUC Trust expended
in connection with resolution of the Asbestos Claims. In addition,
resolution of the Asbestos Claims will enable the GUC Trustee to
distribute the funds in the GUC Trust to the Debtors’ other
general unsecured creditors and thereafter to terminate the Trust
and will enable the Reorganized Debtors to close their remaining
cases.
the GUC Trustee submits that the settlement comports with the
Iridium factors (discussed below) and is fair, reasonable, and in
the best interests of the GUC Trust and its stakeholders, as well
as the Reorganized Debtors and their estates and their
stakeholders.3 Accordingly, the GUC Trustee respectfully requests
that the Motion be granted in all respects.
The Parties agreed to settle the Disputes on the following terms,
among others:
a) a payment of a $2,500,000 by the Participating Insurers
consisting of (a) two million dollars (US $2,000,000) for the
benefit of the Asbestos Claimants (the Asbestos Claims Settlement
Payment”) and (b) five hundred thousand dollars (US $500,000) to
the GUC Trustee in settlement of the Attorneys’ Fees Dispute;
b) an injunction, to the fullest extent of the law, for the benefit
of the Participating Insurers, enjoining any Claim that in any way
arises from or relates to the Policies;
c) upon the Asbestos Payment Date, withdrawal and disallowance of
the Asbestos Claims;
d) the distribution of the Asbestos Claims Payment Amount to the
Schedule 3 Claimants pursuant to the guidance set forth in the
court approved Trust Distribution Procedures in the bankruptcy case
captioned In re Armstrong World Industries Inc., et al. (Case No.
00-4471, Bankr. Ct Del.), taking into account each claimant’s
time aboard the Debtors’ vessel(s);
e) the payment of the Asbestos Settlement Payment to be deemed a
purchase of all remaining coverage under the policies (the
“Policy Buyout”), and upon payment of the Asbestos Settlement
Payment, the Policies to be terminated, extinguished, cancelled,
rendered null and void, and otherwise fully satisfied, with the
Debtors, the Reorganized Debtors, the GUC Trust, the GUC Trustee,
the Participating Insurers, to have no further liability or
obligations under the Policies; and
f) the exchange of mutual releases between the Parties and release
of the Policies.
Pursuant to its terms, the Settlement Agreement will not become
effective until an order entered by the Bankruptcy Court granting
this Motion becomes final and non-appealable.
About International Shipholding
International Shipholding Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated
debtors also filed separate Chapter 11 petitions. The petitions
were signed by Manuel G. Estrada, vice president and chief
financial officer.
International Shipholding Corp. was engaged in waterborne cargo
transportation and maintained a diversified customer base with
emphasis on medium and long term contracts. ISH was founded in
1947 when the Johnsen family purchased a Liberty Ship after the
establishment of the War Ship Act of 1946 and became a public
company in 1979. Through its debtor and non-debtor subsidiaries,
International Shipholding now operates a diversified fleet of 21
U.S. and foreign flag vessels that provide domestic and
international maritime transportation services to commercial and
governmental customers primarily under medium to long-term
contracts. As of the Petition Date, International Shipholding
maintained offices in Mobile, Alabama, New Orleans, Louisiana, New
York, New York, and Tampa, Florida, as well as a network of
agencies in major cities worldwide.
ISH, which was formed as a Delaware corporation in 1978 and became
a public company in 1979, is the ultimate corporate parent of the
International Shipholding family of companies. International
Shipholding's fleet is operated by ISH's principal Debtor and
non-Debtor subsidiaries, including Central Gulf Lines, Inc.,
Waterman Steamship Corporation, Enterprise Ship Company, Inc., U.S.
United Ocean Services, LLC, CG Railway, Inc., LCI Shipholdings,
Inc., Sulphur Carriers, Inc., and East Gulf Shipholding, Inc.
Certain other of ISH's Debtor subsidiaries, including LMS
Shipmanagement, Inc. and N. W. Johnsen & Co., Inc., provide ship
management, ship charter brokerage, agency and other specialized
services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk Cape
Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands C.V.,
MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk
Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not
debtors in these Chapter 11 cases.
The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.
The Debtors disclosed total assets at $305.1 million and total debt
at $226.8 million as of March 31, 2016.
William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1, 2016, appointed three creditors to serve
on the official committee of unsecured creditors of International
Shipholding Corporation. The committee retained Pachulski Stang
Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as
financial advisor.
* * *
On Oct. 28, 2016, the Debtors filed a motion to sell certain assets
contained in the Specialty Business Segment. On Nov. 18, 2016, the
Bankruptcy Court entered an order approving the bidding and auction
procedures in connection with such sale. The auction was held on
Dec. 15, 2016. The Bankruptcy Court held a hearing to consider
approval of the sale on Dec. 20. On Jan. 30, 2017, the Bankruptcy
Court entered an order authorizing the sale. The sale closed on
Feb. 28, 2017.
On Nov. 14, 2016, the Debtors filed their Plan of Reorganization
and the Disclosure Statement. The Bankruptcy Court approved the
Disclosure Statement on January 10, 2017. On March 2, 2017, the
Bankruptcy Court entered an order confirming the Plan.
International Shipholding Corporation, et al., hit their target of
consummating their Chapter 11 Plan by July 3, 2017.
INTERPACE BIOSCIENCES: Posts $802K Net Income in 2023
-----------------------------------------------------
Interpace Biosciences, Inc. announced financial results for the
fourth quarter and full year ending Dec. 31, 2023.
For the three months ended Dec. 31, 2023, the Company reported net
income of $889,000, compared to a net loss of $1.56 million for the
three months ended Dec. 31, 2022. For the year ended Dec. 31,
2023, the Company reported net income of $802,000, compared to a
net loss of $21.95 million for the year ended Dec. 31, 2022.
For the fourth quarter, Interpace reported revenue of $10.3 million
and income from continuing operations of $0.8 million, a $2.2
million improvement over the prior year quarter's loss of $1.4
million. For the full year 2023, revenue and income from
continuing operations were $40.2 million and $1.1 million,
respectively.
"The Company achieved record test volume, test revenue, income, and
cash collections in the fourth quarter and full year 2023. For the
full year 2023, revenue increased 26% over the prior year, driven
by increased volume, additional commercial contracts, and
collection initiatives," said Chris McCarthy, chief financial
officer.
"2023 marked the 3rd consecutive year of price-adjusted revenue and
profitability growth for the Company," said Tom Burnell, president
and CEO. "Revenue and adjusted EBITDA for 2023 were $40.2 million
and $5.4 million ($4.5 million, net of one-time, non-recurring
charges), improving 26% and 463% versus the prior year,
respectively." Burnell further said, "Continued reliance by
physicians and patients on the use of molecular diagnostics for
risk stratification of pancreatic and thyroid cancer is evident
with continued adoption of the Company's PancraGEN and ThyGeNEXT +
ThyraMIR v2 tests."
Mr. Burnell added: "These results are even more impressive given
the challenges imposed upon numerous diagnostics companies in 2023
related to proposed changes to Medicare reimbursement for many
diagnostic tests, including Interpace's PancraGEN/PathFinderTG
assay for pancreatic cancer. While final decisions are still in
progress, I would like to congratulate the talent of the
organization for undistracted navigation through these
unprecedented events and for the overall success of the Company.
Our collective team is resilient, strong, and dedicated. They,
along with our physician, hospital, and laboratory partners are
committed to providing information that helps guide the treatment
of the patients we serve."
To further bolster the Company's ongoing commitment to patients by
providing high-value esoteric molecular diagnostic tests, Interpace
is also proud to announce that Dr. Nicole Massoll has joined our
Executive Leadership Team as Chief Medical Officer. Dr. Massoll is
a practicing Clinical and Anatomic Pathologist with added
certification in Cytopathology, a Professor of Pathology at a
top-rated academic hospital, and is a forerunner in the field of
digital pathology. "I am excited to be joining Interpace," stated
Dr. Massoll, "and I am very much looking forward to being involved
in all aspects of the business, including working with our existing
commercial, medical and scientific teams to provide guidance and
direction, not only for existing product improvement, but expansion
of new technologies to support the continued strong growth of
Interpace."
The Company expects to file its 10K the week of March 19, 2024.
The foregoing results are subject to final audit and adjustments,
of which none are anticipated.
Fourth Quarter and Full Year 2023 Financial Performance
For the Fourth Quarter of 2023 as Compared to the Fourth Quarter of
2022
* Net Revenue was $10.3 million, an increase of 23% from $8.3
million for the prior year quarter
* Gross Profit percentage was approximately 60% in both periods
* Operating Income was $1.3 million vs $0.1 million in the prior
year quarter
* Income from Continuing Operations was $0.8 million vs a loss
from continuing operations of $(1.4) million in the prior year
quarter
* Adjusted EBITDA was $1.5 million vs $0.6 million in the prior
year quarter
* Q4 2023 cash collections totaled $10.2 million
* December 31, 2023 cash balance was $3.5 million. December 31,
2022 cash balance was $4.8 million
For the Year Ended December 31, 2023 as Compared to the Year Ended
December 31, 2022
* Net Revenue was $40.2 million for 2023, a 26% increase over the
prior year period
* Gross Profit percentage increased to 59% from 57% in the prior
year
* Income from Continuing Operations was $1.1 million vs. a loss
from continuing operations of $(5.9) million in the prior year, an
improvement of $7.0 million. This improvement is driven by the
increase in revenue and gross profit versus the prior year
* Adjusted EBITDA was $4.5 million vs $(1.2) million in the prior
year
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1054102/000149315224009737/ex99-1.htm
About Interpace
Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com--
is
a company that provides molecular diagnostics, bioinformatics and
pathology services for evaluation of risk of cancer by leveraging
the latest technology in personalized medicine for improved patient
diagnosis and management. The Company develops and commercializes
genomic tests and related first line assays principally focused on
early detection of patients with indeterminate biopsies and at high
risk of cancer using the latest technology.
* * *
This concludes the Troubled Company Reporter's coverage of
Interpace Biosciences until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
JL TEXAS PALLETS: Brendon Singh Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 7 appointed Brendon Singh, Esq., at
Tran Singh, LLP as Subchapter V trustee for JL Texas Pallets &
Logistics LLC.
Mr. Singh will be paid an hourly fee of $500 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Singh declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brendon Singh, Esq.
Tran Singh, LLP
2502 LA Branch Street
Houston, TX 77004
Phone: 832-975-7300
Fax: 832-975-7301
Email: bsingh@ts-llp.com
About JL Texas Pallets & Logistics
JL Texas Pallets & Logistics, LLC is a new pallet manufacturer in
Houston, Texas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30802) on February
28, 2024, with $275,185 in total assets and $1,425,750 in total
debts. Jerry Marshal, JSM member, signed the petition.
Judge Jeffrey P. Norman oversees the case.
Robert C. Lane, Esq., at Tbe Lane Law Firm, represents the Debtor
as bankruptcy counsel.
KAST MEDIA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kast Media Inc.
7111 Hayvenhurst Ave
Van Nuys CA 91406
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10396
Debtor's Counsel: Leslie Cohen, Esq.
LESLIE COHEN LAW PC
1615-A Montana Avenue
Santa Monica CA 90403
Tel: 310-394-5900
Email: leslie@lesliecohenlaw.com
Total Assets as of Jan. 31, 2024: $699,789
Total Liabilities as of Jan. 31, 2024: $6,395,239
The petition was signed by Colin Thomson as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WE37WZY/Kast_Media_Inc__cacbke-24-10396__0001.0.pdf?mcid=tGE4TAMA
KLX ENERGY: Appoints Danielle Hunter to Board of Directors
----------------------------------------------------------
KLX Energy Services Holdings, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Board of Directors, at the recommendation of its Nominating and
Corporate Governance Committee, appointed Danielle Hunter as
director effective immediately, increasing the size of the Board
from seven to eight directors.
The Board designated Ms. Hunter as a Class II Director to serve
until the Company's 2026 Annual Meeting of Stockholders or her
earlier resignation, retirement or other termination of service.
Based upon information requested from and provided by Ms. Hunter
concerning her background, employment and affiliations, including
family relationships, the Board determined that Ms. Hunter does not
have any relationships that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director and that Ms. Hunter is "independent" as that term is
defined under the applicable rules and regulations of the
Securities and Exchange Commission and the listing requirements of
the Nasdaq Stock Market. There are no family relationships between
Ms. Hunter and any director or executive officer of the Company,
and there are no arrangements or understandings between Ms. Hunter
and any other persons pursuant to which she was appointed as a
director of the Company.
Ms. Hunter has been appointed as a member of the Nominating and
Corporate Governance Committee, effective as of February 28, 2024.
Ms. Hunter will receive the standard non-employee director
compensation for her service as a director. For a full description
of the compensation program for the Company's non-employee
directors, please see the Company's Definitive Proxy Statement
filed on March 28, 2023.
Ms. Hunter is the President of Berry Corporation (Nasdaq: BRY), an
upstream energy company engaged in the responsible development and
production of conventional oil reserves in the Western United
States. She joined Berry in January 2020 as Executive Vice
President, General Counsel and Corporate Secretary, a position she
held through her appointment as President effective January 1,
2023. Prior to joining Berry, Ms. Hunter served as Executive Vice
President, General Counsel, Corporate Secretary and Chief Risk and
Compliance Officer at C&J Energy Services, Inc. (now part of
Patterson UTI (Nasdaq: PTEN)), a well construction, completions,
and services company, where she provided strategic counsel on a
broad range of legal, business and operational matters. She served
at C&J from June 2011 through November 2019. From 2007 through
2011, Ms. Hunter practiced corporate law at Vinson & Elkins LLP
representing public and private companies in capital markets
offerings and mergers and acquisitions, primarily in the oil and
natural gas industry. She served as a judicial law clerk to U.S.
District Judge Tucker Melancon, U.S. District Court for the Western
District of Louisiana, after graduating Magna Cum Laude from Tulane
University Law School in 2006. Our Board benefits from Ms. Hunter's
extensive experience with corporate strategy, governance and
compliance, enterprise risk management and complex transactions
within both the oilfield services industry and upstream oil and gas
market.
About KLX Energy
KLX Energy Services Holdings, Inc. -- https://www.klxenergy.com/ --
is a provider of diversified oilfield services to leading onshore
oil and natural gas exploration and production companies operating
in both conventional and unconventional plays in all of the active
major basins throughout the United States. The Company delivers
mission critical oilfield services focused on drilling, completion,
production, and intervention activities for technically demanding
wells from over 60 service and support facilities located
throughout the United States. KLX's complementary suite of
proprietary products and specialized services is supported by
technically skilled personnel and a broad portfolio of innovative
in-house manufacturing, repair and maintenance capabilities.
As of September 30, 2023, KLX had $524.3 million in total assets
against $476.5 million in total liabilities.
* * *
As reported by the TCR on March 30, 2023, S&P Global Ratings
revised its outlook to positive from stable and affirmed its 'CCC+'
issuer credit rating on KLX Energy Services Holdings LLC. The
positive outlook reflects S&P's view that KLXE's credit measures
will continue to improve over the next 12 months, based on higher
demand and improved pricing for its products and services.
KLX ENERGY: Reports Net Loss of $9MM for 4th Quarter Ended Dec. 31
------------------------------------------------------------------
KLX Energy Services Holdings, Inc. has released its financial
results for the fourth quarter ended December 31, 2023.
Full Year 2023 Financial Highlights:
* Revenue of $888 million, an increase of 14% compared to
prior year despite a 20% decline in rig count over the same period
* Net income of $19 million, an increase of 719% compared to
prior year, and diluted income per share of $1.22
* Net income margin of 2%, a 645% increase from prior year
* Adjusted EBITDA of $138 million, an increase of 42% compared
to prior year
* Adjusted EBITDA margin of 16% compared to 2022 Adjusted
EBITDA margin of 12%
* Cash balance of $113 million, increased 96% compared to
prior year
* Total debt of $284 million, consistent with prior year
* Net Debt of $172 million, a $54 million or 24% reduction
compared to prior year
* Liquidity of $154 million, consisting of approximately $113
million of cash and nearly $42 million of available borrowing
capacity under the December 2023 asset-based revolving credit
facility (the "ABL Facility") borrowing base certificate,
representing a $53 million or 52% increase compared to prior year
* Net Leverage Ratio of 1.2x, reduced 47% from prior year
Fourth Quarter 2023 Financial Highlights:
* Revenue of $194 million
* Net loss of $(9) million and diluted loss per share of
$(0.58)
* Adjusted EBITDA of $23 million and Adjusted EBITDA margin of
12%
Chris Baker, KLX President and Chief Executive Officer, stated,
"2023 was a record year on numerous fronts marked by outstanding
operational performance, financial successes, post-COVID record HSE
statistics and significant strategic advancements, including the
commercialization of multiple proprietary offerings and the
acquisition of Greene's Energy Group. As we look forward to 2024,
we currently expect our first quarter results to be negatively
impacted by normalized seasonality, the Polar Vortex in January and
safety standdowns for two separate customers due to non-KLX safety
incidents. Based on our current schedules, we expect to exit the
first quarter on a strong monthly run-rate and to approach 2023
levels of quarterly revenue and Adjusted EBITDA in the second
quarter and beyond.
"We believe KLX, and the oilfield services industry in general, is
positioned exceptionally well as we move further into 2024," added
Baker. "More specifically, the forward natural gas strip is highly
constructive into 2025 and 2026 due to the much-anticipated
incremental LNG offtake demand. Global LNG demand is expected to
double over the next two years and we believe this increase will
drive incremental natural gas-directed activity that will
ultimately lift and support service pricing and utilization across
all basins.
"We are proud of our track record of driving free cash flow and
believe the exceptional caliber of our team and service offerings
positions us to capture a greater portion of customer spending,
particularly amongst the largest, most active, and well-capitalized
operators in the US onshore market.
"On behalf of all of us at KLX, I am excited to welcome Ms.
Danielle Hunter to the Board. Danielle is an accomplished executive
and brings expertise specific to the oilfield services we provide
at KLX. She possesses core competencies in corporate law and in her
current role as President of Berry Corporation, she will add a
unique viewpoint into the upstream market. The Board and Management
look forward to her contributions and insights," concluded Baker.
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/444xtsxc
About KLX Energy
KLX Energy Services Holdings, Inc. -- https://www.klxenergy.com/ --
is a provider of diversified oilfield services to leading onshore
oil and natural gas exploration and production companies operating
in both conventional and unconventional plays in all of the active
major basins throughout the United States. The Company delivers
mission critical oilfield services focused on drilling, completion,
production, and intervention activities for technically demanding
wells from over 60 service and support facilities located
throughout the United States. KLX's complementary suite of
proprietary products and specialized services is supported by
technically skilled personnel and a broad portfolio of innovative
in-house manufacturing, repair and maintenance capabilities.
As of September 30, 2023, KLX had $524.3 million in total assets
against $476.5 million in total liabilities.
* * *
As reported by the TCR on March 30, 2023, S&P Global Ratings
revised its outlook to positive from stable and affirmed its 'CCC+'
issuer credit rating on KLX Energy Services Holdings LLC. The
positive outlook reflects S&P's view that KLXE's credit measures
will continue to improve over the next 12 months, based on higher
demand and improved pricing for its products and services.
KOZUBA & SONS: Ruediger Mueller of TCMI Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI,
Inc. as Subchapter V trustee for Kozuba & Sons Distillery, Inc.
Mr. Mueller 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. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
TCMI, Inc.
1112 Watson Court
Reunion, FL 34747
Phone: (678) 863-0473
Fax: (407) 540-9306
Email: truste@tcmius.com
About Kozuba & Sons Distillery
Kozuba & Sons Distillery, Inc., a company in Pinellas Park, Fla.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 24-01003) on February 28, 2024,
with $1 million to $10 million in both assets and liabilities.
Jakub Kozuba, vice president, signed the petition.
Judge Roberta A. Colton presides over the case.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A.
is the Debtor's legal counsel.
KRAFTEX FLOOR: Robert Handler Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 11 appointed Robert Handler of
Commercial Recovery Associates, LLC as Subchapter V trustee for
Kraftex Floor Corporation.
Mr. Handler will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Handler declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert P. Handler
Commercial Recovery Associates, LLC
205 West Wacker Drive, Suite 918
Chicago, IL 60606
Tel: (312) 845-5001 x221
Email: rhandler@com-rec.com
About Kraftex Floor
Kraftex Floor Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-03038) on March 1, 0224, with up to $50,000 in assets and up to
$1 million in liabilities.
A. Benjamin Goldgar presides over the case.
Ben L. Schneider, Esq., at Schneider & Stone represents the Debtor
as legal counsel.
LEARNING CARE: Moody's Affirms 'B3' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings affirmed all ratings for Learning Care Group (US)
No. 2 Inc. including the B3 Corporate Family Rating, B3-PD
Probability of Default Rating, as well as the B2 ratings for its
senior secured first lien credit facilities consisting of a $115
million revolver due 2028 and a $900 million term loan due 2028.
The outlook remains stable.
The 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 year. Moody's lease adjusted debt-to-EBITDA is about 4x
(including American Rescue Plan "ARPA" coronavirus-related grants
in EBITDA) for the LTM period ended December 31, 2023. Without
grants in EBITDA, leverage would be higher in the low 5x range. 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 the fiscal year ended June 30,
2024 (FY24) and none starting FY25. Aggregate center occupancy
rates at year end 2023 were trending in the mid 60% range versus
the low 70% level pre-pandemic, and Moody's expects occupancy rates
to continue to improve over the course of 2024. This, along with a
pricing increase, and the meaningful increase in center counts over
the last couple of years will contribute to earnings (without
grants) growth over the next year. Moody's expects debt-to-EBITDA
leverage (excluding ARPA grants) will decline through earnings
growth to below 5x over the next year. However, Moody's views the
likelihood of a re-leveraging transaction over the next 12 to 18
months as high. Learning Care will likely want to address the
preferred equity issued as part of the dividend recapitalization
transaction in 2018 ($317 million original amount; roughly $520
million outstanding as of December 31, 2023) that is accruing
pay-in-kind dividend at a very high single digit percentage. The
preferred equity does not have a set maturity date but the dividend
rate will start to increase after seven years in 2025 and the
holders can require redemption in an event such as a sale or IPO.
Moody's believes these terms create an incentive to fully or
partially redeem the preferred stock, which could create leveraging
event risk. Moody's expects that even with a full redemption of the
preferred equity in FY25, credit metrics will remain in-line with
the B3 CFR.
The affirmation of the B3 CFR also reflects Moody's expectation
that the company will maintain good liquidity over the next year
with cash of roughly $112 million at December 31, 2023, access to
the undrawn $115 million revolver due 2028 as well as an
expectation for modest free cash flow generation over the next
year. This liquidity will provide ample support for the roughly $9
million of amortization for its first lien term loan. The expected
free cash flow as a percentage of Moody's debt is in the low single
digit percentage, which is in-line with what Moody's expects for
its B3 CFR.
RATINGS RATIONALE
Learning Care's B3 CFR reflects moderately high leverage with
Moody's lease adjusted debt-to-EBITDA of about 4x (including ARPA
grants in EBITDA) for the 12 months ended (LTM) December 2023.
Without grants, debt-to-EBITDA leverage would be in the low 5x for
the LTM period. Moody's expects debt-to-EBITDA leverage (excluding
grants) will decline with earnings growth to below 5x over the next
year. 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 including the potential for a re-leveraging transaction
to address the growing PIK preferred equity that is held by an
investment firm other than American Securities. However, the rating
is supported by Learning Care's established position, large scale
within the childcare and early childhood education industry, broad
geographic diversity within the U.S., and well-recognized brands.
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.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that any re-leveraging
transaction over the next 12 to 18 months will result in the
company's credit metrics remaining within the range Moody's expects
for the current rating category. Additionally, the stable outlook
reflects Moody's expectation for good liquidity over the next year
with a sizable cash balance, modestly positive free cash flow, and
an undrawn revolver.
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.
Re-leveraging transactions such as 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.
Learning Care is a provider of early childhood education and
childcare services. The company operates about 1,078 centers across
the United States at year end 2023. The company has been owned by
the private equity firm American Securities LLC since 2014. LTM
revenue as of December 31, 2023 was $1.5 billion.
LIA'S TRANSPORT: Brian Hofmeister Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Brian Hofmeister,
Esq., as Subchapter V trustee for Lia's Transport, Inc.
Mr. Hofmeister will be paid an hourly fee of $400 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Hofmeister declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brian W. Hofmeister, Esq.
3131 Princeton Pike
Building 5, Suite 110
Lawrenceville, NJ 08648
Phone: (609) 890-1500
Email: bwh@hofmeisterfirm.com
About Lia's Transport
Lia's Transport, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-11811) on February
27, 2024, with $1 billion to $10 billion in assets and $500 million
to $1 billion in liabilities.
Judge Michael B. Kaplan oversees the case.
Bruce H. Levitt, Esq., at Levitt & Slafkes, P.C. represents the
Debtor as legal counsel.
LIQUIDMETAL TECHNOLOGIES: Incurs $2 Million Net Loss in 2023
------------------------------------------------------------
Liquidmetal Technologies, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $2.05 million on $510,000 of total revenue for the year
ended Dec. 31, 2023, compared to a net loss of $2.39 million on
$383,000 of total revenue for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $31.84 million in total
assets, $1.25 million in total liabilities, and $30.59 million in
total shareholders' equity.
Cash used in operating activities totaled $1,313,000 for the year
ended Dec. 31, 2023 and $1,776,000 for the year ended Dec. 31,
2022. The cash was primarily used to fund operating expenses
related to our business and product development efforts.
Cash provided by investing activities totaled $7,881,000 for the
year ended Dec. 31, 2023 and cash used in investing activities
totaled $258,000 for the year ended Dec. 31, 2022. Cash used in
investing activities primarily consist of purchases and sales of
debt securities in line with its investment strategy.
Cash provided by financing activities totaled $212,000 for the year
ended Dec. 31, 2022 and $0 for the year ended Dec. 31, 2023.
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/0001141240/000143774924007453/lqmt20231231_10k.htm
About Liquidmetal Technologies
Lake Forest, California-based Liquidmetal Technologies, Inc. --
http://www.liquidmetal.com-- is a materials technology company
that develops and commercializes products made from amorphous
alloys. The Company's family of alloys consists of a variety of
bulk alloys and composites that utilize the advantages offered by
amorphous alloys technology. The Company designs, develops and
sells products and custom parts from bulk amorphous alloys to
customers in a wide range of industries. The Company also
partners
with third-party manufacturers and licensees to develop and
commercialize Liquidmetal alloy products.
Liquidmetal reported a net loss of $3.38 million in 2021, a net
loss of $2.64 million in 2020, and a net loss of $7.43 million in
2019.
MARCHEY GROUP: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division, authorized Marchey Group, Inc. to use
cash collateral, on an interim basis, in accordance with the
budget.
The Debtor has experienced a year-on-year increase in revenue since
2015, but ventured into the aftermarket product space, purchasing
and holding its own inventory. However, issues with overseas
manufacturers and quality control issues affected the company's
ability to generate reliable revenue. The Debtor turned to loans
for liquidity, including merchant cash advance loans, but these
loans put a strain on the company's liquidity.
Of the various loans obtained by the Debtor pre-petition, the
Debtor has identified loans with the five lenders backed by a
perfected security interest. These lenders are Amazon,
SellersFunding, FundingCircle, New Capital Group, and LG Capital
Investment.
In addition to the Lenders, the Debtor has identified several
additional loan agreements that purport to contain a pledge of
collateral, but the creditors appear to have not filed any UCC
financing statement. These creditors include Goldman Sachs Bank
USA, Alliance Funding Group, Fundation Group LLC, and WebBank.
With regard to senior secured loans of Amazon, Amazon issued three
separate loans to the Debtor pre-petition and was the first to file
a UCC financing statement against the Debtor.
Based on the Debtor's balance sheet prepared as of the Petition
Date as of the Petition Date, only Amazon is fully secured,
SellersFunding is partially secured, and the balance of the Lenders
are wholly unsecured. Specifically, according to the Balance Sheet,
the Company's current assets as of the Petition Date were $363,878
and the balance of the three Amazon loans totaled $184,826. Thus,
for the purposes of the Budget only, the Company calculated
SellersFunding as partially secured in the amount of $179,411. This
calculation was prepared for the limited purpose of calculating
adequate protection payments during the initial 13-week Budget
period and the Company reserves all rights to challenge the secured
status of any creditor in the chapter 11 case.
In accordance with the Budget, the Debtor is authorized to make the
following adequate protection payments to the Lenders:
1. Amazon (three loans) - per agreement; in amounts as set forth in
the budget and
2. SellersFunding - $1,000 per week.
The Court does not authorize any adequate protection payments to
creditors FundingCircle, NewCo Capital Group LLC, or LG Capital
Investment.
A final hearing on the matter is set for April 9, 2024 at 1:30
p.m.
A copy of the motion is available at https://urlcurt.com/u?l=p5g8Mh
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=FII5rc
from PacerMonitor.com.
About Marchey Group, Inc.
Marchey Group, Inc. is an appliance, HVAC, plumbing and lawn garden
distribution group.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10326) on March 1,
2024. In the petition signed by Maruf Bakhramov, president, the
Debtor disclosed $413,735 in assets and $3,007,050 in liabilities.
Judge Martin R Barash oversees the case.
Keith Patrick Banner, Esq., at Greenberg Glusker Fields Claman &
Machtinger, represents the Debtor as legal counsel.
MARKING SPECIALISTS: Neema Varghese Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Neema Varghese of NV
Consulting Services as Subchapter V trustee for Marking
Specialists/Polymer Technologies, Inc.
Ms. Varghese will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Varghese declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Neema T. Varghese
NV Consulting Services
701 Potomac, Ste. 100
Naperville, IL 60565
Tel: (630) 697-4402
Email: nvarghese@nvconsultingservices.com
About Marking Specialists/Polymer
Marking Specialists/Polymer Technologies, Inc., a company in
Buffalo Grove, Ill., offers professional graphic design services to
produce images and artwork tailored to its client's specifications.
It provides products in Durographics, DuroArmor, DuroChrome, and
DuroLume.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02556) on February
23, 2024, with $323,382 in assets and $3,009,859 in liabilities.
Clifford A. Modlin, president, signed the petition.
Judge David D. Cleary presides over the case.
Lester A. Ottenheimer III, Esq., at Ottenheimer Law Group, LLC
represents the Debtor as bankruptcy counsel.
MBIA INC: Anthony McKiernan Steps Down as EVP, CFO
--------------------------------------------------
MBIA Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on March 7, 2024, the
Company (together with its subsidiaries) entered into a Separation
Agreement with its Executive Vice President and Chief Financial
Officer, Anthony McKiernan.
Under the Separation Agreement, effective April 30, 2024, McKiernan
will step down from his position as Chief Financial Officer and
will resign from all of his other positions with the Company. Bill
Fallon, MBIA's Chief Executive Officer stated, "We will miss
Anthony and wish him great success in his future pursuits. Anthony
has made tremendous contributions to MBIA and his leadership has
been integral to the company successfully navigating its key
challenges."
Joseph Schachinger, currently the Company's Controller, will
replace McKiernan as Chief Financial Officer effective April 30,
2024. Prior to being named Controller in May of 2017, Schachinger
served as Deputy Controller since 2009. Schachinger joined the
Company in 2000 as a Vice President in the Controller's Group.
Under the Separation Agreement, McKiernan will receive, subject to
the execution of an acceptable general release, a one-time
severance payment, consistent with the Company's severance
practices for employees, following his last day of employment. For
the 2023 performance year, following his last day of employment,
McKiernan will be entitled to receive a cash payment in lieu of the
long term incentive ("LTI") restricted stock award for the year at
the target LTI amount. For the 2024 performance year, following his
last day of employment, McKiernan will be entitled to receive a
cash performance bonus at his pro-rata target bonus amount for the
year, and, in lieu of the LTI restricted stock award for the year,
a cash payment at the pro-rata target LTI amount. In addition, no
earlier than ten months from his last day of employment, McKiernan
will receive a cash payment in lieu of the pension contribution the
Company would have made in respect of the eligible compensation
that will be paid to him in 2024. Finally, in connection with
McKiernan's separation, McKiernan's unvested time-vesting
restricted stock and unvested earned performance restricted stock
will become vested, and his outstanding performance restricted
stock that are subject to uncompleted performance periods will
remain outstanding through the end of the applicable performance
periods, and any earned shares in respect of such performance
periods will be settled as provided in the applicable restricted
stock agreement, and will be fully-vested on settlement. The
Separation Agreement contains certain customary covenants regarding
confidentiality and a non-disparagement covenant.
A full text of the Separation Agreement is available at
https://tinyurl.com/577r7btu
About MBIA
MBIA Inc., together with its consolidated subsidiaries, operates
within the financial guarantee insurance industry. MBIA manages
its business within three operating segments: 1) United States
public finance insurance; 2) corporate; and 3) international and
structured finance insurance. The Company's U.S. public finance
insurance portfolio is managed through National Public Finance
Guarantee Corporation, its corporate segment is managed through
MBIA Inc. and several of its subsidiaries, including its service
company, MBIA Services Corporation, and its international and
structured finance insurance business is primarily managed through
MBIA Insurance Corporation and its subsidiaries.
MBIA reported a net loss attributable to the Company of $195
million in 2022, a net loss attributable to the Company of $445
million in 2021, and a net loss attributable to the Company of $578
million in 2020.
* * *
Egan-Jones Ratings Company on September 28, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by MBIA Inc.
METHANEX CORP: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Methanex Corporation's Long-Term Issuer
Default Rating (IDR) at 'BB+' and all associated debt at
'BB+'/'RR4'. The Rating Outlook is Stable.
The 'BB+' rating reflects Methanex's position as the largest global
supplier of methanol, with a global distribution network and 11.1
million metric tons (MT) in production capacity, pro forma for its
Geismar 3 (G3) expansion. The ratings also reflect the company's
portfolio high grading, good historical financial performance, and
solid historical FCF and leverage metrics.
Offsetting considerations include methanol's sensitivity to crude
and natural gas prices and China's demand, particularly at
methanol-to-olefins (MTO) facilities, and the expense associated
with maintaining shipping and storage facilities. The Stable
Outlook reflects a stable demand environment, with realized prices
sufficient to allow the company to repay upcoming maturities with
internally generated cash while maintaining a more conservative
medium-term capital deployment policy.
KEY RATING DRIVERS
Supportive Methanol Price Environment: Although Methanex's average
realized price fell to $333/MT in 2023 from $397 in 2022, the
company benefitted from a recovery in prices during 4Q23. Fitch
anticipates stable pricing in 2024. A continued soft market for
olefins should be offset by incremental use of methanol as a marine
fuel. Beyond 2024, Fitch expects that Methanex's realized pricing
will trend toward its long run average of $350/ton, as demand
continues to grow from both economic growth and also from
additional penetration into the fuel markets.
Limited Impact from G3 Project Delay: Fitch expects that Methanex
will complete repairs to the G3 production facility, bring it
online and ramp production by the end of 3Q24. Moreover, Fitch
expects that costs related to replacement and repair of damaged
refractory bricks and any other repairs to the unit will be covered
within the original $1.3 billion budget. At an estimated $772/MT,
the brownfield G3 project has a number of cost advantages,
including shared storage and terminal facilities, procurement
synergies, and amortization of other fixed costs over a larger
production base. The capacity increase associated with the project
may deter competitors from investing in capacity additions over the
next several years until there is sufficient market tightness.
Improving Leverage Profile: Fitch expects that Methanex's leverage
profile will continue to improve through 2024 as the company repays
its $300 million unsecured note maturing in December 2024 from a
combination of internally generated cash and a draw on its
revolving credit facility, thereby leading to structurally lower
funded debt. Additionally, Methanex successfully funded its G3
expansion with little to no incremental debt, maintaining $300
million in availability under its revolver as of YE 2023. Fitch
believes that given the current demand profile, the company's
EBITDA leverage will approach 2.5x by YE 2026.
FCF Generation to Improve: Methanex's position as a low-cost
producer has allowed it to achieve generally favorable cash
generation, with cash outlays often directed toward capital
expenditures and a steady dividend. Pressured FCF generation
followed the large decline in methanol prices in the onset of the
coronavirus pandemic, and Methanex proactively cut dividends and
share repurchases, while deferring capital spending, including G3,
in order to conserve liquidity. Methanex since resumed and is
concluding G3 spending; as such, Fitch expects capital spending to
decline to maintenance levels of approximately $150 million
annually after 2024. Fitch expects Methanex to prioritize its FCF
to address upcoming debt maturities, and then to fund share
repurchases.
Energy Applications Drive Profitability: Methanol prices are
volatile and correlated to oil prices, while methanol's feedstock
costs are linked to natural gas and coal prices in Asia. As a
result, sharp declines in the oil/gas price ratio can periodically
pressure the credit. Methanol demand is increasingly driven by
methanol for energy applications, which, prior to the downturn, had
been the fastest growing component of demand. These applications
also include MTO plants, gasoline blendstocks to increase octane
(MTBE), a substitute for bunker fuel, and industrial boiler fuel.
Energy applications for methanol are sensitive to demand in China,
particularly MTO, which could cap methanol prices.
Low Cost Producer: Methanex is the largest global supplier of
methanol, with 11.1 million MT in current production capacity (pro
forma G3), and sales of 11.2 million MT in 2023, or about 12% of
the methanol market. Natural gas is the main feedstock and is its
single largest expense. Methanex's portfolio benefits from low
cost/stranded gas. The company's plants outside North America have
credit-friendly contract structures, which include a low initial
fixed gas price, plus a variable component that is shared between
Methanex and the gas supplier as methanol prices rise. This
structure is countercyclical as it lowers the company's costs in a
down-cycle in exchange for surrendering some methanol price-related
gains on the upside. Methanex's North American plants (Geismar 1 &
2, and Medicine Hat, Canada) lack these features but benefit from
advantaged gas prices in the region.
DERIVATION SUMMARY
Relative to the IG chemical companies, Methanex has exhibited
higher cash flow volatility. The company's single product focus on
methanol means it is less diversified than integrated chemical
producers such as Celanese Corp (BBB-/Stable) and Olin Corporation
(BBB-/Stable). However, relative to its peer Consolidated Energy
Limited (CEL, BB-/Stable), Methanex exhibits greater scale and less
volatility, as Methanex does not have exposure to the volatile
fertilizer end market. Both Methanex and CEL have pursued expansion
opportunities, with Methanex largely completing its G3 plant
expansion and CEL acquiring an additional stake in Oman Methanol
Company.
Methanex's YE 2023 EBITDA leverage of 3.5x compares favorably to
peer CEL's at 6.5x. Fitch anticipates that Methanex's leverage will
decline to approximately 2.6x at YE 2024 as methanol prices
improve, the G3 complex ramps to capacity and as the company repays
upcoming maturities. By contrast, Fitch expects CEL's EBITDA
leverage to improve but still stay elevated at 5.1x at YE 2024,
remaining temporarily outside its downgrade sensitivity of 4.5x.
KEY ASSUMPTIONS
- Methanol prices of $335/ton in 2024, in-line with 2023, returning
to long-term average of $350/ton by 2025, supported by increased
fuel and MTO demand;
- G3 repairs and expansion completed and operational by the end of
3Q24; no other major capacity expansions undertaken over the
forecast period;
- Methanex repays $300 million note due December 2024 through a
combination of cash and revolver borrowings, and refinances the
majority of the $700 million note due 2027;
- Share repurchases of $80 million-$100 million/year; dividends
remain stable.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Mid-cycle EBITDA Leverage durably below 2.5x;
- Increased product diversification.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Mid-cycle EBITDA leverage durably above 3.5x, potentially due to
a sustained trough in methanol prices and a lower demand for MTO
production;
- Sustained disruption in operations of major facilities.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity. As of 4Q23, Methanex had $458 million in readily
available cash and $300 million of availability under its revolving
credit facility. In 2023, Methanex funded the costs related to the
G3 construction with internally generated cash, as the company did
not have a need to draw on the $300 million construction facility.
Fitch expects that Methanex will fund the remaining $60
million-$110 million of G3 construction costs and additional repair
costs from cash on hand, while repaying its 2024 $300 million note
with a combination of cash and a temporary draw on its revolver.
Beyond this December 2024 note, maturities are well-staggered in
2027 and 2029. Beyond these maturities, Methanex has approximately
$156 million in limited recourse debt tied to its ocean vessels
maturing in 2031-2036, and a longer-term note due 2044.
ISSUER PROFILE
Methanex is the world's largest supplier of methanol, with
approximately 11.1 million metric tons (MT) of nameplate production
capacity, pro forma for recent additions, across New Zealand, the
U.S., Trinidad, Egypt, Canada, and Chile. Its low-cost position is
driven by access to cheap/stranded natural gas feedstocks and
advantageous contract structures.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Methanex Corp. LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
METRONET INFRASTRUCTURE: Fitch Gives 'BB-(EXP)sf' Rating on C Notes
-------------------------------------------------------------------
Fitch Ratings has issued a presale report for Metronet
Infrastructure Issuer LLC's Secured Fiber Network Revenue Notes,
Series 2024-1.
Fitch expects to rate the transaction and assign Rating Outlooks as
follows:
- $344,600,000 series 2024-1, class A-2, 'Asf'; Outlook Stable;
- $47,700,000 series 2024-1, class B, 'BBBsf'; Outlook Stable;
- $96,00,000 series 2024-1, class C, 'BB-sf'; Outlook Stable.
The ratings on all existing notes are subject to affirmation
concurrent with the transaction close and the assignment of final
ratings.
TRANSACTION SUMMARY
The transaction is a securitization of subscription and contract
payments derived from an existing fiber-to-the-premises (FTTP)
network. Collateral assets include conduits, cables, network-level
equipment, access rights, customer agreements, transaction accounts
and a pledge of equity from the asset entities. Debt is secured by
net revenue from operations and benefits from a perfected security
interest in the securitized assets.
The collateral consists of high-quality fiber lines that support
the provision of internet, cable and phone services to a network of
approximately 480,000 customers across 14 states; these assets
represent approximately 89.8% of the sponsor's business based on
the percentage of revenue generated. For the markets contributed to
the transaction, the majority of the subscriber base, comprising
29.0% of annualized run rate revenue (ARRR), is located in Indiana,
although the base is spread across a few distinct markets within
the state.
Since the previous issuance in October 2023, the collateral
networks are backed by an additional 47,850 subscribers and include
131,785 newly-passed premises, primarily from organic growth within
previously contributed markets. New markets account for 0.7% of
ARRR, including markets in two new states, Colorado (ARRR: 0.2%)
and Missouri (ARRR: 0.0%).
The ratings reflect a structured finance analysis of cash flows
from the ownership interest in the underlying fiber optic network,
rather than an assessment of the corporate default risk of the
ultimate parent, Metronet Holdings, LLC.
KEY RATING DRIVERS
Net Cash Flow and Leverage: Fitch's net cash flow (NCF) on the pool
is $307.9 million, implying a 14.9% haircut to issuer NCF in the
base case. The debt multiple relative to Fitch's NCF on the rated
classes is 10.0x, versus the debt/issuer NCF leverage of 8.5x.
Credit Risk Factors: Major factors affecting Fitch's determination
of cash flow and maximum potential leverage (MPL) include: the high
quality of the underlying collateral networks; scale and diversity
of the customer base, market position and penetration; capability
of the operator; and strength of the transaction structure.
Technology-Dependent Credit: Due to the specialized nature of the
collateral and potential for changes in technology to affect
long-term demand for digital infrastructure, the senior classes of
this transaction do not achieve ratings above 'Asf'. The securities
have a rated final payment date 30 years after closing, and the
long-term tenor of the securities increases the risk that an
alternative technology, rendering obsolete the current transmission
of data through fiber optic cables, will be developed. Fiber optic
cable networks are currently the fastest and most reliable means to
transmit information, and data providers continue to invest in and
utilize this technology.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Declining cash flow as a result of higher expenses, customer churn,
lower market penetration, declining contract rates or the
development of an alternative technology for the transmission of
data could lead to downgrades.
Fitch's base case NCF was 14.9% below the issuer's underwritten
cash flow. A further 10% decline in Fitch's NCF indicates the
following ratings based on Fitch's determination of MPL: Class A-2
from 'Asf' to 'BBB+sf'; class B from 'BBBsf' to 'BBB-sf'; class C
from 'BB-sf' to 'B+sf'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Increasing cash flow without an increase in corresponding debt,
from rate increases, additional customers, or contract amendments
could lead to upgrades.
A 10% increase in Fitch's NCF indicates the following ratings based
on Fitch's determination of MPL: Class A-2 from 'Asf' to 'Asf';
class B from 'BBBsf' to 'Asf'; class C from 'BB-sf' to 'BB+sf'.
Upgrades are unlikely for these transactions given the provision
for the issuer to issue additional notes, which rank pari passu or
subordinate to existing notes, without the benefit of additional
collateral. In addition, the transaction is capped in the 'Asf'
category, given the risk of technological obsolescence
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MFG PRESTIGE: Sam Della Fera Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Sam Della Fera, Jr.,
Esq., at Chiesa, Shahinian & Giantomasi, PC, as Subchapter V
trustee for MFG Prestige Auto Group.
Mr. Della Fera will be paid an hourly fee of $450 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Della Fera declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Sam Della Fera, Jr., Esq.
Chiesa, Shahinian & Giantomasi, PC
One Boland Drive
West Orange, NJ 07052
Phone: 973-530-2076
Email: sdellafera@csglaw.com
About MFG Prestige Auto Group
MFG Prestige Auto Group filed Chapter 11 petition (Bankr. D.N.J.
Case No. 24-11727) on Feb 23, 2024, with $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities.
Anthony Sodono, III, Esq., at Mcmanimon, Scotland & Baumann, LLC
represents the Debtor as legal counsel.
MOLINA HEALTHCARE: Moody's Ups Rating on Sr. Unsecured Debt to Ba2
------------------------------------------------------------------
Moody's Ratings has upgraded the senior unsecured debt ratings of
Molina Healthcare, Inc. (Molina, NYSE: MOH) to Ba2 from Ba3 and the
insurance financial strength (IFS) ratings of six of Molina's
regulated insurance operating subsidiaries to Baa2 from Baa3. The
outlook is stable.
RATINGS RATIONALE
The upgrade of Molina's ratings reflects its reduced leverage in
recent years, despite making eight acquisitions. Moody's noted that
Molina has low leverage relative to its publicly traded peers. The
upgrade also reflects Molina's consistent profitability and strong
EBITDA coverage of interest. Leverage, profitability and EBITDA
coverage are all operating within investment grade parameters.
Moody's also noted that the company's growth strategy has enhanced
its geographic diversification as it now operates in 21 states
versus 18 in 2020. Ultimately, according to Moody's, the upgrade
reflects its strong and disciplined management team.
While the company is performing at a high level, there remain
constraints on the rating. Molina remains concentrated in Medicaid,
which comprises 91% of its membership and 81% of its revenues. In
addition, Molina, with 5 million members and $34 billion in revenue
in 2023, is small relative to its higher rated peers. Another
constraint is Molina's low level of risk-based capital. While its
RBC ratios are well above regulatory requirements, it is far below
its higher rated peers. In fact, these constraints, if they
persist, create a challenge for further upgrades, despite the
overall strong performance of the company.
There are other short-term headwinds as well. With the commencement
of Medicaid redeterminations on April 1, 2023, Medicaid membership
declined 6% and will decline further until the redetermination
process concludes midway through 2024. In addition, Molina
announced that it was not awarded a renewed Medicaid contract in
Virginia, which serves approximately 140,000 people, but then won a
new contract in Texas that would more than offset the potential
loss. Moody's anticipates that Molina will generate premium revenue
growth of over 20% in 2024 due to the impact of acquisitions, new
Medicaid contracts and organic growth.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a rating upgrade include: (i) improved
diversification beyond the company's concentration in Medicaid and
(ii) adjusted debt-to-capital sustained below 40% with a well
laddered debt structure, and adjusted debt/EBITDA sustained below
1.5x; (iii) maintaining a Moody's adjusted EBITDA margin above 5%
along with consistent margins in all segments; (iv) The RBC ratio
on company action level (CAL) basis sustained above 175%.
Factors that could lead to a rating downgrade include: (i) a
material decline in profitability, with a Moody's adjusted EBITDA
margin below 4.0%; (ii) debt-to-capital sustained above 45% and
debt/EBITDA sustained above 2.5x; (iii) persistent membership
declines or the unexpected loss(es) of significant Medicaid
contracts; (iv) The RBC ratio on a CAL basis sustained below 140%.
LIST OF AFFECTED RATINGS
Issuer: Molina Healthcare, Inc.
Upgrade:
Senior unsecured, upgraded to Ba2 from Ba3
Outlook Action:
Outlook remains Stable
Issuer: Molina Healthcare of California
Upgrade:
Insurance financial strength, upgraded to Baa2 from Baa3
Outlook Action:
Outlook remains Stable
Issuer: Molina Healthcare of Michigan, Inc.
Upgrade:
Insurance financial strength, upgraded to Baa2 from Baa3
Outlook Action:
Outlook remains Stable
Issuer: Molina Healthcare of New Mexico, Inc.
Upgrade:
Insurance financial strength, upgraded to Baa2 from Baa3
Outlook Action:
Outlook remains Stable
Issuer: Molina Healthcare of Ohio, Inc.
Upgrade:
Insurance financial strength, upgraded to Baa2 from Baa3
Outlook Action:
Outlook remains Stable
Issuer: Molina Healthcare of Texas, Inc.
Upgrade:
Insurance financial strength, upgraded to Baa2 from Baa3
Outlook Action:
Outlook remains Stable
Issuer: Molina Healthcare of Washington, Inc.
Upgrade:
Insurance financial strength, upgraded to Baa2 from Baa3
Outlook Action:
Outlook remains Stable
The principal methodology used in these ratings was US Health
Insurers published in February.
Molina Healthcare, Inc. is headquartered in Long Beach, California.
In 2023 total revenue was $34.1 billion and net income $1.1 billion
and total equity finished the year at $4.2 billion. Medical
membership at year-end 2023 was approximately 5.0 million.
MR. TORTILLA: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Mr.
Tortilla, Inc.
The committee members are:
(1) Simpler Postage, Inc. (dba EasyPost)
Representative: Peter Chess
2889 Ashton Boulevard, Ste. 325
Lehi, UT 84043
Tel: (628) 203-8496
Email: legal@easypost.com
(2) Jeeves
Alexander Grimwood
2035 Sunset Lake Road, Ste. B-2
Newark, DE 19702
Tel: +442045794908
Email: alexg@tryjeeves.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 Mr. Tortilla
Mr. Tortilla, Inc. operates bakeries and tortilla manufacturing
business in San Fernando, Calif.
The Debtor filed Chapter 11 petition (Bankr. C.D. Calif. Case No.
24-10228) on February 14, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Anthony
Alcazar, president, signed the petition.
Judge Victoria S. Kaufman oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is the Debtor's bankruptcy counsel.
MUSTANG SHOP: Jeanne Goddard of NGS Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 15 appointed Jeanne Goddard, a
certified public accountant at NGS, LLP, as Subchapter V trustee
for The Mustang Shop Of San Diego, Inc.
Ms. Goddard will be paid an hourly fee of $260 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Goddard declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanne Goddard, CPA, CFE, CIRA
NGS, LLP
6120 Paseo Del Norte Suite A-1
Carlsbad, CA 92011
Phone: (760) 930-0282
Email: jgoddard@NGSLLP.com
About The Mustang Shop of San Diego
The Mustang Shop of San Diego, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case
No. 24-00637) on February 27, 2024, with up to $50,000 in assets
and up to $1 million in liabilities.
Judge Christopher B. Latham presides over the case.
Andrew S. Bisom, Esq., at Bisom Law Group represents the Debtor as
bankruptcy counsel.
NEPTUNE WELLNESS: Michael De Geus Named Interim President, CEO
--------------------------------------------------------------
Neptune Wellness Solutions Inc. announced the Company's Board of
Directors has named Board member Michael De Geus interim president
and chief executive officer, effective immediately.
Mr. De Geus has served as an integral member of the previously
disclosed Restructuring Committee of the Board of Directors
following the furlough and departure of Michael Cammarata, who
served as president and chief executive officer since 2019.
Additionally, the Company's Board of Directors has named Cedrick
Billequey, currently general manager of Neptune's subsidiary
Biodroga Nutraceuticals, Inc., interim chief operating officer of
Neptune. He will continue his role at Biodroga concurrently with
his interim appointment.
Mr. De Geus has been a director of Neptune since April 2020. He is
a highly accomplished security executive with almost 20 years of
domestic and international safety, protection and entrepreneurship
experience. His 12-year career with the United States Secret
Service afforded him the opportunity to become an expert in the art
of protection and problem solving where he focused on safeguarding
people, places and things all over the world. He is experienced in
leading Presidential details for multiple US Presidents, leading
cyber security, fraud, and financial crimes investigations,
including the largest data breach cases in US Secret Service
history, and operationalizing large mission-based teams. He is
also the founder of Leatherback Gear (the only patented personal
protection system D2C) and HERO Beverage Co. (with the goal of
Helping Everyone Remain Operational, benefiting first responders,
servicemen and women, and other heroes). He holds a Bachelor of
Sciences in Criminal Justice from California State University,
Fullerton, a Master of Sciences in International Relations from
Troy State University, and was a PhD Candidate in Public Policy
specializing in Homeland Security.
Mr. Billequey has been leading Biodroga, Neptune's nutraceuticals
brand subsidiary, for over three years, during which time Biodroga
expanded its client portfolio and became a profitable company. He
led the restructuring of the entire Biodroga team and its processes
to ensure superior customer service levels and scalability.
Cedrick possesses significant experience and knowledge in B2B
business development and supply chain optimization, with a solid
background in finance. Prior to joining Biodroga, Cedrick worked
over 20 years in the Pharmaceutical industry where he held various
leadership roles in International Business Development, Supply
Chain, Project Management and Finance. He worked many years at
Pharmascience, one of the largest generic pharmaceutical companies
in Canada, before joining Jamp Pharma Corporation as Vice-President
International Business Development, one of the fastest growing
Canadian Pharmaceutical companies. In 1999, he received a Bachelor
of Business Administration in Finance from the University of
Alabama in Huntsville.
Julie Phillips, Chair of the Board of Neptune and member of the
Company's Restructuring Committee, commented "Michael has played a
vital role as a member of the board and now as a key player in the
strategic and restructuring initiatives. He is adept at bringing
focus and a mission-driven culture to identify and overcome
obstacles. Cedrick has the unique ability to build cultural and
operational excellence, and is a highly respected teammate in the
company, as well as a trusted leader in the health and wellness
industry. I look forward to continuing to partner with Michael and
Cedrick to move the company forward and effect positive change."
About Neptune Wellness Solutions Inc.
Headquartered in Laval, Quebec, Neptune is a consumer-packaged
goods company that aims to innovate health and wellness products.
Neptune is a diversified health and wellness company with multiple
brand units. With a mission to redefine health and wellness,
Neptune is focused on building a broad portfolio of high quality,
affordable consumer products in response to long-term secular
trends and market demand for natural, plant-based, sustainable and
purpose-driven lifestyle brands.
Montreal, Quebec-based KPMG LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated July 14,
2023, citing that the Company incurred significant operating losses
and negative cash flows from operations since inception, had an
accumulated deficit, and trade and other payables exceed its total
current assets at March 31, 2023. The Company is required to
actively manage its liquidity and expenses and payments of payables
are not being made as the amounts become due. The Company requires
funding in the very near term in order to continue its operations.
If the Company is unable to obtain funding in the very near-term,
it may have to cease operations and liquidate its assets. These
conditions cast substantial doubt about the Company's ability to
continue as a going concern.
"We are actively managing our liquidity and expenses, including by
extending payables due and reducing investment in our businesses.
There is substantial doubt about our ability to continue as a going
concern. As of February 15, 2024, we had approximately $0.3
million in cash and cash equivalents. We believe our current cash
position will be sufficient to operate our business for
approximately one month under our current business plan. In
addition, we are pursuing several cash generating transactions as
well as planning for further expense reductions. There can be no
assurance that any cash generating transaction will be completed or
that our expense reduction measures will be sufficient to allow us
to continue operating our business. We need substantial additional
funding to continue operating our business. If we are unable to
continue as a going concern, we may have to liquidate our assets,
and the values we receive for our assets in liquidation or
dissolution could be significantly lower than the values reflected
in our financial statements. We may have to liquidate our assets
in the very near term if additional funding is not received in the
upcoming months," said Neptune Wellness in its Quarterly Report for
the period ended Sept. 30, 2023.
NEW FORTRESS: Fitch Assigns 'BB-' Rating on Sr. Secured Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' rating to New Fortress
Energy Inc.'s (NFE) senior secured notes. The secured notes are
secured by equity pledges in various subsidiaries and first
priority security interests in substantially all other material
assets of the issuer and its guarantor subsidiaries. Per Fitch's
Corporates Recovery Ratings and Instrument Ratings Criteria,
category 2 secured debt can be notched up to 'RR1'/'+2' from the
Issuer Default Rating (IDR); however, the instrument ratings have
been capped at 'RR4' due to Fitch's Country Specific Treatment of
Recovery Rating Criteria. Fitch believes on a normalized run-rate
basis most of the revenues will come from outside the U.S.
Net proceeds of the offering will be used to repurchase a portion
of the 2025 notes and repay a portion of the outstanding revolver
borrowings.
NFE's Long-Term IDR is 'BB-'. The Rating Outlook is Stable.
KEY RATING DRIVERS
Increased Business Risk: The expansion into LNG production
increases the business risk profile. LNG production is one of the
more complex businesses in the midstream segment, and the first LNG
unit will be located offshore in the Gulf of Mexico. Natural gas
for the first two FLNG units will come from onshore pipelines in
Mexico. These businesses expose NFE to higher operational,
execution and regulatory risk than its current line of business,
the construction and operation of power plants and LNG
infrastructure while supplying LNG under long-term contracts with
local utilities and downstream industrial users.
Cash Flow Stability: Other LNG producers, such as Cheniere Energy
Inc. (BBB-/Stable), secure long-term, take or pay contracts to
support large scale liquefaction units. NFE's strategy involves
matching its LNG supply and demand and optimizing open sales to the
most economic market. NFE has contracted out a majority of the
business and does not incorporate market cargo sales in its
projections thereby increasing the stability of its cash flows. The
remaining margin comes from the terminals generated under 52
contracts with an average 12-year term and about half paid under a
take-or-pay component.
Complex Capital Projects: The capex program has two FLNG units,
each a 1.4 mtpa natural gas liquefaction unit, with one mounted on
an offshore refurbished oil rig, and the other located onshore
Altamira. The first unit was installed in Mexico and is expected to
be in production in early 2024. The remaining program includes LNG
terminal and power plant projects in Brazil, Nicaragua and Mexico.
Fitch believes the company may incur increased construction costs
from delays caused by a prolonged ramp-up period for the FLNG units
or receipt of full permitting. NFE has secured commitments for $700
million for the construction of the second FLNG unit onshore
Altamira, which mitigates financing risk for that project. Any
delay pushes back the cash flow growth expected under management's
forecast.
Capital Allocation Plan: The annual capital spending was over $3.0
billion in 2023, considerably higher than Fitch's expectations. The
capex program was largely funded through FCF and debt, with smaller
contributions from asset sale proceeds. NFE paid $683 million
dividend paid in January 2023 under the previous policy, which
benefited from the 2022 LNG spot market sales during a period of
historically high commodity pricing. NFE has since amended the
dividend policy at $0.10/share quarterly dividends, with no special
dividends going forward. Dividend payments totaled $723.9 million
for 2023.
In a lower global LNG price environment, Fitch expects that
management will manage capex spending and shareholder returns if
there is a cash shortfall.
Operational and Financial Plan: Since 2021, NFE scaled the business
through acquisitions and organic growth and has simplified the
capital structure. It eliminated vessel level debt by selling some
of its LNG vessels to a joint venture, Energos Infrastructure. NFE
has sold its 20% ownership in the business in mid-February 2024,
however, it continues to guarantee the vessel lease charters. Fitch
considers the $2 billion sale leaseback transaction a long-term
obligation and includes $1.4 billion as debt. Asset sale proceeds
from thermal plants in Brazil and Mexico and the Hilli FLNG vessel
fund a portion of the growth projects.
Fitch calculated leverage in 2023 increased to over 5.5x as the
overall terminal operating margins were lower than expected,
operations of the first FLNG unit was delayed, and short-term LNG
market sales were lower. A sizable short-term contract and
commodity tailwinds will drive leverage down over the next two
years, under Fitch's base case, to below 4.0x. Fitch will look for
solid operations of the first FLNG unit, successful deployment of
the following units, expansion operations in Puerto Rico for
sustained growth.
Counterparty and Country Ceiling Exposure: NFE's IDR is not capped
by a country ceiling, as its cash flows from the U.S. (AA+) and
Mexico (BBB-/Stable) comfortably cover its hard-currency interest
expense. Fitch estimates that through 2025, between 50%-60% of
NFE's cash flow will originate from customers in investment-grade
countries compared to 10%-20% from non-investment grade customers
in Jamaica (B+/Positive), Nicaragua (B-/Positive) and Brazil
(BB/Stable).
DERIVATION SUMMARY
NFE is similar to LNG producer Cheniere Energy Partners LP
(Cheniere Energy; BBB-/Stable) as both are operating in the LNG
business.
NFE's operational and geographic focus is similar to Cheniere
Energy , a global LNG provider. NFE has operations in Miami,
Jamaica, Puerto Rico, Mexico, Nicaragua, and Brazil. About half of
NFE's cash flow is supported by long-term take-or-pay contracts
with utilities and power generators in its operating regions
through the sale of LNG and power. NFE's contract tenor are similar
to Cheniere Energy, averaging about 15 years for both entities, but
has a lower portion of fixed take-or-pay revenues, less geographic
diversity and smaller scale than Cheniere Energy, factors which
drive the difference in ratings.
Cheniere Energy is a master limited partnership with an LNG
import-export facility and a Federal Energy Regulatory Commission
regulated interstate natural gas pipeline operating subsidiary,
Creole Trail Pipeline LP. Cheniere's consolidated operations are
supported by long-term, take-or-pay style contracts for import,
export and pipeline capacity, and has a highly leveraged operating
subsidiary, Sabine Pass Liquification, LLC (Sabine Pass;
BBB+/Stable).
Fitch notes Sabine Pass' contracts are of much more substantial
duration than any of its midstream peers, in addition to its
primarily fee-based revenue. The contract profile is with
investment-grade counterparties, in contrast to NFE has a portion
of its counterparties based in non-investment countries.
Additionally, Cheniere Energy's contracts are supported by a
pass-through of fixed and variable costs of LNG to contractually
obligated off-takers unlike NFE, which is exposed to changes in
commodity price and offtake volumes.
The majority of NFE's subsidiaries do not have project level debt,
while Cheniere's operating subsidiary, Sabine Pass, has substantial
leverage, and in a combined and severe downside case of payment
default by a large customer and weak merchant price forecast
realizations, cash could be trapped.
Leverage for NFE under the Fitch rating case improves to below 4.0x
from 2024. Cheniere Energy's leverage is similar with leverage
around 4.5x through Fitch's forecast. However, Fitch believes
Cheniere has a demonstrated track record in management and
completion of complex construction projects and has less
construction risk related to debottlenecking and the next planned
expansion compared with NFE's pipeline of FLNG, power plants and
terminal projects.
KEY ASSUMPTIONS
- As per Fitch's price deck, natural gas at Henry Hub (HH) of
$3.25/mcf and Title Transfer Facility (TTF) of $12/mcf in 2024; for
2025, HH of $3.00 and TTF of $10.0; for 2026, HH of $2.75 and TTF
of $8.0and mid-cycle natural-gas price at HH of $2.75 and TTF of
$5.0;
- Growth capital spending is largely funded with retained cash and
debt;
- Dividends and capex in line with public guidance;
- Execution of committed growth projects and any additional growth
projects annually during the outer years of the forecast.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Long-term fixed price contracts exceeding 60% on a sustained
basis with credit worthy counterparties;
- Leverage (total debt with equity credit to operating EBITDA)
below 4.5x on a sustained basis;
- Adequate access to liquidity to meet working capital needs.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Excessive cost overruns for current construction projects;
- Leverage (total debt with equity credit to operating EBITDA)
above 5.5x on a sustained basis;
- Deterioration in counterparty credit quality;
- Aggressive cash distribution inconsistent with the company's
long-term financing needs;
- Long-term fundamentals over depressed international gas prices
putting additional pressure the company's cash flow generation.
LIQUIDITY AND DEBT STRUCTURE
As of Dec. 31, 2023, NFE had approximately $155.4 million of
unrestricted cash. The company has approximately $155.4 million of
restricted cash on its balance sheet restricted to funding of a
thermal plant project. As of Dec. 31, 2023, $866.7 million was
drawn on the $950.0 million revolving credit facility. The
revolving credit facility is almost fully drawn with a maturity is
April 2026. The revolving facility comes due approximately 60 days
prior to the maturity of 2025 notes, if the said notes are not
refinanced in full prior to that date.
As of Dec. 31, 2023, the company is compliant under the covenants
required by the LC facility and the revolving credit facility which
require it to maintain a debt to capitalization ratio of less than
0.7:1.0, and for quarters in which the revolving facility is more
than 50% drawn, the debt to annualized EBITDA ratio of less than
4.0:1.0.
The $200 million term loan due February 2024 was repaid in January
2024. $1.25 billion senior secured notes mature in 2025, and $1.50
billion senior secured notes mature in 2026. As of Dec. 31, 2023,
the $191 million of equipment notes are due June 2026.
ISSUER PROFILE
New Fortress Energy LLC is a gas-to-power energy infrastructure
company. The company spans the entire production and delivery chain
from natural gas procurement and LNG to logistics, shipping,
terminals and conversion or development of natural gas-fired
generation. It also operates electric generation plants.
SUMMARY OF FINANCIAL ADJUSTMENTS
Consolidated leverage for NFE includes asset level debt and the
Energos Formation Transaction obligations. Under Fitch's Corporate
Criteria, the Energos lease obligations are considered long-term
obligations and the reported lease liability is treated as debt.
The preferred stock at GMLP is given a 50% equity credit due to its
perpetuality and cumulative nature of the dividends and interest.
DATE OF RELEVANT COMMITTEE
17 March 2023
ESG CONSIDERATIONS
NFE has an ESG relevance score of '4' for Exposure to Environmental
Impacts due to potential operational challenges related to extreme
weather events in its operating regions. This has a negative impact
on the credit profile and is relevant to the rating 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
----------- ------ --------
New Fortress
Energy Inc.
senior secured LT BB- New Rating RR4
NU STYLE LANDSCAPE: Plan Exclusivity Period Extended to May 29
--------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado extended Nu Style Landscape & Development,
LLC's exclusive periods to file its plan of reorganization, and
solicit acceptances thereof to May 29 and July 29, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtor claims that it
commenced its Chapter 11 bankruptcy proceeding due to issues with
repayment of and litigation concerning various loans that caused
financial and cash flow problems, which were exacerbated by poor
accounting practices by its former bookkeepers. In addition, Debtor
was unable to collect in excess of $1 million for outstanding
invoices.
Counsel to the Debtor:
Jeffrey A. Weinman, Esq.
Bailey C. Pompea, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Telephone: (303) 534-4499
Email: JWeinman@allen-vellone.com
BPompea@allen-vellone.com
About NU Style Landscape & Development
Nu Style Landscape & Development, LLC, a company in Denver, Colo.,
filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-14475) on
Oct. 2, 2023, with $1 million to $10 million in both assets and
liabilities. Michael Moilanen, managing member, signed the
petition.
Judge Thomas B. McNamara oversees the case.
Allen Vellone Wolf Helfrich & Factor, PC, serves as the Debtor's
legal counsel.
NY COMMUNITY BANCORP: Fitch Lowers IDRs to 'BB+/B', Outlook Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded the Long- and Short-Term Issuer
Default Ratings for New York Community Bancorp (NYCB) and its bank
subsidiary, Flagstar Bank, N.A. to 'BB+'/'B' from 'BBB-'/'F3',
respectively. The Rating Outlook is Negative.
The rating action follows NYCB's various disclosures related to
updated 4Q23 financials to recognize goodwill impairment, changes
in senior and executive management and board of directors, and
finding of material weakness with respect to internal loan review.
Fitch views the appointment of Mr. Di Nello as CEO, positively
given his tenure as CEO Flagstar Bancorp, Inc. In addition, the
announced appointments to the Chief Risk Officer and Chief of Audit
roles are constructive steps in building an executive team with
depth of experience more in line with a bank of NYCB's current size
and complexity.
KEY RATING DRIVERS
Material Weakness Drives Risk Profile: Today's action is driven by
Fitch's re-assessment of NYCB's risk profile, following NYCB's
announcement of a material weakness in the company's internal
controls related to internal loan review. Although such weakness
has not resulted in NYCB's revision of prior period financial
statements, it has prompted a reconsideration of NYCB's controls
around adequacy of provisioning, particularly with respect to its
concentrated exposure to commercial real estate.
Fitch expects that remediation of the material weakness will be
executed over the near term. However, Fitch views the likely
near-term trajectory of provisioning, and therefore of
profitability, as consistent with a speculative grade rating. The
Negative Outlook could be revised back to Stable pending
remediation of the material weakness, manageable credit losses and
a credible path to improving earnings power.
Goodwill Impairment Credit Neutral: The announced adjustment to
goodwill does not affect NYCB's rating, since as a non-cash charge,
it does not impact Fitch's primary earnings and profitability
metric, operating profit to risk weighted assets. Likewise, it does
not affect the bank's regulatory capital, as it is already
deducted. While the common equity Tier 1 (CET1) ratio of 9.1% is
considered adequate, Fitch views NYCB's target ratio of 10% as more
appropriate for a bank of NYCB's risk profile, and more in line
with peers. In this light Fitch views actions taken to achieve this
higher level, including the reduction of its dividend, positively.
Higher Liquidity Level: The previously announced steps taken to
comply with the regulatory liquidity requirements as a Category IV
bank are likely to necessitate higher levels of wholesale funding
for an indefinite period, as the bank builds core deposits. This is
likely to be more challenging in an environment where competition
for deposits remains high. While higher wholesale funding is not
historically atypical for the bank, it has also been an historical
rating constraint, and Fitch had anticipated higher levels of core
funding following the Flagstar and Signature transactions. More
immediately, cash and contingent liquidity of $37.3 billion as of
Feb. 6, 2024 provide 163% coverage of uninsured deposits.
Weaker Expected Earnings: Sustained higher wholesale balances are
expected to pressure net interest margin, and in conjunction with
anticipated lower earning balances, are likely notably lower net
interest income, negatively impacting NCYB earnings in 2024,
particularly in light of the bank's higher reliance on spread
income. As a result, Fitch anticipates that NYCB's ratio operating
profit to risk weighted assets for FY24 will be notably lower than
its four-year average of 1.28.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Sustained or large loan losses, or spikes in nonperforming assets
in excess of what was previously considered at risk;
- Outsized quarterly net losses which could drive full year losses,
could lead to negative rating action;
- Ratings would be sensitive signs of pressure on the bank's
liquidity, including large deposit outflows, reduced access to
wholesale funding and capital markets or gaps in cash flow coverage
to cover near-term obligations;
- An inability to increase CET1 above current levels, could result
in negative rating action.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Enhancing its risk profile by materially reducing CRE
concentration while continuing to build capital levels;
- Improving profitability with its ratio of operating profit to
risk weighted assets approximating peer median levels;
- Demonstrated through the cycle asset quality consistent with
prior experience, particularly in multifamily lending.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Deposit Ratings
Flagstar Bank's long-term deposit rating of 'BBB-' is one notch
higher than the bank's Long-Term IDR because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects in
the event of default. The Short-term deposit rating of 'F3' is
mapped to the long-term deposit rating of 'BBB-' in accordance with
Fitch's bank rating criteria.
Subordinated Debt and Other Hybrid Securities
Subordinated debt and other hybrid capital issued by NYCB are all
notched down from its Viability Rating (VR) in accordance with
Fitch's assessment of each instrument's respective non-performance
and relative loss severity risk profiles, which vary considerably.
NYCB's subordinated debt rating of 'BB' reflects one notch of loss
severity. In accordance with Fitch's bank rating criteria, this
reflects alternate notching to the base case of two notches due to
Fitch's view of U.S. regulators' resolution alternatives for an
entity like NYCB as well as early intervention options available to
banking regulators under U.S. law.
The preferred stock rating of 'B' includes two notches for loss
severity given the securities' deep subordination in the capital
structure, and two notches for non-performance given that the
coupon of the securities is noncumulative and fully discretionary.
Government Support Rating
NYCB and Flagstar Bank have a Government Support Rating (GSR) of
'ns'. In Fitch's view, the probability of support is unlikely. IDRs
and VRs do not incorporate any support.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
Long- and Short-Term Deposit Ratings
The long- and short-term deposit ratings are sensitive to any
change to Flagstar Bank's Long-Term IDR.
Subordinated Debt and Other Hybrid Securities
NYCB's subordinated debt and preferred stock ratings are sensitive
to any change to either the VR or its view of loss severity under a
resolution scenario.
GSR
NYCB and Flagstar Bank's GSRs are rated 'ns' and there is limited
likelihood that these ratings will change over the foreseeable
future.
VR ADJUSTMENTS
The VR has been assigned below the implied VR due to the following
adjustment reason: Weakest Link - Risk Profile.
The Asset Quality score has been assigned below the implied score
due the following adjustment reasons: Concentrations (negative),
Historical and Future Metrics (negative).
The Earnings and Profitability score has been assigned below the
implied score due to the following adjustment reason: Historical
and Future Metrics (negative).
The Funding and Liquidity score has been assigned below the implied
score due to the following adjustment reason: Non-Deposit Funding
(negative).
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Flagstar
Bank, N.A. LT IDR BB+ Downgrade BBB-
ST IDR B Downgrade F3
Viability bb+ Downgrade bbb-
Government Support ns Affirmed ns
long-term
deposits LT BBB- Downgrade BBB
short-term
deposits ST F3 Affirmed F3
New York
Community
Bancorp, Inc. LT IDR BB+ Downgrade BBB-
ST IDR B Downgrade F3
Viability bb+ Downgrade bbb-
Government Support ns Affirmed ns
preferred LT B Downgrade B+
subordinated LT BB Downgrade BB+
OCEAN POWER: Incurs $6.5 Million Net Loss in Third Quarter
----------------------------------------------------------
Ocean Power Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $6.51 million on $1.79 million of revenues for the
three months ended Jan. 31, 2024, compared to a net loss of $6.09
million on $734,000 of revenues for the three months ended Jan. 31,
2023.
For the nine months ended Jan. 31, 2024, the Company reported a net
loss of $20.76 million on $3.95 million of revenues, compared to a
net loss of $16.78 million on $1.75 million of revenues for the
nine months ended Jan. 31, 2023.
As of Jan. 31, 2024, the Company had $34.56 million in total
assets, $9.30 million in total liabilities, and $25.26 million in
total shareholders' equity.
"For the nine months ended January 31, 2024 and through the date of
filing of this Form 10-Q, management has not obtained any material
additional capital financing. Management believes the Company's
current cash balance at January 31, 2024 of $4.9 million and short
term investments balance of $4.4 million may not be sufficient to
fund its planned expenditures through at least March 2025.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as
a going concern is dependent upon the Company's operations in the
future and/or obtaining the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they become due," Ocean Power said in the Report.
Management Commentary
Philipp Stratmann, OPT's president and chief executive officer,
commented, "We continue to make progress on our path towards
profitability as evidenced by the continued growth in our pipeline,
revenues, and gross margin. Our efforts to increase our backlog
and revenues in the defense and national security industry are
paying off. Our recent contract wins with large government prime
contractors enable us to provide autonomous vehicles and renewable
energy buoys to various U.S. Government Agencies. In addition to
these contract wins, we continue to deliver for our commercial
customers, especially in the fields of autonomous survey
operations, enabling them to lower costs and carbon emissions. Our
geographic footprint continues to expand and we are seeing
significant opportunities for growth in Latin America. The
substantial cessation of our R&D efforts earlier in this quarter,
is starting to lead to a reduction in payroll and engineering
related expenditures, and the refocusing of the team towards
execution is supporting our stated revenue growth. We continue to
explore opportunities that will accelerate shareholder value
generation as we execute our stated strategy, including cost
optimization, accelerated revenue growth, partnerships, or other
mechanisms."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1378140/000149315224009817/form10-q.htm
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- @www.oceanpowertechnologies.com -- provides
ocean data collection and reporting, marine power, offshore
communications, and Maritime Domain Awareness ("MDA") products and
consulting services. The Company offers its products and services
to a wide-range of customers, including those in government and
offshore energy, oil and gas, construction, wind power and other
industries. The Company is involved in the entire life cycle of
product development, from product design through manufacturing,
testing, deployment, maintenance and upgrades, working closely with
partners across its supply chain.
Ocean Power reported a net loss of $26.33 million for the fiscal
year ended April 30, 2023, a net loss of $18.87 million for fiscal
year ended April 30, 2022, a net loss of $14.76 million for the 12
months ended April 30, 2021, a net loss of $10.35 million for the
12 months ended April 30, 2020, and a net loss of $12.25 million
for the 12 months ended April 30, 2019.
OFFICE PROPERTIES: Moody's Lowers CFR & Sr. Unsecured Debt to Caa2
------------------------------------------------------------------
Moody's Ratings downgraded Office Properties Income Trust's ("OPI"
or "REIT") Corporate Family Rating to Caa2 from Caa1, senior
unsecured debt ratings to Caa2 from Caa1, and senior unsecured
shelf rating to (P)Caa2 from (P)Caa1. The speculative grade
liquidity rating is unchanged at SGL-4. The outlook remains
negative.
Moody's also assigned a Caa1 rating to OPI's new $300 million
senior secured notes due 2029. Proceeds from the new secured notes
were used, along with drawings under OPI's new $325 million secured
revolving credit facility, to repay $350 million of its senior
unsecured notes due May 2024. The new senior secured notes benefit
from first ranking security over 17 properties, with a gross book
value of $574 million. The secured notes are rated one notch above
OPI's unsecured notes reflecting their first claim on the
collateral made up of assets of higher quality, better occupancy
and longer leases than the rest of OPI's portfolio.
RATINGS RATIONALE
OPI's Caa2 CFR reflects its high financial leverage and operating
risks and weak liquidity. The REIT continues to face significant
maturities with its next being $650 million of debt maturing in
February 2025. OPI's recent secured debt issuance and the
replacement of its unsecured $750 million revolving credit facility
with a $325 secured revolver due 2027 (with a one year extension),
were used to address its May 2024 note maturity. Nonetheless, its
SGL-4 reflects Moody's expectation that OPI will continue to remain
reliant on secured financings and asset sales to meet upcoming
maturities over the next 12 months. OPI is required it to maintain
unencumbered assets of at least 150% the amount of unsecured debt.
Following the new secured debt, this ratio declined to 179% vs 205%
at December 31, 2023. While the REIT has some control over this
ratio (as it can reduce both the numerator and denominator), the
thin headroom and uncertainty over achievable loan to value is
concerning and, in Moody's view, will require the REIT to seek
additional funding on top of secured debt to address its February
2025 maturity. Nonetheless, OPI has a good sized portfolio, with
about $5 billion of gross assets. It has a good quality tenant
roster with a high percentage of investment grade-rated tenants,
and adequate fixed charge coverage of around 2.4x at year end
2023.
Additional credit challenges include OPI's very high leverage (net
debt/EBITDA 9.1x at year end 2023), mixed asset quality and
difficult office leasing conditions due to a weak macroeconomic
environment and the evolving transition to a hybrid work
environment. In addition, OPI has material leases coming up over
the next two years, with 29% of annualized rental income expiring
by the end of 2025. Moody's also views OPI's external management
structure as a credit challenge, creating potentially significant
conflicts of interest between investors and management.
The negative outlook continues to reflect OPI's weak financial
flexibility as it is reliant on secured financings and asset sales
as it seeks to refinance upcoming debt maturities, which will
likely weaken the size and quality of its unencumbered asset pool
and recoveries. Other considerations include its mixed asset
quality and challenging capital market conditions for commercial
real estate, factors that are weakening its capacity to execute
well-priced financing terms.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if liquidity deteriorates further for
any reason or if the probability of default, including a financial
restructuring or distressed exchange, increases for any reason or
expected overall recovery levels decline.
An upgrade is unlikely given the negative outlook, but longer term
would require stable operating metrics, adequate liquidity
including refinancing near term maturities at par, and improved
recovery expectations.
Office Properties Income Trust is a real estate investment trust
that owns and operates office buildings in select markets
throughout the United States. Gross assets were roughly $5 billion
as of year end 2023.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in February 2024.
ORTHOCARE SOLUTIONS: Wins Cash Collateral Access Thru May 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Orthocare Solutions, Inc. to use cash collateral on an interim
basis in accordance with the budget, through May 31, 2024.
Kapitus LLC asserts a first priority security interest in the
Pre-Petition Collateral of the Debtor and as such is entitled to
adequate protection payments from the Debtor. As set forth in its
Objection, Kapitus filed its UCC-1 Financing Statement with the
Maryland State Department of Assessments and Taxation in 2018,
which Kapitus asserts continued to operate and cover the
outstanding obligation owed to Kapitus as laid out in its Proof of
Claim #2. Kapitus asserts a claim against the Debtor in the amount
of $421,355 as stated in its proof of Claim #2 filed in the Court's
claim register. The Debtor, and all other parties reserve all right
to dispute this assertion.
The U.S. Small Business Administration asserts a secured claim
against the Debtor pursuant to a term loan promissory note, and a
UCC-1 Financing Statement filed with the Maryland State Department
of Assessments and Taxation. The U.S. Small Business Administration
asserts an unpaid balance as of the Petition Date in the amount of
approximately $215,000 pursuant to a 7A Consolidation Loan and
$500,000 pursuant to an EIDL Loan, exclusive of fees, costs and
amounts that the U.S. Small Business Administration is owed
pursuant to that certain Business Access Line of Credit Loan.
M&T Bank asserts a secured claim against the Debtor pursuant to a
term loan promissory note, and a UCC-1 Financing Statement filed
with the Maryland State Department of Assessments and Taxation. M&T
Bank asserts an unpaid balance as of the Petition Date in the
amount of approximately $53,102, exclusive of fees, costs and
amounts that M&T Bank is owed pursuant to the loan evidenced by
such term loan promissory note.
The Debtor is directed to continue to make a monthly payment in the
amount of $8,000 on or before March 15, 2024, April 15, 2024, and
May 15, 2024, to be held by counsel for the Debtor in his attorney
escrow account representing the March, April and May 2024 adequate
protection payment, until further order from the Court.
As additional adequate protection for the use of the Debtor's
Pre-Petition Collateral and to the extent such use results in a
diminution of the value of the Pre-Petition Collateral, the Cash
Collateral Lenders are granted nunc pro tunc, pursuant to 11 U.S.C.
Sections 361(2) and 363(c)(2), valid, perfected, replacement liens
upon, and security interests in and to, all post-petition assets of
the Debtor, of any kind or nature whatsoever, real or personal,
whether now existing or hereafter acquired, and the proceeds of the
foregoing, to the same extent and with the same priority as Cash
Collateral Lenders' interests in the Pre-Petition Collateral.
Additionally, all Cash Collateral Lenders are entitled to an
administrative expense claim pursuant to 11 U.S.C. Section 507(b)
to the extent the above adequate protection proves insufficient
and/or does not offset any diminution of value in the Pre-Petition
Collateral in the Chapter 11 case and any Successor Case.
The liens and security interests granted to the Cash Collateral
Lenders, including the Adequate Protection Liens, will become and
are duly perfected without the necessity for the execution, filing
or recording of financing statements, security agreements, deposit
control agreements, and other documents which might otherwise be
required pursuant to applicable non-bankruptcy law for the creation
or perfection of such liens and security interests.
These events constitute an "Event of Default":
a. If the Debtor breaches any term or condition of the Second
Interim Order;
b. If the case is converted to a case under Chapter 7 of the
Bankruptcy Code;
c. If the Debtor is removed from possession and a Chapter 11 or
other Trustee, such as the Subchapter V Trustee is appointed to
take over Debtor's business/operations; and
d. If the case is dismissed.
A further interim hearing on the matter is set for May 31, 2024 at
1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=i8dQpT
from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$105,382 for March 2024;
$105,382 for April 2024; and
$105,382 for May 2024;
About Orthocare Solutions, Inc.
Orthocare Solutions is a veteran-owned small business serving the
Washington, DC and Baltimore metro areas. Four separate locations
offer customized orthotics, prosthetics, and medical equipment to
patients of all ages.
Orthocare Solutions, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
23-19191) on Dec. 18, 2023. The petition was signed by David Fred
as owner. At the time of filing, the Debtor estimated up to $50,000
in assets and $1 million to $10 million in liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Craig M. Palik, Esq. at MCNAMEE HOSEA, P.A. represents the Debtor
as legal counsel.
OYSTERBAY INTEGRATED: Chris Quinn Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 7 appointed Chris Quinn as Subchapter V
trustee for Oysterbay Integrated Services Incorporated.
Mr. Quinn will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Quinn declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Chris Quinn
26414 Cottage Cypress Lane
Cypress, TX 77433
Phone: 713-498-8500
Email: chris.quinn2021@outlook.com
About Oysterbay Integrated Services
Oysterbay Integrated Services Incorporated filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas
Case No. 24-30256) on January 25, 2024. The petition was filed pro
se.
The Debtor had $1,392,484 in assets and $666,000 in liabilities as
of Dec. 31, 2023.
Judge Eduardo V. Rodriguez presides over the case.
PAPA JOHN'S: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings changed Papa John's International, Inc.'s outlook
to stable from negative. In addition, Moody's affirmed Papa John's
ratings, including its Ba3 corporate family rating, Ba3-PD
probability of default rating and B1 senior unsecured notes rating.
Papa John's SGL-2 speculative grade liquidity rating (SGL) remains
unchanged.
The affirmation and change in outlook to stable reflects Moody's
expectation for continued modest revenue and profit growth and
credit metric improvement over the next 12-18 months as Papa John's
further executes upon its Back to Better 2.0 strategic growth plan.
Moody's also expects the continued prioritization of revolver
repayment in 2024 as part of an overall balanced capital allocation
strategy. Moody's adjusted debt/EBITDA has improved to around 3.8x,
due to modest EBITDA growth and revolver debt reduction, from a
peak of around 4.2x in the first quarter of 2023 after debt
financed share repurchases. Moody's projects leverage to be less
than 3.5x at the end of 2024.
RATINGS RATIONALE
Papa John's Ba3 CFR reflects its solid brand awareness, scale in
terms of units, good liquidity, and improving credit metrics over
the next 12 months due to revenue and earnings growth and revolver
repayment. The rating is constrained by Papa John's relatively
smaller revenue scale, and its narrow brand and product offering
focusing on Papa John's pizza, which exposes the company to changes
in consumer preferences. Also, while Papa John's restaurant unit
base is predominantly franchised, providing a base level of
earnings stability, reported revenue is largely derived from
company-owned restaurants and commissaries which increases exposure
to operating risks as well as commodity and labor costs;
nonetheless, the commissary arrangement with North American
franchisees passes through food, labor and fuel costs on a cost
plus fixed margin basis.
The stable outlook reflects Moody's expectation that Papa John's
will continue to successfully execute its Back to Better 2.0
strategic growth plan, maintain steady revenue and profit growth
while prioritizing revolver repayment resulting in improving credit
metrics. Moody's also expects the company to maintain good
liquidity, including positive free cash flow, improved excess
revolver availability, and ample covenant cushion.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade is unlikely over the near-to-intermediate term
given Papa John's limited revenue scale as well as brand and
product diversification relative to rated peers. Factors that could
result in an upgrade include a material and sustained improvement
in credit metrics driven by consistent positive revenue and
earnings growth, with positive same store sales driven by both
traffic and check, debt reduction, as well as increased scale,
brand and product diversification. Specific metrics include debt to
EBITDA sustained below 2.5x and EBIT to interest coverage of over
4.0x. An upgrade would also require very good liquidity and a
conservative and clearly articulated financial strategy.
Given its limited brand and product diversification, a sustained
increase in financial leverage from either operating performance
declines or more aggressive financial strategies, including debt
financed share repurchases or material asset sales proceeds not
being utilized to reduce debt, could result in a downgrade.
Quantitatively, a downgrade could occur should adjusted debt to
EBITDA remain above 3.75x or EBIT to interest coverage remain below
3.0x. In addition, the rating on the company's unsecured notes
could be pressured absent further material reductions in revolver
borrowings.
Papa John's, with headquarters in Louisville, KY, is the world's
third largest pizza delivery company with 5,906 restaurants (648
are company owned) in 50 countries and territories as of December
31, 2023. Revenue for the year ended December 2023 exceeded $2.1
billion; although systemwide sales were around $5.04 billion.
The principal methodology used in these ratings was Restaurants
published in August 2021.
PARTNERS IN HOPE: Case Summary & Six Unsecured Creditors
--------------------------------------------------------
Debtor: Partners In Hope, Inc.
d/b/a Inlet Oaks
d/b/a Oaks of Loris
260 Watson Heritage Road
Loris, SC 29569
Business Description: The Debtor owns an assisted living
facility located at Loris Oaks, 260 Watson
Heritage Rd, Loris SC 29569 valued at $12
million.
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
District of South Carolina
Case No.: 24-00935
Debtor's Counsel: Jane H. Downey, Esq.
BAKER DONELSON
1501 Main St., Ste 310
Columbia, SC 29201
Tel: 803-251-8814
Email: jdowney@bakerdonelson.com
Total Assets: $24,501,256
Total Liabilities: $16,893,875
The petition was signed by Terry Mclean as treasurer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JSTNARA/Partners_In_Hope_Inc__scbke-24-00935__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Horry Electric Generator and $39,484
Cooperative Inc. Associated
PO Box 119 Equipment
Conway, SC 29528
2. Mclean Enterprises, LLC $984,740
4350 Spring Street
Loris, SC 29569
3. USDA Unknown
215 Third Loop
Road, Suite 100
Florence, SC 29505
4. USDA Unknown
215 Third Loop
Road, Suite 100
Florence, SC 29505
5. West Town Bank & Trust Unknown
7820 West 26th Street
North Riverside, IL 60546
6. West Town Bank & Trust Unknown
7820 West 26th Street
North Riverside, IL
60546
PEARL NAILS: Michael Wheatley Named Subchapter V Trustee
--------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Wheatley as
Subchapter V trustee for Pearl Nails, LLC.
Mr. Wheatley will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Wheatley declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael E. Wheatley
P.O. Box 1072
Prospect, KY 40059
Phone: 502-744-6484
Email: mwheatleytr@gmail.com
About Pearl Nails
Pearl Nails, LLC filed Chapter 11 petition (Bankr. W.D. Ky. Case
No. 24-30485) on February 27, 2024, with up to $50,000 in assets
and up to $1 million in liabilities.
Michael W. McClain, Esq., at Mcclain Law Group, PLLC represents the
Debtor as bankruptcy counsel.
PEKIN COUNTRY: Seeks Cash Collateral Access
-------------------------------------------
Pekin Country Club, Inc. asks the U.S. Bankruptcy Court for the
Central District of Illinois, Peoria Division, for authority to use
cash collateral and provide adequate protection.
Morton Community Bank appears to hold valid and perfected first
position security interest against its "cash collateral" as defined
by the Bankruptcy Code and applicable Illinois statutes.
The Debtor believes that MCB holds a first position, perfected
security interest in its deposit accounts and receivables, pursuant
to a promissory note, commercial security agreement, and a UCC
Financing Statement filed with the Illinois Secretary of State.
The indebtedness to MCB on the date of the Chapter 11 filing was
approximately $2.6 million.
Van Diest Supply Co. holds a judicial lien against personal
property of the Debtor, including cash collateral, through the
issuance of a citation to discover assets on January 29, 2024,
after agreed judgment order in the Circuit Court of Tazewell
County, State of Illinois, in case number 23-LM-220. As the subject
judicial lien was created during the 90 day preference period, and
therefore appears voidable pursuant to Section 547, and is
subordinate to the first position lien of MCB, the Debtor asserts
that -- for purposes of this Motion -- that Van Diest be treated as
unsecured without prejudice to its right to assert secured or other
status in its proof of claim, plan or other determinations in the
case.
The Debtor suggests that an interim lien on its post-petition
receivables and postpetition deposit accounts in favor of MCB, to
the extent of the diminution of value of MCB's pre-petition liens
against cash collateral, would be appropriate adequate protection
for cash collateral use pursuant to 11 U.S.C. section 361.
The Debtor further suggests that a carveout from the Replacement
Liens in favor of the Subchapter V trustee in the case, in the
amount of $7,500 with compensation pursuant to future applications
and orders of the Court, would be appropriate and reasonable for
the anticipated trustee costs of the case.
A copy of the motion is available at https://urlcurt.com/u?l=gqdmse
from PacerMonitor.com.
About Pekin Country Club, Inc.
Pekin Country Club, Inc. operates a golf course, restaurant and
swimming pool as part of its country club facility located at 310
Country Club Drive, Pekin, Illinois.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Ill. Case No. 24-80164) on March 11,
2024. In the petition signed by Matthew Taphorn,
President/Designated Bankruptcy Representative, the Debtor
disclosed up to $10 million in both assets and liabilities.
Sumner A. Bourne, Esq., at Rafool & Bourne, P.C., represents the
Debtor as legal counsel.
PELEGRINE CORP: Jerrett McConnell Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A. as Subchapter V trustee for Pelegrine
Corp.
Mr. McConnell 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. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Jacksonville, FL 32258
Phone: (904) 570-9180
Email: info@mcconnelllawgroup.com
About Pelegrine Corp.
Pelegrine Corp. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01048) on March
1, 2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Lori V. Vaughan presides over the case.
Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP
represents the Debtor as legal counsel.
PENN ENTERTAINMENT: Egan-Jones Retains B- Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on January 22, 2024, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by PENN Entertainment, Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Wyomissing, Pennsylvania, PENN Entertainment, Inc.
owns and operates casinos, hotels, and racetracks facilities.
PERFORCE SOFTWARE: Moody's Rates New $375MM First Lien Loan 'B2'
----------------------------------------------------------------
Moody's Ratings affirmed Perforce Software, Inc.'s ratings,
including the B3 Corporate Family Rating, B3-PD Probability of
Default Rating and B2 backed senior secured first lien bank credit
facilities rating. Concurrently, Moody's assigned a B2 rating to
the company's proposed $375 million incremental backed senior
secured first lien term loan. The outlook remains stable.
Net proceeds from the proposed incremental term loan, along with
new sponsor cash equity, will be used to fund the acquisition of
Delphix, Corp. ("Delphix"), a provider of database virtualization
and data masking software.
RATINGS RATIONALE
Perforce's B3 CFR reflects the company's very high pro forma
leverage, projected break-even free cash flow in 2024, and
aggressive financial policies with a history of sizable debt-funded
acquisitions. Pro forma for the transaction, adjusted leverage will
increase to about 9x debt/EBITDA (with the proposed cost synergies
leverage can be viewed as around 7x) from 7.5x in 2023. The company
has a strong track record of successfully achieving cost savings
with prior acquisitions such as Puppet, completed in 2022.
Nevertheless, Moody's views the integration risks as elevated given
the magnitude of the prospective cost cuts relative to Delphix's
reported EBITDA.
The acquisition of Delphix will add a new product offering with a
leadership position in integrated test data management software and
a diverse enterprise customer base. The combined company will
benefit from solid revenue growth expected over the medium term
supported by rising adoption of development operations (DevOps)
software. In the next 12 months, however, Moody's expects that
uncertain macroeconomic environment will continue to weigh on
revenue growth. Moody's projects low-to-mid single digit revenue
growth for Perforce in 2024.
The ratings are supported by Perforce's high percentage of
recurring revenue, solid net retentions rates, and the potential to
improve adjusted EBITDA margins as synergies get realized.
The stable outlook reflects Moody's expectation that Perforce will
grow revenue in the low-to-mid single digits and achieve targeted
cost savings such that adjusted leverage declines to 7.5x over the
next 12 months.
Perforce's liquidity is adequate, supported by around $60 million
of cash at the transaction close and full availability under a $75
million revolving credit facility due July 2026 ($10 million
outstanding as of December 31, 2023 will be repaid as part of the
transaction). The revolver has a first lien net leverage covenant
of 8.1x that springs when utilization exceeds 35%. Moody's expects
Perforce will maintain sufficient cushion under the covenant over
at least the next 12 months. Moody's projects break-even free cash
flow for Perforce in 2024 due to sizable one-time costs that will
burden cash flow (e.g., costs to achieve synergies and RSU payments
as part of the purchase price).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Perforce is unable to
successfully integrate the Delphix acquisition or achieve planned
cost savings resulting in adjusted debt/EBITDA sustained above
7.5x. Weakening liquidity or negative free cash flow on other than
temporary basis could also result in a downgrade.
The ratings could be upgraded if Perforce exhibits strong revenue
and earnings growth leading to adjusted debt/EBITDA declining to
less than 6.5x and free cash flow to debt sustained over 5%.
Perforce Software, Inc., based in Minneapolis, MN, is a leading
provider of software solutions that enable enterprise software
development operations ("DevOps") teams to work more effectively
with agile planning, code management & collaboration and test
automation. The company is owned by funds affiliated with Clearlake
Capital Group, L.P., Francisco Partners Management L.P., and
management. Pro forma for the acquisition of Delphix revenue was
around $620 million in 2023.
The principal methodology used in these ratings was Software
published in June 2022.
PHUNWARE INC: Posts $52.8 Million Net Loss in 2023
--------------------------------------------------
Phunware, Inc. announced financial results for the year ended Dec.
31, 2023.
For the year ended Dec. 31, 2023, the Company reported a net loss
of $52.78 million on $4.83 million of net revenues for the year
ended Dec. 31, 2023, compared to a net loss of $50.89 million on
$6.52 million of net revenues for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $6.73 million in total assets,
$18.18 million in total liabilities, and a total stockholders'
deficit of $11.46 million.
"Our company today is dramatically stronger than the one we talked
about in November," said Mike Snavely, CEO of Phunware. "With
management changes, a reduction in our cost structure and marked
improvements to the balance sheet we've moved into executing on our
vision. We have significant traction with existing and new
accounts and a new vision of how we're serving our markets. We'll
share our plans on the earnings call and beyond."
"In late 2023 and into early 2024, we strategically reshaped our
operating costs and stabilized our balance sheet to prepare for
future growth," said Phunware CFO Troy Reisner. "Our strategic
cost-cutting initiatives have significantly reduced our expected
cash burn for 2024, and, through equity raises in early 2024, we
have significantly bolstered our balance sheet and eliminated
outstanding debt. We are confident that we have the tools for
supporting and investing in the business and future growth
initiatives."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1665300/000162828024010581/ex991-phunwarereports2023f.htm
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions, and
services necessary to engage, manage, and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$27.81 million in total assets, $21.26 million in total
liabilities, and $6.55 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Phunware has a history of net losses since its inception. For the
nine months ended September 30, 2023, the Company incurred a net
loss of [$29,772,000] used [$15,869,000] in cash for operations and
has a working capital deficiency of [$12,721,000]. The foregoing
conditions raise substantial doubt about the Company's ability to
meet its financial obligations as they become due, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
PHUNWARE INC: Regains Compliance With Nasdaq Listing Requirements
-----------------------------------------------------------------
Phunware, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on March 12, 2024, it received a
letter from the Nasdaq Stock Market LLC notifying the Company that
it demonstrated compliance with the requirements to remain listed
on the Nasdaq Capital Market, as required by the Nasdaq Hearings
Panel.
The letter also informed the Company that pursuant to Listing Rule
5815(d)(4)(B), the Company will be subject to a mandatory Panel
monitor for a period of one year from the date of this letter. If,
within that one-year monitoring period, the staff finds the Company
again out of compliance with the requirement that was the subject
of the exception, notwithstanding Rule 5810(c)(2), the Company will
not be permitted to provide the Staff with a plan of compliance
with respect to that deficiency and the staff will not be permitted
to grant additional time for the Company to regain compliance with
respect to that deficiency, nor will the Company be afforded an
applicable cure or compliance period pursuant to Rule 5810(c)(3).
Instead, the Nasdaq will issue a delist determination letter and
the Company will have an opportunity to request a new hearing with
the initial Panel or a newly convened hearings panel if the initial
Panel is unavailable. The Company will have the opportunity to
respond/present to the hearings panel as provided by Listing Rule
5815(d)(4)(C).
There can be no assurance the Company will maintain compliance with
the above or any other Nasdaq Listing Rules.
On April 13, 2023, the Company received a notice from Nasdaq
indicating that the Company was not in compliance with Nasdaq
Listing Rule 5550(a)(2) because the bid price of its common stock
on the Nasdaq Capital Market had closed below $1.00 per share for
the previous 30 consecutive business days. In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a
period of 180 calendar days, or until Oct. 10, 2023, to regain
compliance with the Bid Price Requirement. On Oct. 10, 2023, the
Company submitted a request to Nasdaq for an additional 180-day
extension to regain compliance with the Bid Price Requirement, and
on Oct. 12, 2023, the Company received a letter from Nasdaq
advising that the Company had been granted a 180-day extension to
April 8, 2024, to regain compliance with the Bid Price Requirement,
in accordance with Nasdaq Listing Rule 5810(c)(3)(A).
On Dec. 21, 2023, the Company received a letter from Nasdaq
notifying the Company that, as of Dec. 20, 2023, the Company's
common stock had a closing bid price of $0.10 or less for ten
consecutive trading days and that, consistent with Nasdaq Listing
Rule 5810(c)(3)(A)(iii), the Nasdaq had determined to delist the
Company's common stock from the Nasdaq Capital Market. The notice
provided that the Company an opportunity to appeal the Nasdaq's
decision to delist the Company's common stock. On Dec. 22, 2023,
the Company submitted a request for a hearing before the Nasdaq
Hearings Panel to appeal the Nasdaq's delisting determination.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions, and
services necessary to engage, manage, and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$27.81 million in total assets, $21.26 million in total
liabilities, and $6.55 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Phunware has a history of net losses since its inception. For the
nine months ended September 30, 2023, the Company incurred a net
loss of [$29,772,000] used [$15,869,000] in cash for operations and
has a working capital deficiency of [$12,721,000]. The foregoing
conditions raise substantial doubt about the Company's ability to
meet its financial obligations as they become due, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
PICANTE GRILLE: Unsecured Non-Tax Claims to Recover 50% to 100%
---------------------------------------------------------------
Picante Grille, LLC, submitted an Amended Disclosure Statement to
accompany Plan of Reorganization dated March 7, 2024.
The Debtor expects to continue business operations, which will
provide the funding for the Plan.
This Plan proposes to make periodic payments to unsecured
creditors. Payments will be made monthly to the Disbursing Agent,
and then disbursed quarterly to the creditors.
Class 3 consists of General Unsecured Creditors. Unsecured
creditors will be paid over time in payments made by the Debtor to
the Disbursing Agent on a monthly basis, then distributed to
creditors on a quarterly basis. The ultimate dividend will be based
on allowed claims.
* General Unsecured Non-Tax Claims total $394,396.99 and will
receive a distribution of 50% to 100% of their allowed claims.
* General Unsecured Tax Claims of the Internal Revenue Service
total $699.63 and will receive a distribution of 50% to 100% of
their allowed claims.
This Plan proposes to make periodic payments to unsecured
creditors. Payments will be made monthly to the Disbursing Agent,
and then disbursed quarterly to the creditors.
Payments to unsecured creditors shall be made by the Debtor on a
monthly basis and distributed to creditors on a quarterly basis.
Once the payment is made by the Debtor, those funds shall be
determined to be the property of the creditors. The projected
monthly payment to the Disbursing Agent is projected to be
$3,500.00. The projected quarterly distribution is $10,500.00.
The Plan is being funded by the Debtor's continued operations.
Additionally, funding for the Plan may come from the following
sources: (i) capital infusions from the existing or future members
of the Debtor; (ii) the sale of some or all of the Debtor's assets;
(iii) credit or loan proceeds.
A full-text copy of the Amended Disclosure Statement dated March 7,
2024 is available at https://urlcurt.com/u?l=vwI2IC from
PacerMonitor.com at no charge.
ounsel for the Debtor:
Donald R. Calaiaro, Esq.
Andrew K. Pratt, Esq.
CALAIARO VALENCIK
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Phone: (412) 232-0930
Fax: (412) 232-3858
E-mail: dcalaiaro@c-vlaw.com
apratt@c-vlaw.com
About Picante Grille
Picante Grille LLC, owns and operates a restaurant in Delmont,
Pennsylvania.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Penn. Case No. 23-21480) on July 7, 2023, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Donald R. Calaiaro, Esq., at Calaiaro Valencik.
PREMIER KINGS: Seeks to Extend Plan Exclusivity to August 21
------------------------------------------------------------
Premier Kings, Inc., and affiliates asked the U.S. Bankruptcy Court
for the Northern District of Alabama to extend their exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to August 21 and September 20, 2024, respectively.
The Debtors explain that although not as large as some cases, the
Debtors' cases are certainly complex. As noted, to move forward
with a consensual and confirmable plan, certain complex issues must
first be resolved, including, but not limited to, (i) an agreed
upon wind-down budget with the prepetition secured lenders, and
(ii) the powers and limitations on the post-confirmation fiduciary
to run the wind-down of the cases.
In addition, while the Debtors believe they will not need the full
extension afforded under the statute, the extension of the periods
will preclude parties from delaying the process to obtain leverage.
Under the unique and complex circumstances of these Chapter 11
Cases, the proposed extension of the Debtors' Exclusive Periods is
appropriate.
Since the inception of the Chapter 11 Cases, the Debtors have
progressed in good faith. The Debtors have already to date: (a)
timely filed their schedules and statements of financial affairs;
(b) successfully established the Claims Bar Date; (c) ran a fulsome
marketing and sale process which culminated in sales in excess of
$45.0 million; and (d) formulated and filed the Plan and Disclosure
Statement.
The Debtors assert that they are not seeking an extension of the
Exclusive Periods for purposes of delaying recoveries to creditors
or forcing them to accede to the Debtors' demands. On the contrary,
the Debtors request this extension so that it can resolve the
outstanding issues in a consensual manner and in an effort to
ensure all parties are fairly compensated. Discussions are ongoing
between the Debtors and prepetition secured lenders and Committee
to reach a consensus on the Plan terms.
The Debtors further assert that they are current on all
postpetition obligations and anticipates that this practice will
continue. Thus, the requested extension of the Exclusive Periods
will not prejudice any legitimate interests of its creditors.
Counsel for the Debtors:
Jesse S. Vogtle, Jr., Esq.
Eric T. Ray, Esq.
HOLLAND & KNIGHT LLP
1901 Sixth Avenue North, Suite 1400
Birmingham, AL 35203
Tel: (205) 226-5700
Fax: (205) 214-8787
E-mail: Jesse.vogtle@hklaw.com
etray@hklaw.com
- and -
Gary H. Leibowitz, Esq.
COLE SCHOTZ P.C.
1201 Wills Street, Suite 320
Baltimore, MD 21231
Tel: (410) 528-2971
Fax: (410) 230-0667
E-mail: gleibowitz@coleschotz.com
About Premier Kings
Premier Kings, Inc., and affiliates are the owners and operators of
174 operating Burger King franchise locations.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 23-02871) on Oct.
25, 2023. At the time of the filing, Premier Kings reported $10
million to $50 million in assets and $50 million to $100 million in
liabilities.
Judge Tamara O. Mitchell oversees the cases.
The Debtors tapped Cole Schotz, PC, as the lead bankruptcy counsel;
Holland & Knight, LLP as local counsel; Bilzin Sumberg Baena Price
& Axelrod, LLP and Lehr Middlebrooks Vreeland & Thompson, P.C. as
special counsels; Raymond James & Associates, Inc. as investment
banker; and The Franchise CPA as accountant. Kurtzman Carson
Consultants, LLC is the Debtors' noticing and claims agent.
On Nov. 6, 2023, the U.S. Bankruptcy Administrator for the Northern
District of Alabama appointed an official committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by the law firm of Christian & Small, LLP.
PRESTO AUTOMATION: CRO Resigns; Board Chair Appointed
-----------------------------------------------------
Presto Automation Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that Justin Foster, chief
revenue officer of the Company, announced his resignation. Mr.
Foster's last day with the Company will be March 18, 2024.
Change in Chairperson of the Board
On March 7, 2024, the Company announced that its board of directors
elected Edward Scheetz, Lead Independent Director, as chairman of
the Board, effective immediately, replacing the prior chairman,
Krishna Gupta.
Appointment of Stephen Herbert
Also on March 7, 2024, the Board appointed Stephen Herbert to the
Board. Mr. Herbert will serve as a Class III director with a term
expiring at the Company's 2025 annual meeting of stockholders. The
board decreased the size of the Board by one from eight to seven
directors, effective immediately.
As previously disclosed, on Nov. 16, 2023, the Company and certain
significant shareholders entered into an Amended and Restated
Governance Agreement. Pursuant to the Governance Agreement, the
REMUS Stockholders (as defined in the Governance Agreement) have
the right to appoint two directors to the Board. The REMUS
Stockholders, pursuant to the Governance Agreement, nominated Mr.
Herbert to the Board.
Stephen Herbert, 60, is the chief executive officer and Chairman of
Armada Acquisition Corp I. Mr. Herbert was affiliated with USAT in
various positions from April 1996 to October 2019, most recently as
CEO from November 2011 until he left the company. During his
tenure at USAT, Mr. Herbert was recognized for his innovative
leadership, including by Smart CEO, and as an EY Entrepreneur of
the Year Finalist in the Greater Philadelphia area, and USAT
received the following awards: Frost and Sullivan for Customer
Value Leadership in the Integrated Financial Services and Retail
Market, IoT Evolution Smart Machines Innovation, and a Deloitte
Fast 500 Company. From 1986 to April 1996, Mr. Herbert was
employed by Pepsi-Cola, the beverage division of PepsiCo, Inc., in
various capacities, most recently as Manager of Market Strategy
where he was responsible for directing development of market
strategy for the vending channel, and subsequently, the supermarket
channel for Pepsi-Cola in North America. Mr. Herbert graduated
with a Bachelor of Science degree from Louisiana State University.
He serves on the LSU, Dean's Advisory Council for the College of
Humanities, and the LSU Foundation - National Board – the group
that leads the University's present $1.5 billion capital campaign.
There is no arrangement or understanding between Mr. Herbert and
any other persons pursuant to which such director was selected as a
director of the Company.
On Oct. 13, 2023, the Company and Mr. Herbert entered into a
consulting agreement, as subsequently amended, pursuant to which
the Company agreed to pay Mr. Herbert $15,000 per month in exchange
for certain services relating to the Company's Touch business. The
consulting agreement terminated on Feb. 15, 2024.
Mr. Herbert will receive compensation for his service on the Board
on the same basis as all other non-employee directors of the
Company.
About Presto Automation
Presto (Nasdaq: PRST) provides enterprise-grade AI and automation
solutions to the restaurant industry. Presto's solutions are
designed to decrease labor costs, improve staff productivity,
increase revenue, and enhance the guest experience. Presto 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 Presto's customers, including Carl's Jr.,
Hardee's, and Checkers for Presto Voice.
"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
continues efforts 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 offer any
assurances they will be effectively implemented. The Company
cannot offer any assurance that any additional financing will be
available on acceptable terms or at all. If the Company is unable
to raise additional capital it would likely lead to an event of
default under the Credit Agreement and the potential exercise of
remedies by the Agent and Lender, which would materially and
adversely impact its business, results of operations and financial
condition," the Company said in its Quarterly Report for the period
ended Sept. 30, 2023.
PRIME PLASTIC: Court OKs Cash Collateral Access Thru April 17
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Prime Plastic Surgery Associates Corp. and affiliates to
use cash collateral, on an interim basis, in accordance with the
budget, through April 17, 2024.
The Debtor requires the use of cash collateral to operate its
business, which provide critical support services to multiple
plastic surgery practices.
On July 20, 2022, White Oak provided a loan to Prime Plastic
Surgery Management, LLC in the amount of $10 million, at a variable
interest rate. White Oak later increased this amount to $40
million. The Debtor and its subsidiaries signed the Loan Agreement
but only as guarantors. Although Debtor received some value from
the Loan Agreement, it was well below the value of the guarantee it
provided for the $40 million loan.
The cash collateral is held in the Debtor's debtor-in-possession
checking account with JP Morgan Chase Bank. At the time of filing,
the Debtor has approximately $121,000 in its account.
As adequate protection for the Debtors' use of cash collateral
during the Interim Period, as well as the Debtors' use of cash
collateral used without the Court's approval, White Oak Global
Advisors for itself and on behalf of the Lenders will be granted a
valid, enforceable, non-avoidable and automatically perfected
post-petition security interest in and liens on all property of the
Debtors and its estate of the type that was prepetition collateral,
and the proceeds thereof which will be perfected by the entry of
this order and without the necessity of filing any UCC financing
statements of record, all of which is covered under 11 U.S.C.
section section 552; provided, however, White Oak is authorized,
but is not obligated, to file UCC financing statements against the
Debtors, as the Debtors and Debtors-ln-Possession, in connection
with the granted Replacement Liens.
A final hearing on the matter is set for April 12 at 11 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=2aDIFw
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=9dOK6d
from PacerMonitor.com.
About Prime Plastic Surgery Associates Corp.
Prime Plastic Surgery Associates Corp. sought protection under
Chapter 11 of the U.S Bankruptcy Code (Bankr. S.D. Cal. Lead Case
No. 24-00514) on February 17, 2024. In the petition signed by James
Chao, president, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Christopher B. Latham oversees the case.
Benjamin Carson, Esq., at LAW OFFICES OF BENJAMIN M. CARSON, P.C.,
represents the Debtor as legal counsel.
PROOFPOINT INC: S&P Affirms 'B-' Rating on First-Lien Term Loan
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue-level rating on
Sunnyvale, Calif.-based Proofpoint Inc.'s first-lien term loan
following the company's announcement it will issue an $800 million
add-on to the loan to refinance its existing second-lien facility.
The add-on will be fungible with Proofpoint's existing senior
secured first-lien debt. The '3' recovery rating is unchanged,
indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default. S&P
projects that the transaction will reduce the company's interest
expense by more than $25 million annually.
S&P said, "Our 'B-' issuer credit rating and stable outlook on
Proofpoint are unchanged. The company's business model is highly
recurring, given that it derives almost all of its revenue from
subscriptions. The renewal rates for its products have also
remained consistently above 90% over the past few years. We view
Proofpoint as a leader in the secure email gateway end market,
where it competes against e-mail security products from Microsoft
Corp., Cisco Systems Inc., and Mimecast. The company has a
well-diversified customer base with no customer concentrations. We
expect Proofpoint's business will remain highly recurring, with
strong customer retention rates and improving profitability over
the next few years."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P values the company using a 6.5x multiple of its projected
emergence EBITDA. This multiple is at the midpoint of the range of
multiples it uses for software companies.
-- S&P's simulated default scenario contemplates a default
occurring in 2026 due to customer losses, weaker-than-expected
profitability, and competition.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $318 million
-- EBITDA multiple: 6.5x
The revolving credit facility is 85% drawn at default.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.96
billion
-- First-lien debt outstanding at default: $3.64 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
Ratings List
PROOFPOINT INC.
Issuer Credit Rating B-/Stable/-- B-/Stable/--
ISSUE-LEVEL RATINGS AFFIRMED; RECOVERY EXPECTATIONS REVISED
PROOFPOINT INC.
Senior Secured B- B-
Recovery Rating 3(50%) 3(65%)
PROSPECT 631: Case Summary & Four Unsecured Creditors
-----------------------------------------------------
Debtor: Prospect 631 Venture Corporation
146 Spencer St
Brooklyn, NY 11205
Business Description: Prospect 631 is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)). The Debtor is a 30% owner of
the real property located at 631 Prospect
Place, Brooklyn, NY 11212 having a current
value of $1.4 million.
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-41116
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Avrum J. Rosen, Esq.
LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New St
Huntington, NY 11743-3327
Tel: 631-423-8527
Fax: 631-423-4536
Email: arosen@ajrlawny.com
Total Assets: $1,400,000
Total Liabilities: $1,264,000
The petition was signed by Adler Milord as managing director.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/B6F3A4Q/Prospect_631_Venture_Corporation__nyebke-24-41116__0001.0.pdf?mcid=tGE4TAMA
PULMATRIX INC: Board OKs Termination of CMO
-------------------------------------------
Pulmatrix, Inc. reported in a Form 8-K filed with the Securities
and Exchange Commission that on March 7, 2024, the Board of
Directors of the Company approved the termination of the Company's
chief medical officer, Dr. Margaret Wasilewski's, employment with
the Company.
The termination of the employment of the Company's CMO is in
connection with the elimination of the position within the Company
so as to transition to an outsourced, part-time CMO model, and is
not in connection with any disagreement regarding any matter
relating to the Company's operations, policies or practices.
Severance payments, any approved but unpaid bonus and health
insurance premiums will be paid to Dr. Wasilewski pursuant to the
terms of the employment letter, dated Jan. 27, 2022, by and between
the Company and Dr. Wasilewski, as amended.
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline includes treatments for serious lung diseases such as
allergic ronchopulmonary aspergillosis and lung cancer, as well as
neurologic disorders such as acute migraine. Pulmatrix's product
candidates are based on iSPERSE, its proprietary engineered dry
powder delivery platform, which seeks to improve therapeutic
delivery to the lungs by maximizing local concentrations and
reducing systemic side effects to improve patient outcomes.
Pulmatrix reported a net loss of $18.84 million in 2022, a net loss
of $20.17 million in 2021, a net loss of $19.31 million in 2020, a
net loss of $20.59 million in 2019, and a net loss of $20.56
million for the year ended Dec. 31, 2018.
RACKSPACE TECHNOLOGY: Closes Refinancing Transactions
-----------------------------------------------------
Rackspace Technology announced that it has closed a private debt
exchange with certain of its creditors representing more than 72%
of the Company's first lien term loans and more than 64% of its
first lien notes, as well as 100% of its Revolving Credit Facility
("RCF") commitments.
Through the Private Exchange, Rackspace has eliminated more than
$375 million of net debt and has received $275 million of new money
that will come to the balance sheet as additional liquidity to
advance key strategic initiatives. Additionally, the maturities on
the RCF and other participating senior debt facilities were
extended to May 2028.
In connection with the transaction, the Company plans to launch a
public debt exchange offer to all its outstanding lenders and first
lien noteholders. The Public Exchange Offer will offer existing
lenders and first lien noteholders new term loans or new first lien
notes, as applicable, with an improved security position, tighter
covenants, and other restrictions. Through full participation in
the Public Exchange Offer, the Company has the opportunity to
eliminate more than $600 million in net debt, reducing net annual
interest expense by approximately $13 million.
These transactions represent another significant step forward in
the Company's capital structure evolution. Following the closing
of the Public Exchange Offer and assuming full participation,
Rackspace will have raised $575 million of new capital over the
past 12 months, reducing the Company's net financial debt by over
$900 million during such period and lowering its net annual
interest expense by approximately $40 million. In addition, with
the extension and amendment of the RCF, Rackspace will continue to
have access to the full $375 million available under the RCF,
bringing total liquidity to over $700 million.
"By both significantly reducing our debt and infusing new capital,
this transaction strengthens Rackspace Technology's financial
position and enhances our ability to continue delivering value to
our customers with industry-leading hybrid, multicloud and AI
solutions," said Amar Maletira, chief executive officer of
Rackspace Technology. "The confidence of our financial partners is
an encouraging testament to the momentum we have achieved over the
last year, and we look forward to accelerating execution of our
strategic growth initiatives."
There will be no change in Rackspace's equity ownership as a result
of the transaction, which significantly decreases the Company's
debt balance and reduces its interest expense.
Advisors
Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal
counsel for the Company, PJT Partners LP served as investment
banker for the Company, and C Street Advisory Group served as
strategic communications advisor in the transaction. Latham &
Watkins LLP served as legal counsel to the special committee of the
Company’s board of directors.
About Rackspace Technology
Headquartered in San Antonio, Texas, Rackspace Technology, Inc. --
www.rackspace.com -- is an end-to-end multicloud technology
services company. The Company designs, builds, and operates its
customers' cloud environments across all major technology
platforms, irrespective of technology stack or deployment model.
The Company partners with its customers at every stage of their
cloud journey, enabling them to modernize applications, build new
products and adopt innovative technologies.
Rackspace reported a net loss of $804.8 million in 2022, a net loss
of $218.3 million in 2021, and a net loss of $245.8 million in
2020. As of June 30, 2023, the Company had $4.66 billion in total
assets, $4.63 billion in total liabilities, and $31.9 million in
total stockholders' equity.
* * *
As reported by the TCR on May 18, 2023, S&P Global Ratings lowered
its issuer credit rating on Rackspace to 'CCC+' from 'B-' and
revised the outlook to negative from stable. S&P said the negative
outlook reflects the rising risk of distressed exchange by
thecompany from further EBITDA margin degradation and free cash
flows sustaining negative.
REGAL PRESS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Regal Press, Inc.
79 Astor Avenue
Norwood, MA 02062
Chapter 11 Petition Date: March 13, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-10485
Debtor's Counsel: D. Ethan Jeffery, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
28 State Street
Suite 3101
Boston, MA 02109
Tel: (617) 423-0400
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by William N. Duffey, Jr. as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YHFFNEI/The_Regal_Press_Inc__mabke-24-10485__0001.0.pdf?mcid=tGE4TAMA
RENTERS WAREHOUSE: SSG Advises St. Cloud in Asset Sale
------------------------------------------------------
SSG Capital Advisors, LLC (SSG) served as the investment banker to
one of the funds of St. Cloud Capital LLC (St. Cloud), the senior
secured lender of Renters Warehouse (the Company), a United
States-based single-family home rental services platform. SSG
provided debt advisory services to St. Cloud that facilitated the
sale of the assets of RW OpCo, LLC, t/a Renters Warehouse to GA
Technologies Co. Ltd. through its subsidiary GA Technologies USA
Inc. The transaction was effectuated pursuant to Article 9 of the
Uniform Commercial Code and closed in March 2024.
Founded in 2007, Renters Warehouse is a leading real estate
marketplace business and rental management platform for retail and
institutional investors. With the second-largest single-family
rental online marketplace in the United States, Renters Warehouse
leverages technology to provide an integrated service to all
stakeholders involved in real estate transactions, including
investors, residents, and management companies. The Company was
brought public in 2022 via a de-SPAC deal after years of growth.
The transaction did not provide adequate liquidity to support the
growth trajectory and the Company and St. Cloud sought strategic
alternatives to support operations and preserve the value of the
platform.
SSG was retained to advise St. Cloud on its secured position and
solicit offers for the sale of the assets of RW OpCo, which
included equity interests in multiple operating subsidiaries. A bid
received by the Company from GA Technologies USA Inc. was the
highest and best offer for substantially all the Company’s
assets. SSG’s extensive experience with Article 9 transactions
and advising clients through complex transactions provided support
to St. Cloud throughout the process and created the maximization of
value in an expedited time frame.
St. Cloud is a Los Angeles, CA-based private investment firm that
provides growth capital to the lower middle market throughout the
United States.
GA Technologies is a Japan-based company engaged in the development
and operation of real estate transaction platforms that is
expanding globally.
Other professionals who worked on the transaction include:
* Aaron S. Rothman, Jeffrey T. Kucera, and Emily K. Steele of
K&L Gates LLP, counsel to St. Cloud Capital LLC;
* Dean D. Willer, Christopher M. Hussey, Matthew C. Robinson,
and Jeremy M. Walls of Winthrop & Weinstine P.A., counsel to RW
OpCo, LLC; and
* Ken Lebrun, Paul Lee, and Maarten van der Plas of Davis Polk
& Wardwell LLP, counsel to GA Technologies USA Inc.
ROBERT P. OBREGON: Unsecureds to Get 22.17% of Claims over 3 Years
------------------------------------------------------------------
Robert P. Obregon, DDS, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of California a First Amended Plan of
Reorganization dated March 7, 2024.
The Debtor is a closely held corporation owned wholly by Robert P.
Obregon, who has been a licensed and practicing dentist since 1987.
The Debtor operates its dental practice business from its
commercial real property located at 8035 Madison Avenue #G1, Citrus
Heights, California 95610.
The Debtor filed the instant case as a result of obtaining too many
loans prior, during and after the COVID pandemic, including an SBA
EIDL loan which provided necessary cash flow to keep its doors open
during the lock down.
The Debtor has been operated by Robert P. Obregon, who is the
Debtor's sole shareholder, director and officer. The Debtor has
managed its business and affairs as a debtor-in-possession
throughout this bankruptcy proceeding. Robert P. Obregon will
remain the Debtor's sole shareholder, director and officer after
the confirmation of the Plan.
The Debtor's financial projections show that the Debtor will have
projected disposable income for the 36-month of $141,578.64. The
final Plan payment is expected to be paid at the end of the third
year of the Effective Date.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future disposable income for a period of 36 months received
from Debtor's operation of its dental practice.
This Plan provides for 7 classes of secured non-priority claims; 1
class of unsecured non-priority general claims and 1 class of
Debtor's equity holder's claim. This Plan also provides for the
payment of administrative claims and priority claims.
Class 8 consists of Unsecured Nonpriority Claims. The Debtor
estimates that the total amount of general unsecured claims,
including the deficiency claims of Classes 2, 3, 4, 5, & 6 to be
approximately $1,098,883.21. The Debtor shall pay pro rata share of
$243,578.64 or 22.17% of allowed unsecured claims over 3 years from
the Effective Date of the Plan less administrative priority fee
paid to the Subchapter V trustee.
On the first day of the month following the month in which the
Effective Date of the Plan occurs, the Debtor shall begin either
monthly quarterly payments on the Class 8 Unsecured Nonpriority
Claims. In the event a claimant's scheduled monthly distribution
under the Plan is less than $10.00, Debtor reserves the right to
disburse the total scheduled distribution under the Plan to such
claimant in one lump sum payment within the first 12 months
following the Effective Date.
Equity Security Holders shall not receive a dividend until the
payments contemplated by this Plan are completed. However, Equity
Security Holders may receive payment for their services to the
Debtor. In the event that an Equity Security Holder forgoes
postconfirmation pay that pay shall accrue to the Equity Security
Holder as a post-confirmation liability payable when cash flow
permits or upon the sale or transfer of the Debtor.
The Debtor shall fund the Plan with the proceeds and profits from
operating its dental practice and servicing the general public.
A full-text copy of the First Amended Plan dated March 7, 2024 is
available at https://urlcurt.com/u?l=p1l6kP from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Gabriel E. Liberman, Esq.
Law Offices Of Gabriel Liberman, APC
1545 River Park Drive, Suite 530
Sacramento, CA 95815
Tel: (916) 485-1111
Fax: (916) 485-1111
Email: Gabe@4851111.com
About Robert P. Obregon, DDS
Robert P. Obregon DDS Inc. is a family, cosmetic and implant
dentistry based in Citrus Heights, Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-23620) on Oct. 13,
2023, with $712,637 in assets and $1,922,082 in liabilities. Robert
Obregon, president, signed the petition.
Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman,
APC represents the Debtor as legal counsel.
RUSSELL INVESTMENTS: Moody's Affirms 'B1' CFR, Outlook Negative
---------------------------------------------------------------
Moody's Ratings has affirmed Russell Investments Cayman Midco,
Ltd.'s ("Russell") long-term Corporate Family Rating at B1 and its
probability of default rating at B1-PD. Moody's has also affirmed
the senior secured first lien bank credit facility issued by
co-borrowers, Russell Investments US Institutional Holdco, Inc. and
Russell Investments US Retail Holdco, Inc., at B1. The outlook
remains negative.
The proposed transaction involves extending the existing term loan
by 24 months to May 30, 2027. The spread will increase to S+500
from S+350 and there will be 150 basis points of PIK interest. The
balance of the loan will increase slightly to $1,207 million from
$1,160 million reflecting the inclusion of a PIK original issue
discount.
RATINGS RATIONALE
The rating affirmation principally reflects the fact that this
transaction will address Russell's near-term refinancing risk by
extending the maturity of the company's term loan by two years to
2027. However, the benefits of this transaction do not come without
additional cost to the company as cash interest expense is expected
to increase by approximately $18 million annually. The affirmation
also incorporates an expectation for some improvement in the
company's leverage ratio over the next several quarters driven by
in-process cost saving initiatives, improved investment
performance, and improved net flows driven by lower redemptions and
a higher level of new mandate wins than in recent years.
The negative outlook reflects risks related to achieving identified
cost savings, the ability to build on recent positive momentum in
net flow trends, maintain good investment performance and
ultimately grow EBITDA and reduce leverage.
The B1 rating reflects (1) the company's solid position in the
large outsourced chief investment office (OCIO) market; (2)
recurring revenue base; (3) strong AUM retention rates; and (4)
high degree of diversification by geography. The company's rating
is constrained by (1) contracting market share in its core OCIO
market; (2) high leverage and (3) weak profitability.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, an upgrade is unlikely. The outlook
could return to stable if (1) Debt/EBITDA (including Moody's
standard adjustments) is sustained below 6.0x; (2) revenue growth
accelerates on a sustained basis; and (3) net flows turn positive
for several consecutive quarters, particularly in the company's
core OCIO business.
Conversely, the ratings could be downgraded if (1) Debt/EBITDA
(including Moody's standard adjustments) is sustained above 6.0x;
(2) net outflows persist at or above current trends; and (3)
pre-tax margin is sustained below 10%.
Russell Investments, headquartered in Seattle, WA, is a global
asset manager with $193 billion in traditional AUM as of December
31, 2023.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
SAMJANE PROPERTIES: Amends Unsecured Claims; Plan Hearing April 16
------------------------------------------------------------------
SamJane Properties, LLC, submitted a Third Amended Disclosure
Statement with respect to Third Amended Plan dated March 7, 2024.
Following the commencement of the Chapter 11 Case, the Debtor
continued in possession of its assets as Debtor in Possession under
the protection of the Bankruptcy Court.
Class 2 General Unsecured Claims: The Claims in Class 2 total
approximately $1,900.00. Debtor reserves the right to file an
objection to any proof of claim filed in the Bankruptcy Case.
Allowed Claims in Class 2 shall be paid in full from Available Cash
upon the later of (i) the Effective Date; (ii) the date on which
such claim is an Allowed Claim; or (iii) as soon thereafter as
there is sufficient Available Cash to make such payment. This class
is impaired.
The distributions will be made by disbursing a pro rata share of
Available Cash to each holder of an Allowed Class 2 Claim.
Distributions will be made only after and only to the extent that
all Class 1 Secured claims, all Administrative Expenses, and all
Priority Unsecured Tax Claims, and all Other Priority Claims are
paid in full, and to the extent Debtor has Available Cash.
Class 3 consists of Allowed Interests. The holders of Allowed
Interests in Class 3 shall receive all Available Cash, if any,
remaining after full payment of all allowed Administrative Expense
Claims, Allowed Priority Unsecured Claims, Allowed Priority Tax
Claims, Allowed Class 1 Claims, and Allowed Class 2 Claims. This
class is not impaired.
The distributions will be made by disbursing a pro rata share of
Available Cash to each holder of an Allowed Interest in Class 3.
Distributions will be made only after and only to the extent that
all Administrative Expense Claims, Allowed Priority Unsecured
Claims, Allowed Priority Tax Claims, Allowed Class 1 Claims, and
Allowed Class 2 Claims have been paid in full.
Payments to holders of Allowed Claims and Interests and otherwise
provided in the Plan shall be funded from Debtor's Available Cash.
Debtor believes the Real Estate has a fair market value of
$725,000.00 to $750,000.00 and that a sale of the Real Estate would
provide sufficient funds to pay in full all Allowed Claims and
Interests and other amounts payable under the Plan.
As Debtor has no operations, the sole source of funding in the Plan
will be from the proceeds of a sale of the Real Estate. Debtor,
upon entering into a contract to sell the Real Estate, intends to
file a motion with the Bankruptcy Court to approve said sale. If
there is no sale of the Real Estate, no Creditors will be paid
under the Plan.
The Court scheduled a hearing to consider Confirmation of the Plan
for April 16, 2024 at 10:00 a.m., and prior thereto the Creditors
may vote on the Plan. The Bankruptcy Court has directed that
objections, if any, to confirmation of the Plan be filed with the
Bankruptcy Court and served so that they are received on or before
April 9, 2024.
A full-text copy of the Third Amended Disclosure Statement dated
March 7, 2024 is available at https://urlcurt.com/u?l=0Injx3 from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Robert A. Breidenbach, Esq.
GOLDSTEIN & PRESSMAN, P.C.
7777 Bonhomme Ave., Suite 1910
Clayton, MO 63105
Telephone: (314) 727-1717
Facsimile: (314) 727-1447
Email: rab@goldsteinpressman.com
About Samjane Properties
SamJane Properties, LLC, owns the land, the furniture, fixtures and
equipment located at 2386 N. HWY 67, Florissant, MO 63033.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Mo. Case No.
23-43553) on Oct. 2, 2023, with $500,001 to $1 million in assets
and $0 to $50,000 in liabilities.
Judge Bonnie L. Clair oversees the case.
Robert A. Breidenbach of Goldstein & Pressman is the Debtor's legal
counsel.
SANO RACING: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Sano Racing Stables, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, for
authority to use the cash collateral of the U.S. Small Business
Administration and provide adequate protection.
The Debtor requires the use of cash collateral to pay its regular
daily expenses in accordance with the budget, with a 10% variance.
Prior to the Petition Date, the Debtor became indebted to several
merchant credit advance companies and other parties. The Debtor's
pre-COVID perfected secured claims total in excess of $600,000. The
Debtor believes that the aggregate value of its assets is less than
$600,000. Accordingly, taking into account the dates of perfection,
value of the Debtor's assets, and outstanding loan amounts, the
Debtor believes that any claims that were incurred/perfected after
the 2020 is wholly unsecured pursuant to 11 U.S.C. Section 506(a).
Accordingly, the Debtor believes that the claims of J.P. Morgan
Chase Bank, N.A., and TD Bank, N.A. are wholly secured and the
claim of the U.S. Small Business Administration is secured up to
the value of the Debtor's assets.
On April 4, 2014, the Debtor obtained a loan from Chase Bank, which
loan is insured by the U.S. Small Business Administration. In
connection with the SBA Loan, Chase Bank filed a form UCC-1
Financing Statement with the Florida Secured Transaction Registry
under File No. 201401163627, which indicates that Chase Bank has a
perfected interest on all of the Debtor's assets. The Debtor is not
aware of the exact current balance on the SBA Loan as of the
Petition Date but believes it to be approximately $100,000.
On October 22, 2019, the Debtor obtained a loan from TD Bank. In
connection with the TD Bank Loan, TD Bank filed a form UCC-1
Financing Statement with the Florida Secured Transaction Registry
under File No. 201909957958, which indicates that Chase Bank has a
perfected interest on all of the Debtor's assets. The Debtor is not
aware of the exact current balance on the TD Bank Loan as of the
Petition Date but believes it to be approximately $20,500.
On June 28, 2020, the Debtor obtained a COVID-19 Economic Injury
Disaster Loan from the SBA in the principal amount of $500,000. In
connection with the EIDL Loan, the SBA filed a form UCC-1 Financing
Statement with the Florida Secured Transaction Registry under File
No. 202002701022, which indicates that the SBA has a perfected
interest on all of the Debtor's assets. The Debtor is not aware of
the exact current balance on the EIDL Loan as of the Petition Date
but believes it to be approximately $500,000.
The following creditors may assert liens against the Debtor's
assets by virtue of their respective prepetition security interest
(as evidenced by the filings of UCC-1 financing statements), but
for which the Debtor believes the claims to be wholly unsecured
pursuant to 11 U.S.C. Section 506(a):
1. V Cap Group;
2. Botte de Zovi Maria Christina; and
3. Corporation Service Company.
The Debtor proposes to provide Secured Creditors a post-petition
replacement lien pursuant to 11 U.S.C. Section 361(2) on and in all
property of the Debtor acquired or generated after the Petition
Date, but solely to the same validity, extent and priority, and of
the same kind and nature, as the lien(s) Secured Creditors had on
the Debtor's assets as of the Petition Date.
The Debtor requests that the replacement liens granted to the
Secured Creditors pursuant to the terms thereof be at all times
subject and junior to: (i) the fees of the Office of the U.S.
Trustee pursuant to 28 U.S.C. Section 1930; (ii) any court costs,
and (iii) the fees and expenses for Court approved professionals
awarded by the Court in the amounts and as set forth in a
prospective approved final and that replacement liens granted to
Secured Creditors will be valid and perfected without the need for
the execution or filing of any further documents or instruments.
A copy of the motion is available at https://urlcurt.com/u?l=I7p6F9
from PacerMonitor.com.
About Sano Racing Stables, LLC
Sano Racing Stables, LLC is a Florida limited liability company
based out of Gulfstream Park, located at 901 S. Federal Highway,
Hallandale, Florida 33099. The business of the Debtor is the
raising and training of race horses, through the company’s owner,
Salvador A. Sano.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr,. S.D. Fla. Case No. 24-12298-SMG) on March
11, 2024. In the petition signed by Salvador A. Sano Formica,
manager, the Debtor disclosed up to $50,000 in both assets and
liabilities.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on January 30, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Sensata Technologies B.V. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Attleboro, Massachusetts, Sensata Technologies
B.V. produces automotive components.
SOMETHING SWEET: Court Denies Two PACA Motions in Bankruptcy Case
-----------------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware denied Loeb Term Solutions, LLC, and Capital
Equipment Solutions, LLC's motion to sever an adversary complaint
and motion for a more definite statement of facts filed by Peterson
Farms, Inc., and First Call Trading Corp. d/b/a The Program, in the
bankruptcy case of Something Sweet Acquisition, Inc., and Something
Sweet, Inc.
The plaintiffs are in the business of buying and selling wholesale
quantities of fresh and frozen produce. The debtors, who were
dealers of wholesale quantities of produce, allegedly bought
produce from the plaintiffs prior to the bankruptcy. The
Perishable Agricultural Commodities Act ("PACA") regulates the
trading practices in the produce industry, requiring all dealers,
merchants, and brokers to be licensed. Under the Act, a statutory
trust arises by operation of law upon the delivery of produce,
whereby the buyer holds the produce, products derived from that
produce, and the accounts receivable or proceeds of that produce in
a non-segregated, floating trust. The trust remains in existence
until all of the buyer's produce suppliers are paid in full. The
purpose of the trust is to protect suppliers against the buyer
granting other creditors security interests in its inventory and
accounts receivable,
and thus "leaving the supplier to hold an empty bag in the event of
the buyer's bankruptcy."
Prior to the debtors filing for bankruptcy, the plaintiffs
allegedly sold wholesale quantities of produce to the debtors. The
plaintiffs argue that a PACA trust arose upon the delivery of the
produce to the buyer. The plaintiffs contend that since they
remain unpaid for the amount of produce sold, those amounts are
held, by the chapter 7 trustee, in trust for their benefit until
they are paid in full.
The plaintiffs brought this adversary proceeding against the
defendants to obtain a declaratory judgment that the funds held by
the chapter 7 trustee are held in a statutory trust for their
benefit under the PACA. The complaint also seeks the turnover,
from various defendants, of the funds allegedly held in trust.
The plaintiffs also assert claims against non-debtor defendants.
They argue that those defendants' claims against the estate are
subordinate to the plaintiffs' PACA claims since PACA trust
beneficiaries are entitled to full payment before the trustee may
lawfully pay other creditors with funds upon which a PACA trust is
impressed. The plaintiffs argue that the non-debtor defendants
have received and/or continue to hold the debtors' assets in breach
of the PACA trust.
The defendants respond to the plaintiffs' complaint with a motion
to sever the claims, arguing that the claims are improperly joined
under Rule 20(a). Those defendants argue that the plaintiffs
cannot bring their PACA claims together
since they are separate, unrelated produce suppliers, whose claims
arose from different transactions with the debtors. The
plaintiffs, however, argue that their claims should proceed jointly
because they are both beneficiaries of the same PACA trust and are
thus entitled to share pro rata in the trust res.
The Court denied the defendants' motion to sever the claims.
The Court finds there is a sufficiently logical relationship
between the plaintiffs' claims to permit them to be joined in a
single action. Their claims arise out of a "series of transactions
or occurrences" as that term is used in Rule 20(a)(1)(A). The
Court states the plaintiffs' claims also share a common question of
law under the PACA statutory trust because they are allegedly
co-beneficiaries under the trust and would be entitled to share pro
rata in the assets of that trust. The claims may therefore be
joined in a single complaint.
The defendants also contend that the plaintiffs should be required
to plead more specific facts about the timing of the delivery of
produce, the requests for payment, and the steps taken to establish
and preserve the PACA claims. The defendants contend that because
the plaintiffs combined their unrelated claims, the complaint's
"vague allegations" place the defendants in the difficult position
of trying to answer interwoven claims without the benefit of
narrowing the issues.
The Court also denied the defendants' motion for a more definite
statement. The Court states a party may move for a more definite
statement under Rule 12(e) if the complaint is "so vague or
ambiguous that a party cannot reasonably be required to frame a
responsive pleading." A motion for more definite statement is
reserved for scenarios in which the pleading is "wholly
uninformative as to the basis for the claim." These motions,
however, are generally disfavored and will not be granted "where
the information sought by the motion could easily be obtained by
discovery."
The Court holds the complaint reasonably puts the defendants on
notice of the plaintiffs' PACA claims. While the plaintiffs'
complaint may lack specific detail, claims are not so
unintelligible that the defendants cannot possibly frame responsive
pleadings. The Court notes the defendants' request for additional
facts is a matter more appropriately addressed through the
discovery process.
A copy of the Court's decision dated March 7, 2024, is available at
https://tinyurl.com/mrf44t4f
About Something Sweet Acquisition
Something Sweet Acquisition, Inc., a grocery and related product
merchant wholesaler based in New Haven, Conn., and its affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 21-10992) on July 20, 2021. At the time of
the filing, Something Sweet Acquisition had between $1 million and
$10 million in both assets and liabilities. Judge Benjamin A. Kahn
oversees the cases.
Bielli & Klauder LLC and The Peakstone Group, LLC, serve as the
Debtor's legal counsel and investment banker, respectively.
Reliable Companies is the claims and noticing agent.
The U.S. Trustee for Region appointed an official committee of
unsecured creditors in the Debtors' cases on July 21, 2021. The
committee tapped Horwood Marcus & Berk Chartered as lead bankruptcy
counsel and Armstrong Teasdale, LLP as Delaware and conflicts
counsel.
SSA BALTIMORE: Moody's Lowers Rating on 2021 Revenue Bonds to Ba2
-----------------------------------------------------------------
Moody's Ratings has downgraded to Ba2 from Baa3 the ratings on SSA
Baltimore Holdings DST (SSA Baltimore Office Project)'s Federal
Lease Revenue Bonds (SSA Baltimore Project), Federally Taxable
Series 2021, issued by the Maryland Economic Development
Corporation (MEDCO). The downgrade reflects Moody's assessment that
the likelihood of lease renewal has weakened due to the
slower-than-expected return to office, weak office market trends in
the Baltimore area, and increased federal government focus on
consolidating its leased office footprint. The outlook is stable.
Previously, the rating was on review for downgrade.
Moody's have also updated the organization name to SSA Baltimore
Holdings DST from SSA Baltimore Holdings, LLC to reflect the change
in the borrower's legal name.
RATINGS RATIONALE
The downgrade to Ba2 reflects Moody's assessment that the
likelihood that the US government (Aaa negative), acting through
the General Services Administration (GSA), will renew its lease has
weakened due to the slower-than-expected return to office,
deteriorating office market trends in the Baltimore area, and
increased federal government focus on consolidating its leased
office footprint. In addition, the recent high interest rate
environment increases future refinancing risk, albeit with 10 years
remaining to lease expiration. The recent period of high inflation
has also driven up property management costs, which can eventually
erode resources available for building maintenance, increasing the
risk of weakening relationships and reduced federal commitment to
the building.
The Ba2 also reflects several other factors including the credit
strength of the United States government (Aaa negative) to make
timely lease payments and the essentiality of the facility to the
mission of the Social Security Administration (SSA),
counterbalanced by high leverage on the project and the need for
lease renewal and refinancing to fully service the debt.
Moody's views the lease with the General Services Administration,
on behalf of SSA, to be very likely to be renewed on or before
expiration in January 2034. The bonds mature after the lease term
ends and very high leverage will remain but Moody's expect that the
lease renewal terms will support a refinancing and repayment of
amounts outstanding at that time. In Moody's opinion the financed
project, a Class A office building in the city of Baltimore, MD
(Aa2 stable) that is the SSA's largest regional processing center,
is essential, supporting Moody's view of lease renewal. This is
somewhat offset by the risk that future technology advancements,
increased remote work or federal policy changes could reduce the
government's need for this size facility.
Absent lease renewal, recovery for bondholders will be minimal.
Based on current market trends and relatively high interest rates,
it will be challenging to find a new tenant or owner to occupy the
large building and pay an adequate lease amount relative to the
high amount of debt outstanding.
Aside from renewal risk, this project benefits from a satisfactory
legal and cash flow structure, which includes a strong US federal
government tenant through January 2034, a mortgage lien on the
facility and the assignment and direct payment of all lease
payments to the trustee, that reduces bondholders' exposure to
operating risk of the borrower and property manager, as well as a
debt service reserve fund.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that the gradual
return to the SSA office and slow but steady office market
stabilization in Baltimore will support stable likelihood of lease
renewal over the next 12 to 18 months, and that the 10-year lead
time until lease expiration provide sufficient time for further
office market improvement.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Reduction in debt levels or final bullet payment that reduces
overall leverage and refinancing risk
-- Strong indications that the lease with the GSA will be renewed
before expiration with terms that enable all bond payments to be
serviced with revenue from leases currently in force
-- A large increase in the market value of the project, or a
verified market valuation of the property, that support high
bondholder recovery in the event the lease is not renewed
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Increased risk of nonrenewal of the lease, because of sustained
low building utilization, change in federal leasing policies,
continued increase in available office space with similar
specifications in the area, deterioration in asset condition, or
weakened lessor/lessee relationship
-- A material credit weakening of the United States or
interruption or delay in monthly lease payments
-- Increased leverage on the project
-- Nonperformance of its obligations under the lease by the
borrower
LEGAL SECURITY
The bonds are paid by payments from the GSA, acting on behalf of
the Social Security Administration, including monthly lease
payments, made to the borrower/lessor, SSA Baltimore Holdings DST,
an affiliate of Marathon Investments and Net Lease Capital
Advisors, LLC, the ultimate owners. As the conduit issuer, MEDCO
will service the debt using proceeds received under the terms of a
loan agreement with SSA Baltimore Holdings. In turn SSA Baltimore
Holdings will repay the loan solely using revenue received under
its lease agreement with the GSA. The bonds are also secured by a
mortgage lien on the leased facility and a debt service reserve
fund funded at one month's maximum annual debt service.
PROFILE
The United States is the world's largest economy and is the center
of global trade and finance, with a gross domestic product of $20.9
trillion in 2020. Its population of 328 million is third-largest.
The Maryland Economic Development Corporation (MEDCO) is a public
instrumentality of the state of Maryland (Aaa stable) and an
economic development entity that is tasked with developing
businesses inside the state.
The borrower, SSA Baltimore Holdings DST (SSA BH), is a
single-purpose, Delaware Statutory Trust formed as the owner and
lessor of the property. The ultimate parent of SSA BH, GSA
Baltimore Holdings, LLC, is a partnership of Marathon Investments,
LLC (50%) and Net Lease Capital Advisors, LLC (50%). The principal
owners and parent companies of Marathon and NLC specialize in
single tenant net lease properties, particularly with federal
government agencies.
METHODOLOGY
The principal methodology used in this rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US Special
Purpose Districts Methodology published in November 2022.
STARWOOD PROPERTY: Moody's Rates New Senior Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to the new senior
unsecured notes issued by Starwood Property Trust, Inc. (Starwood).
The company's outlook is stable. Starwood's Ba2 corporate family
rating and Starwood Property Mortgage, LLC's Ba2 senior secured
bank credit facility were unaffected by the new debt issuance.
RATINGS RATIONALE
Starwood's Ba3 senior unsecured debt rating reflects the notes'
senior unsecured position in the company's capital structure. The
notes will rank pari-passu with existing senior unsecured debt.
Starwood intends to use the net proceeds from the issuance to pay
down a portion of its secured repurchase facilities.
Moody's expects the new unsecured notes will moderately reduce the
proportion of the company's secured funding, which Moody's views as
a positive development for the company's funding structure and
liquidity profile.
Starwood's ratings are supported by the company's historically
strong asset quality, prominent competitive position in multiple
commercial real estate (CRE) businesses that provide greater
revenue diversity compared to peers, effective liquidity
management, and its affiliation with Starwood Capital Group, the
well-established CRE investment and asset management firm. Starwood
has diverse funding sources and a manageable distribution of debt
maturities. Starwood maintains a solid capital cushion given the
composition of its earning assets; increasing investment activity
could lead to a modest rise in leverage. Starwood's ratings are
constrained by its reliance on confidence-sensitive secured funding
and its high exposure to the inherent cyclicality of the CRE
industry. Moody's also expects some asset quality deterioration in
2023-24 as a result of the more challenging economic environment.
The stable outlook reflects Moody's view that although there may be
weakening in asset quality, Starwood's capital position and funding
profile will remain stable over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade Starwood's ratings if the company: 1) further
diversifies its funding sources to include additional senior
unsecured debt and lower reliance on market-sensitive repurchase
facilities; 2) maintains strong, stable profitability and low
credit losses; and 3) maintains a strong capital position.
Starwood's ratings could be downgraded if the company: 1)
experiences a material deterioration in asset quality; 2) weakens
its capital position; 3) increases exposure to volatile funding
sources or otherwise encounters material liquidity challenges; 4)
rapidly accelerates growth; or 5) suffers a sustained decline in
profitability.
The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.
STARWOOD PROPERTY: S&P Rates $400MM Senior Unsecured Bonds 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to Starwood
Property Trust Inc.'s offering of $400 million of senior unsecured
sustainability bonds due 2029.
The company will use the proceeds to finance or refinance eligible
green or social projects, with little impact on its leverage. As of
year-end 2023, the company's leverage was 3.3x, as S&P calculates
it, within its expected range of 3x-4x.
Until full allocation to such projects, the company intends to use
the proceeds to pay down a portion of its repurchase facilities.
S&P also thinks the additional funds further position the company
to meet unsecured debt maturities of $400 million in December 2024,
and $500 million in March 2025.
S&P rates the unsecured bonds a notch below Starwood's issuer
credit rating of 'BB' because of their structural subordination to
the secured debt that makes up most of the company's liabilities.
But we view favorably the use of unsecured debt because it
demonstrates Starwood's access to the capital markets and helps
unencumber assets. The company had nearly $4 billion of
unencumbered assets at yearend 2023.
S&P said, "Last month we affirmed our long-term issuer credit
rating of 'BB' on Starwood with a stable outlook. Its asset quality
has deteriorated moderately over the last year amid difficult
conditions in the commercial real estate markets (CRE). However, we
expect the company's good diversification, expertise in managing
troubled assets, and sizable unencumbered assets will allow it to
navigate challenges in CRE markets without significantly weakening
its financial or business position.
"The stable outlook indicates that we expect Starwood to manage
difficult conditions in the CRE markets without a sharp worsening
in its asset quality, liquidity, or performance. We also expect the
company to maintain leverage at 3x-4x and meet its debt
maturities."
STERETT COMPANIES: Court OKs Cash Collateral Access Thru April 12
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Owensboro Division, authorized Sterett Companies, LLC and
affiliates to use cash collateral on an interim basis in accordance
with the budget, through April 12, 2024.
On October 29, 2020, the Debtors entered a credit and security
agreement. The financial institutions party to the Prepetition
Credit and Security Agreement are Rockland Trust Company,
Huntington National Bank, and Webster Business Credit, a division
of Webster Bank N.A., successor in interest to Webster Business
Credit Corporation as Agent.
As of the Petition Date, pursuant to the Prepetition Credit and
Security Agreement, the Debtors were indebted to the Lenders in the
principal amount of $67.023 million, plus accrued prepetition
interest, fees, expenses and other amounts arising under the
Prepetition Credit and Security Agreement.
The Prepetition Obligations were secured by valid, enforceable, and
perfected liens on and security interests encumbering substantially
all assets of the Debtor.
As adequate protection, the Agent is granted a lien, mortgage,
and/or security interest in all of the Debtors' presently owned or
hereafter acquired property and assets.
The Adequate Protection Lien will be a senior first priority Lien
on the Adequate Protection Collateral.
In the event that the Adequate Protection Lien is insufficient, for
any reason, as adequate protection of Agent's interests in the
Adequate Protection Collateral, Agent for itself and for the
ratable benefit of each Lender was granted a post-petition
superpriority administrative expense claim against each of the
Debtors.
As further adequate protection, the Debtors is directed to provide
to Agent, on behalf of the Lenders, the following payments:
(a) (i) on March 1, 2024, an Adequate Protection Payment of
$200,000, and (ii) on March 15,2024, an Adequate Protection Payment
of $200,000: and
(b) (i) on April 1,2024, an Adequate Protection Payment of
S200.000, and (ii) on April 15, 2024, an Adequate Protection
Payment of $200,000.
These events constitute an "Event of Default":
(a) The failure of the Debtors to perform, in any material respect,
any of the terms, provisions, conditions, covenants or obligations
under the Fourth Interim Order (or any prior Cash Collateral
Orders), including, without limitation, failure to make any
payments under this Fourth Interim Order when due or, failure to
comply with any Milestones;
(b) The Court enters an order authorizing the sale of all or
substantially all assets of the Debtors that does not provide for
the payment in full of the Obligations in cash upon the closing of
the sale, except to the extent agreed upon and consented to by the
Lenders;
(c) the Debtors cease operations of their present businesses or
take any material action for the purpose of effecting the
foregoing; and
(d) The Debtors' Chapter 11 Cases are either dismissed or converted
to cases under Chapter 7 of the Bankruptcy Code pursuant to an
order of the Court, the effect of which has not been stayed.
A further hearing on the matter is set for April 8, 2024 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=U9u3Ya
from PacerMonitor.com.
About Sterett Companies, LLC
Sterett Companies, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-40625) on October
27, 2023.
In the petition signed by William L. Sterett, III, CEO, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Charles R. Merrill oversees the case.
Neil C. Bordy, Esq., at Seiller Waterman LLC, represents the Debtor
as legal counsel.
SYSCO CORP: Egan-Jones Retains BB+ Unsecured Ratings
----------------------------------------------------
Egan-Jones Ratings Company, on January 30, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Sysco Corporation.
Headquartered in Houston, Texas, Sysco Corporation distributes food
and related products primarily to the foodservice industry.
TENNESSEE VASCULAR: Glen Watson Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq.,
at Watson Law Group, PLLC as Subchapter V trustee for Tennessee
Vascular and Thoracic Surgical Associate PC.
Mr. Watson 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. Watson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Glen Watson, Esq.,
Watson Law Group, PLLC
1114 17th Av. S., Suite 201
P.O. Box 121950
Nashville, TN 37212
Phone: (615) 823-4680
Email: glen@watsonpllc.com
About Tennessee Vascular and Thoracic
Surgical Associate
Tennessee Vascular and Thoracic Surgical Associate, PC is a medical
group practice located in Tullahoma, Tenn., that specializes in
wound and burn Care.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00683) on February
29, 2024, with up to $10 million in both assets and liabilities.
Charles S. Drummond, president, signed the petition.
Judge Charles M Walker oversees the case.
William L. Norton, Esq., at Bradley Arant Boult Cummings, LLP,
represents the Debtor as legal counsel.
TERRESTRIAL BREWING: Seeks to Sell Assets by Online Auction
-----------------------------------------------------------
Terrestrial Brewing Company, LLC and its secured lender The
Huntington National Bank filed with the U.S. Bankruptcy Court for
the Northern District of Ohio a joint motion to sell the company's
assets by auction.
The company plans to conduct an online auction of most of its
assets, which include equipment, intangibles and other assets used
to operate its brewery, bar and restaurant in Cleveland, Ohio.
The auction will be conducted by George Roman Auctioneers, Ltd.
over a period of 21 days, with bidding expected to begin 30 days
after the court grants the motion.
The motion is on the court's calendar for March 21.
The bid rules proposed by the company allow interested buyers to
make a bid for the assets in their entirety or separately in
packages, to be arranged by the auctioneer. One or more qualified
bidders may join together and submit bids on all of the assets.
The bid must be accompanied by a $25,000 deposit.
The hearing to approve the sale to the winning bidder will be held
shortly after the auction at a date and time set by the court.
The auctioneer will try to sell the assets as a "going concern
turn-key business operation," subject to the winning bidder
negotiating lease terms with the landlord, Marous Management
Services, LLC, according to Jonathan Blakely, Esq., attorney for
Terrestrial.
"Terrestrial Brewery is unable to formulate a confirmable plan of
reorganization given that it has defaulted on its lease and cannot
generate sufficient cash flow to pay monthly obligations until
later in the spring. These include rent owed to the landlord," Mr.
Blakely said in the motion.
"An immediate auction sale is the only way to maximize value for
the benefit of its creditors and the bankruptcy estate," the
attorney said.
About Terrestrial Brewing Company
Terrestrial Brewing Company, LLC owns and operates a brewery, bra
and restaurant in the Battery Park neighborhood of Cleveland,
Ohio.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-14226) on Dec. 1,
2023, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Frederic Schwieg, Esq., at Schwieg Law, serves as
Subchapter V trustee.
Judge Suzana Krstevski Koch oversees the case.
Jonathan P. Blakely, Esq., represents the Debtor as legal counsel.
THRASIO HOLDINGS: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Thrasio Holdings, Inc. and its affiliates.
The committee members are:
1. Word Ape, LLC f/k/a ChomChom
8040 Avondale Rd NE
Redmond, WA 98052
Tel: (425) 785-6608
Attn: Oliver Wu, Credit Manager
oliver@acbrokersinc.com
2. Cecilio Musical Instruments, Inc.
2440 S. Hacienda Blvd., Suite 208
Hacienda Heights, CA 91745
Tel: (626) 780-1985
Attn: Siufong "Kristy" Wu
kristy.kwu@gmail.co
3. Anthony J. DeCarlo, individually
Tel: (440) 725-7448
Tonydecarlo1965@gmail.com
4. Mellow Militia, LLC
725 Ashley Rd
Santa Barbara, CA 93108
Tel: (805) 450-4192
Attn: Kyle McGetrick
kyle@mellowmilitia.com
5. YH Goods
31 Elkay Dr.
Chester, NY 10918
Tel: (845) 923-3358
Attn: Aharon Ostreicher
Aharon@elkayhome.com
6. The California Beach Co.
10503 Foundation Rd.
Austin, TX 78726
Tel: (323) 632-7016
Attn: Austin Wright
awright@8thwonderequity.com
7. GXO Logistics Supply Chain, Inc.
4043 Piedmont Parkway
High Point, NC 27265
Tel: (336) 906-4641
Attn: Richard E.F. Valitutto
Richard.Valitutto@gxo.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 Thrasio
Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon
third-party private label businesses. Its portfolio includes Angry
Orange pet odor eliminators and stain removers, Wise Owl Outfitters
camping and outdoor gear, and more than 200 other Amazon and
ecommerce brands. Thrasio was co-founded in 2018 by Joshua
Silberstein.
Thrasio has significant overseas operations and partnerships across
the world, including in the United Kingdom, Germany, and China.
Thrasio Holdings, Inc. and several affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead
Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion
in assets and $500 million to $1 billion in liabilities. Josh
Burke, the Debtors' chief financial officer, signed the petitions.
Judge Christine M. Gravelle oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Cole Schotz, P.C. as bankruptcy counsels;
Centerview Partners, LLC as investment banker; and AlixPartners,
LLP as financial advisor. Kurtzman Carson Consultants, LLC is the
Debtors' claims and noticing agent.
An ad hoc group of first lien lenders retained Gibson, Dunn &
Crutcher, LLP as legal counsel and Sills Cummis & Gross P.C. as New
Jersey counsel.
ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund
Society, FSB, the DIP agent.
The prepetition first lien agent, Royal Bank of Canada, is
represented by Simpson Thacher & Bartlett, LLP.
TRANSOCEAN LTD: Amends Articles of Association on Share Capital
---------------------------------------------------------------
Transocean Ltd. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on March 1, 2024, the
Articles of Association of the Company were amended to reflect
changes in the Company's total issued share capital resulting from
the previous issuance of 19,100,582 Company shares to one of the
Company's wholly-owned subsidiaries, which are being used primarily
in connection with the Company's share delivery obligations from
time to time pursuant to its equity benefits plans.
The Company's Articles of Association now reflect a share capital
of CHF 86,281,585.80 divided into 862,815,858 fully paid registered
shares.
A full-text copy of the Articles of Association is available at
https://tinyurl.com/bddzzaw8
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean Ltd. reported a net loss of $591 million for the year
ended Dec. 31, 2021, a net loss of $568 million for the year ended
Dec. 31, 2020 and a net loss of $1.25 billion for the year ended
Dec. 31, 2019.
* * *
As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling contractor Transocean
Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects
improved rig demand, higher day rates, and our view that there is
reduced near-term risk of a distressed debt exchange or balance
sheet restructuring."
TRANSOCEAN LTD: Egan-Jones Retains CCC- Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on January 30, 2024, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Transocean Ltd. EJR also withdrew the rating on
commercial paper issued by the Company.
Headquartered in Vernier, Switzerland, Transocean Ltd. is an
offshore drilling contractor.
TRIMAS CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
------------------------------------------------------
Moody's Ratings affirmed the ratings of TriMas Corporation,
including the Ba2 corporate family rating, the Ba2-PD probability
of default rating, and the Ba3 ratings on the company's senior
unsecured notes. The SGL-1 speculative grade liquidity rating
("SGL") is unchanged. The outlook is stable.
The ratings affirmation reflects Moody's expectation that TriMas
will experience modest revenue growth in 2024 at stable, although
still lower than normal margins. This will allow the company to
maintain strong liquidity, with free cash flow that is adequate to
cover a moderate level of potential acquisitions or share
repurchases over the year.
RATINGS RATIONALE
TriMas' ratings are supported by the company's product, end market
and geographic diversity. The company has well-established brands
spanning end markets ranging from packaging and aerospace to
specialty products. TriMas will continue to experience growth in
its Aerospace and Packaging businesses. While general industrial
end market demand driving Specialty Products segment sales will
remain soft in 2024, offsetting strong revenue growth from the
other two sectors, Moody's expects growth to recover after this
period, supporting robust long-term revenue growth across all of
TriMas' businesses. As well, with gradual margin improvement over
the next year, Moody's expects TriMas to generate strong free cash
through 2024.
However, TriMas' revenue scale is modest compared to certain other
large industrial manufacturers in highly competitive end markets.
While TriMas derives sales from three business segments, it is
heavily reliant on its Packaging segment, which represents about
half of the company's revenue. Also, as earnings declined in 2023
on unusually low margins while debt remained unchanged, TriMas'
debt-to-EBITDA of 3.3x as of December 31, 2023, was above the mid-
to high 2x range that the company historically maintains.
The stable outlook reflects Moody's expectation of robust overall
revenue growth but only modest margin improvement in 2024.
Aerospace and Packaging segment demand will lead revenue growth,
while Specialty Products sales growth will be flat to slightly
negative over this time. With no material debt repayment expected,
Moody's projects that TriMas' debt-to-EBITDA will remain in the low
3x range through 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
TriMas' ratings could be upgraded if the company were to profitably
increase revenue. Improved end-market fundamentals in the company's
aerospace and specialty products businesses accompanied by organic
revenue growth could also exert upward ratings pressure.
Additionally, an upgrade would be supported by debt-to-EBITDA
sustained below 2.5x and free cash flow-to-debt consistently above
10%.
The ratings could be downgraded if operating performance weakens,
such that Moody's expects Trimas' EBITA margin to remain below 10%
for a prolonged period. A deterioration in liquidity, possibly
indicated by free cash flow sustained below 5% of debt or
increasing reliance on revolver drawings to cover cash shortfalls,
would also support lower ratings. The adoption of more aggressive
financial policies, such as the implementation of debt-financed
acquisitions or shareholder returns before significant
deleveraging, could also prompt a downgrade, as would
debt-to-EBITDA sustained above 3.5x.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
TriMas Corporation, headquartered in Bloomfield Hills, Michigan, is
a publicly-traded diversified industrial manufacturer with
operations in three reporting segments: Packaging, Aerospace and
Specialty Products. Revenue for the fiscal year ended December 31,
2023 totaled $894 million.
TRIUMPH GROUP: Completes Sale of Product Support Biz to AAR Corp.
-----------------------------------------------------------------
Triumph Group, Inc. announced that it has completed the sale of its
Product Support business to AAR CORP. (NYSE: AIR). The transaction
is valued at $725 million, and the net after-tax proceeds are
expected to be approximately $700 million, which will primarily be
used for debt reduction.
The Product Support business is an industry leader in the
Maintenance, Repair and Overhaul (MRO) of structures and airframe
and engine accessories, servicing both the commercial and military
aftermarkets across five primary locations.
"We are pleased to complete this transformative divestiture which
delivers immediate and substantial value to TRIUMPH and our
stakeholders. This transaction enables TRIUMPH to greatly
accelerate our deleveraging progress while placing our third-party
Product Support business with a market-leading MRO company that has
a proven track record of customer support" said Dan Crowley,
TRIUMPH's chairman, president, and chief executive officer. "By
strengthening our balance sheet and focusing on our OEM component,
spares and IP-based aftermarket business, TRIUMPH will further
improve its capacity to win and expects to profitably grow in the
expanding markets we serve."
Upon completion of the transaction, TRIUMPH will advance in
aerospace and its adjacent markets as a value-added and IP-based
business. The Systems & Support segment will consist of three pure
play engineered systems components and aftermarket companies
focused on Actuation Products and Services, Systems Electronics and
Controls, and Geared Solutions. Together with the Interiors
segment, TRIUMPH now has 21 sites and approximately 4,500
employees, and over 60% of the Company's products and services will
be based on TRIUMPH intellectual property and 90% supplied on a
sole-sourced basis.
About Triumph
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures. The company serves the global
aviation industry, including original equipment manufacturers and
the full spectrum of military and commercial aircraft operators.
* * *
As reported by the TCR on Dec. 27, 2023, Moody's Investors Service
placed the Caa1 Corporate Family Rating and the Caa1-PD Probability
of Default Rating of Triumph Group, Inc. on review for upgrade
following the announcement on December 21, 2023, that Triumph
agreed to sell its Product Support business to AAR CORP. (unrated)
for $725 million. Moody's said the review for upgrade of the CFR
and PDR will consider the benefits to the company's financial
leverage, liquidity and refinancing risk that will accrue by
retiring debt with the sale proceeds.
As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised
its outlook to positive from stable and affirmed the 'CCC+' issuer
credit rating on Triumph Group Inc. S&P expects management to
remain focused on deleveraging the balance sheet; however, there
remains some risk around the company's upcoming maturity of its
2025 unsecured notes.
TTM TECHNOLOGIES: Egan-Jones Retains B+ Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on January 30, 2024, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by TTM Technologies, Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Costa Mesa, California, TTM Technologies, Inc. is
an independent provider of time-critical, one-stop manufacturing
services for printed circuit boards.
TUPPERWARE BRANDS: Charles Schwab Investment Holds 10.01% Stake
---------------------------------------------------------------
Charles Schwab Investment Management, Inc. disclosed in a Schedule
13G/A Report filed with the U.S. Securities and Exchange Commission
that as of Feb. 1, 2024, it beneficially owned 4,631,095 shares of
Tupperware Brands Corp's common stock, representing 10.01% of the
shares outstanding.
A full-text copy of the Report is available at
https://tinyurl.com/27ftzhjp
About Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com
-- is a global consumer products company that designs innovative,
functional and environmentally responsible products. Founded in
1946, Tupperware's signature container created the modern food
storage category that revolutionized the way the world stores,
serves and prepares food. Today, this iconic brand has more than
8,500 functional design and utility patents for solution-oriented
kitchen and home products. With a purpose to nurture a better
future, Tupperware products are an alternative to single-use items.
The company distributes its products into nearly 70 countries,
primarily through independent representatives around the world.
On June 1, 2023, Tupperware Brands received a notice from the New
York Stock Exchange indicating the Company is not in compliance
with Sections 802.01B and Section 802.01C of the NYSE Listed
Company Manual because (i) the Company's average global market
capitalization over a consecutive 30 trading-day period was less
than $50 million and, at the same time, its last reported
stockholders' equity was less than $50 million, and (ii) the
average closing price of the Company's common stock was less than
$1.00 over a consecutive 30 trading-day period. The Notice has no
immediate effect on the listing of the Company's common stock.
Tupperware Brands reported a net loss of $232.5 million for the
year ended Dec. 31, 2022.
Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's
auditor since 1995, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has experienced
liquidity challenges and is uncertain about its ability to comply
with debt covenants, which resulted in the borrowings under the
Company's credit agreement being classified as current as of Dec.
31, 2022, and that also raises substantial doubt about its ability
to continue as a going concern.
ULTIMATE JETCHARTERS: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Ultimate Jetcharters, LLC and Ultimate Jet, LLC.
The committee members are:
1. Daniel H. Freeman
1449 Arthur Drive
Wooster, OH 44691
2. Leslie S.R. Leohr 2002 Trust
c/o Douglas C. Leohr
2211 Medina Road #100
Medina, OH 44256
3. Dennis Taylor
7222 Wolff Road
Medina, OH 4425
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Ultimate Jetcharters
Ultimate Jetcharters, LLC is a private aviation company in North
Canton, Ohio.
Ultimate Jetcharters sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51404) on October 10,
2023. Its affiliate, Ultimate Jet, LLC, filed Chapter 11 petition
(Bankr. N.D. Ohio Case No. 24-50176) on February 8, 2024. The cases
are jointly administered under Case No. 23-51404.
At the time of the filing, Ultimate Jetcharters reported $500,000
to $1 million in assets and $10 million to $50 million in
liabilities while Ultimate Jet reported up to $50,000 in assets and
$10 million to $50 million in liabilities.
Judge Alan M. Koschik oversees the cases.
Peter Tsarnas, Esq., at Gertsz and Rosen, Ltd., represents the
Debtors as legal counsel.
UNITED SAFETY: Court Converts Case to Chapter 7
-----------------------------------------------
The Hon. Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida has entered a Memorandum Opinion
converting the Chapter 11 case of United Safety and Alarms, Inc.,
to one under Chapter 7. The Court concludes that conversion of the
case to a case under Chapter 7 is in the best interests of
creditors and the estate.
United Safety and Alarms filed for creditor protection under
Subchapter V of Chapter 11 of the Bankruptcy Code on June 21, 2023.
Under 11 U.S.C. section 1189(b), the Debtor must file a plan within
90 days of the petition date or September 19, 2023. On that date,
the Debtor did file a document that purported to be a plan but
failed to include any liquidation analysis or projections, as
required by section 1190. Although it did include an index listing
these items as exhibits, it added a notation that these exhibits
would be filed on or before 21 days before the confirmation
hearing. But under the plain text of section 1190(1) -- as well as
a holistic reading of subchapter V -- a “plan” that fails to
include a liquidation analysis and projections fails to satisfy
section 1189(b)'s plan filing requirement. Under section
1112(b)(4)(J), the Debtor's failure to timely file a plan is cause
for dismissal or conversion of its case to a chapter 7
liquidation.
The Debtor's July 2023 monthly operating report, which was due by
August 21, 2023, also was filed 24 days late on September 14. Its
August report was then filed six days late, on September 27. After
that, the Debtor became even more delinquent in its reporting
obligations. Its September report -- which was due October 21 --
was not filed until December 11, rendering it 52 days late. The
tardy September report was only filed after creditor Alarm
Connections, LLC filed its motion to convert this case to chapter 7
earlier that day.
Even after the motion to convert was filed, the Debtor still
continued to be serially delinquent in filing its monthly operating
reports. It did not file its November report until February 7,
2024 -- 48 days late. It filed its December 2023 report that same
day -- late by 17 days. Its January 2024 report was due by
February 21, but as of the date of the March 5, 2024 hearing on
Alarm Connections' motion to convert, that report still had not
been filed.
Also at the outset of this case, the Debtor failed to file certain
financial statements required by Bankruptcy Code section 1116(1).
The documents were only delivered to the court the day before a
September 6 hearing on the Court's order directing the Debtor to
show cause why the case should not be dismissed -- nearly 76 days
into the case .
To say that the Debtor has had unexcused failures to satisfy timely
any filing or reporting requirement established by the Bankruptcy
Code and the Bankruptcy Rules is a gross understatement. This
Debtor has repeatedly flouted its obligations as a
debtor-in-possession under the Bankruptcy Code, and its failure to
satisfy timely its reporting requirements therefore also
constitutes cause for dismissal or conversion under section
1112(b)(4)(F).
A full-text copy of the Court's decision is available for free at
https://tinyurl.com/2yx6favu
About United Safety and Alarms
United Safety and Alarms Inc. --
https://www.unitedsafetyandalarms.com/ -- has developed and
implemented comprehensive security and surveillance systems for
homes, businesses, events and government organizations and home
security systems in North West Florida.
United Safety and Alarms Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-14861) on June 22, 2023. In the petition filed by Sherif Assal,
as sole director, the Debtor reports estimated assets and
liabilities between $1 million and $10 million.
The Hon. Bankruptcy Judge Scott M Grossman oversees the case.
Soneet Kapila is the Subchapter V trustee.
The Debtor is represented by Paul J. Battista, Esq., at Venable
LLP.
US SILICA: Egan-Jones Retains 'B' Unsecured Debt Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on January 25, 2024, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by U.S. Silica Holdings, Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. operates
as a producer of industrial silica and sand proppants.
US SILICA: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings upgraded US Silica Company, Inc.'s corporate family
rating to B1 from B2 and probability of default rating to B1-PD
from B2-PD. At the same time, Moody's also upgraded the senior
secured first lien term loan and bank credit facility ratings to B1
from B2. US Silica's speculative grade liquidity rating was
changed to SGL-1 from SGL-2. The rating outlook is changed to
stable from positive.
"US Silica's ratings upgrade reflects the company's focus on
improving its ability to withstand an industry downcycle through
increased investment in the more stable industrial segment, lower
fixed costs and lower debt levels," said Justin Remsen, Moody's
Assistant Vice President. "
"While Moody's expect the oil and gas end market to moderate from
historic levels and US Silica's EBITDA to decline over 20% in 2024,
the company is well positioned to maintain leverage under 4.0x and
generate free cash flow in a downcycle," added Remsen.
RATINGS RATIONALE
US Silica's B1 CFR reflects the company's vulnerability to cyclical
end markets, the competitive nature of the business it operates in
and significant revenue exposure to the oil and gas industry. At
the same time, Moody's takes into consideration US Silica's solid
market position as one of the largest providers of industrial and
frac sand in the US, strategic footprint, distribution capability
and broad customer base. Moody's projects US Silica's total
debt-to-EBITDA will increase over the next two years from 2.1x as
of December 2023, but will remain below 4.0x under a stress case
scenario.
US Silica's SGL-1 Speculative Grade Liquidity Rating reflects
Moody's expectation for very good liquidity over the next 12-18
months. The liquidity profile is supported by $246 million cash as
of December 31, 2023 and Moody's expectation for over $140 million
of annual free cash flow generation over the next two years. Given
the projected cash flow and cash balance, Moody's forecast assumes
no reliance on the $150 million revolver in the next twelve
months.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
US Silica's CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. US Silica's governance
risk score of G-4 reflects its history of elevated leverage and
exposure to volatile end markets. However, Moody's recognizes the
company's commitment to reduce debt, lower fixed costs, and invest
in the more stable industrial business to better position the
company in an industry downcycle. This was a key driver of this
rating action.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade in the company's ratings is constrained by its exposure
to the volatile oil and gas end market. However, an upgrade could
be considered if US Silica sustains leverage (debt/EBITDA) below 3x
in a down cycle. Strong and stable free cash flow generation,
operating margins sustained above 20%, and EBIT to interest above
2.0x would also be supportive of an upgrade.
The ratings could be downgraded if debt/EBITDA rises above 4x,
liquidity deteriorates including negative free cash flow, operating
margins decline below 10%, or EBIT to interest declines below
1.0x.
The principal methodology used in these ratings was Building
Materials published in September 2021.
Based in Katy, Texas, US Silica operates silica mining and
processing facilities. It is one of the largest producers of
commercial silica and engineered materials derived from minerals in
North America. The publicly-traded company generated revenue of
$1.5 billion for twelve months ending December 31, 2023.
USA COMPRESSION: Fitch Gives 'BB' Rating on New Sr. Unsecured Notes
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to USA Compression
Partners, LP's (USAC) proposed issuance of senior unsecured notes.
USA Compression Finance Corp. is a co-issuer on the proposed notes.
Proceeds are expected to be used to redeem in full the existing
notes due 2026 and to use the remaining amount to pay down a
portion of its secured asset-based revolving credit facility due
2026.
USAC's ratings reflect multiple structural tailwinds supporting the
business: long and growing lead times for new compression units,
gas to oil ratios increasing, oil prices remaining above various
basin break-evens and liquefied natural gas (LNG) export facilities
moving forward. Along with these tailwinds, USAC is increasing its
contract lengths, contract rates and utilization rates, while also
having opportunities to high-grade its customer base. Consequently,
Fitch expects leverage to decline over the forecast period.
The ratings also reflect USAC's size/scale and geographic
diversity. Credit issues include the company's large distribution
to common unitholders and high expected leverage relative to other
'BB' companies in the midstream sector. The ratings also reflect
that USAC's cash flow is supported by fixed-fee based contracts
with a diverse set of counterparties.
The contract tenor is relatively short, with approximately 22% of
revenue tied to compression services provided on a month-to-month
basis to customers, which has continued to decline with compression
market tightness. USAC has a strong history of retaining customers
and has long-term relationships with its largest counterparties.
KEY RATING DRIVERS
Structural Tailwinds: Several structural tailwinds support the
business. USAC management continues to see lead times for new
compressors well in excess of a year, as supply chain issues
remain. As basins continue to mature over time, USAC has also noted
that gas to oil ratios are increasing, which drives an increase in
demand for their services.
Further, strong oil prices, and Fitch's constructive oil and gas
price deck over the forecast period, support maintained drilling
activity and more production of associated gas. A last tailwind for
USAC is multiple LNG export facilities moving forward, as these
projects require large amounts of natural gas with contracted terms
typically of around 20 years.
Declining Leverage: EBITDA leverage in 2023 was 5.1x, and in 2024
Fitch forecasts leverage to continue to decline. The compression
market tightness has not only allowed USAC to improve utilization
rates, but has also enabled the company to contract at higher rates
and for longer terms. The longer this tightness persists, the more
robust and durable Fitch expects EBITDA to be.
Over the forecast period, Fitch expects leverage to remain at or
below 5.3x as EBITDA improves as a result of compression market
tightness effects and incremental EBITDA from new units purchased
in 2022, while debt modestly increases. Fitch believes the
partnership will continue to increase borrowings on its revolving
credit facility to maintain its distribution to common unitholders
and support capex.
Utilization Improving: Over the past two years, USAC's utilization
rates have increased from the 2021 lows, which were driven by
disruptions from the pandemic. The current utilization rate is at
94%, above the long-term average of 90%.
Amid a tight compression market, the company has been converting
idle units and in late 2022 bought some new units to be put into
service in 2023 and 2024. USAC is prioritizing capital discipline
for the next few years, which should allow it to maintain elevated
utilization rates amid a large horsepower compressor shortage.
Fitch will closely monitor the partnership's ability to maintain
strong utilization rates.
Stable Cash Flows: USAC's contracts are 100% fixed-fee, take-or-pay
contracts with no volumetric or commodity price-based revenue. USAC
has a strong track record of average fleet horsepower utilization
over the past decade of approximately 90%.
As of YE 2023, approximately 22% of compression services were
provided on a month-to-month basis. This number has continued its
march down over the past year and, as a result, average contract
length has grown, but is still relatively short compared to
midstream peers. However, USAC has historically had a strong track
record with renewals and has longstanding customer relationships.
USAC's focus on larger horsepower, midstream focused compression
applications (like regional gathering, gas processing plant
compression and central gathering with unit specific contracts)
provides it some competitive advantages and creates high barriers
to exit for some customers, making USAC's services costly to
replace.
Counterparty and Geographic Diversification: The partnership's
largest customer accounts for only 11% of revenue, with no other
customer above 10%. The next biggest customer is at 7% of revenue,
and the top 10 provides less than 40% of revenue. With the current
compression market tightness, USAC has been high-grading some of
its customers. The company is also geographically diversified with
operations in five different basins. Measured by horsepower, the
Permian and Appalachia are USAC's top basins, accounting for
roughly 40% and 24% of the partnership's assets, respectively.
Fitch's Oil & Gas team is particularly constructive on these
regions.
Parent-Subsidiary Rating Linkage: There is a parent-subsidiary
relationship between USAC and its parent Energy Transfer LP (ET;
BBB/Stable). Fitch determines ET's Standalone Credit Profile (SCP)
based on consolidated metrics. Fitch believes ET has a stronger SCP
than USAC. As such, Fitch has followed the stronger parent path.
Legal incentive to support is low given the lack of guarantees in
place. Strategic incentive is also low as USAC does not contribute
substantially to ET's financial profile and does not offer
significant competitive advantages. However, it does offer
long-term growth potential. Operational incentive is low as USAC
has a separate management team. Due to the linkage considerations,
Fitch rates USAC on a standalone basis. Despite the lack of
explicit rating linkages, Fitch views the ownership dynamic as
supportive of the company's credit quality.
DERIVATION SUMMARY
As a provider of compression services, USAC is uniquely positioned
in Fitch's midstream coverage. Based on other business features,
EBITDA size and presence in the Appalachia basin, DT Midstream,
Inc. (DTM; BB+/Positive) is USAC's closest peer. Over 70% of DTM's
revenue comes from take-or-pay contracts and the company has an
EBITDA of about $300 million more than that of USAC. With a
weighted average contract length of nearly nine years, DTM has
significantly longer agreements than USAC does.
Offsetting this, USAC has a more diversified customer base, less
customer concentration, and more geographic diversification. Only
one customer exceeds 10% of contracted capacity, coming in at 11%
of total revenues. DTM's largest customer is a high yield issuer
that accounts for nearly 65% of revenue. Overall, Fitch regards
USAC's business risk as roughly equivalent to that of DTM. DTM
posted a 2023 leverage of 3.8x, compared to a 5.1x number for USAC.
Due to lower current and forecasted leverage, DTM is rated one
notch above USAC.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Includes:
- Fitch base case oil and gas price deck.
- Base interest rate applicable to the revolving credit facility
reflects the Fitch Global Economic Outlook, with an added spread
included for the refinancing rate of notes.
- EBITDA rises due to improved utilization rates and the company
contracting at higher rates for longer terms.
- Current rate of distribution/unit maintained.
- Interest rate swap remains in place until its termination date.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage at or below 4.3x on a sustained basis along with
a significant increase in size.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage above 5.3x on a sustained basis;
- Distribution coverage below 1.1x on a sustained basis.
LIQUIDITY AND DEBT STRUCTURE
Acceptable Liquidity: Fitch considers USAC's liquidity to be
acceptable and remain so over the near to intermediate term. USAC
has a $1.6 billion revolving credit facility that matures in
December 2026. USAC has the option to increase the amount of total
commitments under the revolving credit facility by $200 million,
subject to receipt of lender commitments and satisfaction of other
conditions.
As of Dec. 31, 2023, USAC had outstanding borrowings of $871.8
million with borrowing base availability (based on USAC's borrowing
base) of $728.2 million and available borrowing capacity of $529.1
million under its covenants. Pro forma for the debt issuance and
subsequent paydown, Fitch expects the company to have approximately
$600 million of revolver borrowings. Fitch expects the company to
increase revolver borrowings in the upcoming years, reducing
availability. Availability will be reduced further if the borrowing
base is decreased.
Financial covenants permit a maximum funded debt to EBITDA ratio of
5.25x (as calculated under the Credit Agreement, which applies 100%
equity credit to USAC's preferred equity units). Other covenants
include a minimum EBITDA to interest coverage ratio of 2.5x and
secured debt to EBITDA of no greater than 3.0x. USAC was in
compliance with its covenants as of Dec. 31, 2023. USAC's
maturities are limited with the nearest term maturity now being the
asset based revolving credit facility due 2026.
USAC has in place an interest rate swap with a termination date of
Dec. 31, 2025. The interest rate swap helps mitigate floating rate
exposure on the company's outstanding revolver borrowings, and
Fitch expects the interest rate swap will remain in place until its
termination date.
ISSUER PROFILE
USAC provides compression services in the U.S.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has applied 50% equity credit to USAC's preferred equity
units. The securities are subordinate to all senior debt, and Fitch
expects that management will keep the preferred equity as a
permanent portion of its capital structure. The instrument permits
the deferral of coupon payments (on a cumulative basis) and
effective maturity is greater than five years.
There is a holder option for a cash redemption in the event of a
change of control. Fitch views this option as non-material and
believes that management's intent with the preferred was to create
a junior security that qualifies for 100% equity treatment under
its revolving credit facility.
DATE OF RELEVANT COMMITTEE
22 November 2023
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
USA Compression
Partners, LP
senior unsecured LT BB New Rating RR4
USA Compression
Finance Corp.
senior unsecured LT BB New Rating RR4
VENTURE INC: Plan Exclusivity Period Extended to March 22
---------------------------------------------------------
Judge Jamie A. Wilson of the U.S. Bankruptcy Court for the Southern
District of Mississippi extended Venture, Inc., and affiliates'
exclusive periods to file their plan of reorganization, and solicit
acceptances thereof to March 22 and May 20, 2024, respectively.
As shared by Troubled Company Reporter, the explained that they are
negotiating terms of: sale of Debtors' assets to their primary
secured creditor and lender as well as licensor and inventory
supplier, Moran Foods, LLC d/b/a Save-A-Lot Foods, and a proposed
order for the solicitation of competing bids, that Debtors will
incorporate in a proposed plan of reorganization. Proceeding with a
plan before the terms of the sale of Debtors' assets and the
competing bid process are fully negotiated and agreed to would
cause unnecessary court filings and waste resources.
The Debtors anticipate that terms of the sale and bid process will
be negotiated, agreed to and incorporated in a proposed Chapter 11
plan well before the expiration of the requested extended
exclusivity periods.
Counsel to the Debtors:
J. Talbot Sant, Jr., Esq.
Steven N. Beck, Esq.
BECK & SANT, LLC
640 Cepi Drive, Suite A
Chesterfield, MO 63005
Telephone: (636) 240-3632
Facsimile: (636) 240-6803
Email: tal@beckandsantlaw.com
steve@beckandsantlaw.com
About Venture Inc.
Venture Inc. and its affiliates filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss.
Lead Case No. 23-02186) on Sept. 22, 2023. In the petitions signed
by Daniel K. Myers, president, Venture Inc. disclosed up to $1
million in estimated assets and up to $10 million in total
liabilities.
Judge Jamie A. Wilson oversees the case.
The Debtors tapped Newman & Newman and the Law Offices of Craig M.
Geno, PLLC as counsel and Harper Rains Knight & Company, PA as
financial advisor.
VISTRA CORP: S&P Alters Outlook to Positive, Affirms 'BB' ICR
-------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from stable and
affirmed its ratings on Vistra Corp., including its 'BB' issuer
credit rating, its 'BBB-' rating on the senior secured debt, and
its 'BB' rating on the senior unsecured debt
The '1' recovery rating on the senior secured debt and '4' recovery
rating on the senior unsecured debt are unchanged.
The positive outlook reflects the possibility of an upgrade over
the next six to 12 months if Vistra appears to be on track to
maintain leverage in the mid-3x area, while completing the
integration of the EH fleet.
Following the closing of the Energy Habor Corp. (EH) acquisition,
S&P believes Vistra will continue deleveraging toward the mid 3x
area by 2025. This improvement in debt metrics will be spurred by
stronger-than-expected financial performance and capital-allocation
priorities, which include some debt reduction.
The closing of the EH acquisition is credit supportive.
S&P views the addition of EH's assets to Vistra's fleet as credit
positive, given the strong regulatory support for nuclear power
generation. The inclusion of about 4 gigawatts (GW) of nuclear
generation capabilities improves Vistra's business by mitigating
downside risk, while also diversifying assets and markets. S&P will
continue to monitor the pace of integration but anticipate that the
execution risks associated with this acquisition should be
manageable. The long lead time before the closing should ensure a
smooth transition. In addition, Vistra is an experienced operator
of nuclear assets, with its Comanche plant, which we view as a
unique advantage.
Vistra's credit metrics are projected to improve to below 3.5x.
The company's debt metrics are improving, which underpins the
positive outlook. We now expect leverage in 2024 of about
3.6x-3.8x, declining to about 3.5x by 2025. This improvement will
be spurred by Vistra's continued robust financial performance on a
stand-alone basis. S&P Global Ratings' adjusted EBITDA for 2023 was
close to $4 billion, which was about $300 million higher than
expected. Vistra will also benefit from the contribution of EH's
EBITDA, which is projected to be $750 million-$800 million on a
full-year basis.
In 2023, Vistra benefited from continued strong operational
performance, combined with robust hedges and supportive power
prices in the Electric Reliability Council of Texas (ERCOT). Power
prices in ERCOT have been stronger than in other markets such as
PJM, which is beneficial for Vistra because it generates more than
half its EBITDA in Texas. Furthermore, the backwardation of the
curve is much less pronounced than what S&P has seen in previous
years, which should create more opportunities for the company to
hedge in advance. ERCOT round-the-clock prices are projected to
fall to about $45 per megawatt-hour (/MWh) through 2025 from about
$50/MWh in 2024.
On the retail front, the company continues to benefit from strong
retail performance in ERCOT, with low attrition rates and
attractive margins. This highlights the strength of the integrated
model, with power producers directly serving their retail base.
Vistra's retail performance outside of Texas has been weaker. S&P
will monitor the performance of EH's retail assets, which have
historically had lower margins but low attrition.
Vistra continues to benefit from a strong cash flow conversion
rate, which could result in opportunities for further
deleveraging.
The company should continue to benefit from a strong cash flow
conversion rate, at about 50%-60% of projected EBITDA. This results
in large discretionary free cash flows. S&P said, "We expect Vistra
will continue to prioritize share buybacks, which are projected to
be about $1.25 billion in 2024, while deploying capital for future
growth and some deleveraging. We expect that leverage should be
about 3.5x by 2025, depending on the pace of debt repayment. We
also note that the company has a strong track record of
deleveraging post acquisitions."
S&P said, "Our positive outlook reflects the possibility that we
will raise our rating on Vistra over the next six to 12 months if
it maintains leverage at about 3.5x. We expect that S&P Global
Ratings' adjusted free operating cash flow (FOCF) to debt will be
about 15%. We also expect that Vistra will continue to delever
while maintaining its strong operational performance. We anticipate
that this deleveraging will be spurred by continued strong
financial performance, combined with some debt reduction."
S&P could revise the outlook to stable if leverage increases above
3.5x and FOCF to debt falls below 15% and remains at that level.
This could occur if:
-- Vistra revises its financial policies, which results in
higher-than-expected debt financings or share buybacks;
-- The company's performance in the wholesale or retail segments
is below expectations; or
-- Vistra experiences material operational issues that negatively
affect its ability to generate power and settle its hedges.
S&P said, "We could raise our ratings if we forecast that Vistra
will sustain leverage at about 3.5x and FOCF to debt above 15%.
This could occur if the company maintains its current financial
policies, which include some deleveraging, while benefiting from
favorable market conditions. We will also continue to monitor
market reforms in ERCOT and their potential effect on Vistra."
VTV THERAPEUTICS: Incurs $20.3 Million Net Loss in 2023
-------------------------------------------------------
vTv Therapeutics Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to the Company of $20.25 million on zero revenue for
the year ended Dec. 31, 2023, compared to a net loss attributable
to the Company of $19.16 million on $2.02 million of revenue for
the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $11.02 million in total
assets, $29.57 million in total liabilities, $6.13 million in
redeemable noncontrolling interest, and a total stockholders'
deficit attributable to the Company of $24.68 million.
"We made important progress in the fourth quarter of 2023 and have
started 2024 on a positive note following the recently announced
private placement through which we raised $51 million, providing us
with the capital needed to conduct the first Phase 3 study of
cadisegliatin and reach a critical inflection point for our Company
with the release of top-line data from this trial, which we expect
by the first quarter of 2026," said Paul Sekhri, chief executive
officer of vTv. "With the submission of the study protocol to the
FDA, we are beginning site activation activities and are on-track
to enroll the first patient in the second quarter, which we believe
will enable us to expeditiously confirm the safety and efficacy
profile of cadisegliatin. We believe that the support of these
world-class investors underscores both the significant potential of
cadisegliatin as well as the urgent unmet need for new therapies in
T1D. Further, we continue working closely with our partners at G42
in preparation to initiate the Phase 2 study of cadisegliatin in
patients with type 2 diabetes which is expected later this year.
2024 has the potential to be a transformational year for vTv, and
we look forward to sharing updates on our progress as we continue
to advance."
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/0001641489/000164148924000012/vtvt-20231231.htm
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical stage biopharmaceutical company
focused on developing oral, small molecule drug candidates. vTv has
a pipeline of clinical drug candidates led by cadisegliatin
(TTP399), a potential adjunctive therapy to insulin for the
treatment of type 1 diabetes. vTv's development partners are
pursuing additional indications in type 2 diabetes, chronic
obstructive pulmonary disease, renal disease, primary mitochondrial
myopathy, and glioblastoma and other cancers and cancer
treatment-related conditions.
WELCOME GROUP 2: Plan Exclusivity Period Extended to May 31
-----------------------------------------------------------
Judge Mina Nami Khorrami of the U.S. Bankruptcy Court for the
Southern District of Ohio extended Welcome Group 2, LLC, and
affiliates' exclusive periods to file their plan of reorganization,
and solicit acceptances thereof to May 31 and July 31, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtors claim that at
the hearings on the motion to excuse turnover and first day
motions, the Hampton Inn-Sidney, a Hilton property, owned by Debtor
Hilliard Hotels, LLC, was under review for retention of the Hilton
flag or brand. There was to be an upcoming Cure Date of December
14, 2023 at the Hampton Inn, based upon the most recent Quality
Assurance Evaluation on May 3, 2023.
The Debtors explained that the Hampton Inn has continued to operate
as a Hilton branded hotel. Mr. Vasani intends to continue working
with Hilton towards approval of the PIP. The Debtors need
sufficient time to determine the impact of same on their overall
operational income and present a projected budget in line with the
status of the hotel and accordingly a plan.
Further, Mr. Vasani is currently negotiating to flag The Hotel at
Dayton South (Dayton Hotels, LLC) with a national hotel chain,
which will result in a significant increase in income for the
hotel. Dayton Hotels, LLC and Mr. Vasani need sufficient time to
finalize and close these negotiations which again will impact any
plan to be proposed by the Debtors.
Counsel for the Debtors:
Darlene E. Fierle, Esq.
Ira H. Thomsen, Esq.
Denis E. Blasius, Esq.
THOMSEN LAW GROUP, LLC
140 North Main Street, Suite A
Springboro, OH 45066
Telephone: (937) 748-5001
Facsimile: (937) 748-5003
Email: ithomsen@ihtlaw.com
dfierle@ihtlaw.com
dblasius@ihtlaw.com
About Welcome Group 2
Welcome Group 2, LLC, Hilliard Hotels, LLC and Dayton Hotels, LLC
own hotels and are headquartered at 5955 E. Dublin Granville Road,
New Albany, Ohio. Debtor Hilliard Hotels owns the Hampton
Inn-Sidney, a Hilton property.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 23-53043) on
September 1, 2023. In the petition signed by Abhijit Vasani, as
president, InnVite Opco, Inc., sole member, the Debtor disclosed up
to $10 million in both assets and liabilities.
Judge Mina Nami Khorrami oversees the case.
Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the
Debtor as legal counsel.
WH INTERMEDIATE: S&P Rates Incremental First-Lien Term Loan 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to WH
Intermediate LLC's $180 million nonfungible incremental first-lien
term loan due 2027. S&P's recovery rating is '3', reflecting its
expectation for meaningful recovery (50%-70%; rounded estimate:
55%) in the event of a default. All of S&P's existing ratings on
the company, including its 'B' issuer credit rating, are unchanged.
The outlook is stable. The additional debt will support the
acquisition of the Warners, Olga, and True&Co brands.
S&P said, "Our ratings continue to reflect WH Intermediate LLC's
highly leveraged capital structure, financial-sponsor ownership,
and track record for debt-funded acquisitions. Notably, the
company's asset-lite business model allows for good cash flow
generation, predictable revenue streams, and EBITDA margins near
70%. However, we continue to expect the company will maintain S&P
Global Ratings-adjusted debt to EBITDA above 5x due to additional
debt-funded acquisitions."
ISSUE RATINGS--RECOVERY ANALYSIS
S&P said, "Our simulated default scenario contemplates a default in
2027 stemming from an unexpected loss of one of WH Intermediate
LLC's key licensing contracts that leads to significantly lower
EBITDA and cash flow, constraining liquidity. We valued the company
on a going-concern basis using a 5.5x multiple of our projected
emergence EBITDA. The multiple is in line with levels used for
U.S.-based branded nondurable issuers."
Key analytical factors:
The company's capital structure consists of:
-- $50 million revolving credit facility due in 2026 (rated);
-- $450 million first-lien term loan due in 2027 (rated);
-- $295 million incremental first-lien term loan due in 2027
(rated); and
-- $180 million incremental first-lien term loan due in 2027
(rated).
Jurisdiction and insolvency regime:
WH Intermediate LLC is organized in Delaware with substantially all
assets and operations in the U.S. In the event of payment default,
S&P believes the company would file for bankruptcy protection under
the administration of the U.S. bankruptcy court system while
entities abroad, if any, remain out of any insolvency proceedings
with respect to local jurisdictions.
Security package and guarantors:
-- WH Borrower LLC is the borrower of the senior secured revolving
credit facility, first-lien term loan, and incremental first-lien
term loans. WH Intermediate LLC and all existing and future direct
and indirect domestic wholly owned subsidiaries are guarantors of
the facility.
-- The senior secured revolving credit facility, first-lien term
loan, and incremental first-lien term loans have a first-priority
security interest in substantially all tangible and intangible
assets of the borrower and guarantors (including pledges of equity
in first-tier, non-wholly owned subsidiaries).
Simulated default assumptions:
-- Simulated year of default: 2027
-- Debt service assumptions: $83.9 million (assumed default year
interest plus amortization)
-- Minimum capex assumption: $2.7 million
-- Preliminary emergence EBITDA: $86.5 million
-- Operational adjustment: 20% (equal to $17.3 million)
-- Emergence EBITDA: $103.8 million
-- EBITDA multiple: 5.5x
-- Gross enterprise value (EV): $571.0 million
Simplified waterfall:
-- Net EV (after 5% administrative costs): $542.4 million
-- Valuation split (obligors/nonobligors): 100%/0%
-- First-lien claims: $969.6 million
-- Collateral value available to first-lien claims: $542.4
million
--Recovery expectations: 50%-70% (rounded estimate: 55%)
Note: All debt amounts include six months of prepetition interest.
WYNN RESORTS: Egan-Jones Retains CCC+ Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on January 31, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts.
ZERO DAY NUTRITION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Zero Day Nutrition Company
f/k/a Nutrition Company
12502 Exchange Suite 448
Stafford, TX 77477
Chapter 11 Petition Date: March 14, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-31134
Judge: Hon. Eduardo V Rodriguez
Debtor's Counsel: Melissa A. Haselden, Esq.
HASELDEN FARROW PLLC
700 Milam, Suite 1300
Pennzoil Place
Houston, TX 77002
Tel: (832) 819-1149
E-mail: mhaselden@haseldenfarrow.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Bischoff as CEO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/W2QE77Q/Zero_Day_Nutrition_Company__txsbke-24-31134__0001.0.pdf?mcid=tGE4TAMA
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"For the rest of his life, Milken will be accused of crimes for
which he was not charged and to which he did not plead guilty."
Milken is -- as anyone familiar with junk bonds and the scandals
surrounding them in the 1980s knows -- Michael Milken of the Drexel
Burnham banking and investment firm. In this book, noted business
writer Robert Sobel analyzes the Milken criminal case and the many
other phenomena of the period that lay the basis for the modern-day
financial industry. However, the author's perspective is broader
than the sensationalistic excesses and purported crimes of Milken
and his like. Sobel is interested in the individuals and businesses
that introduced and developed financial concepts, vehicles, and
transactions that increased the wealth of millions of average
persons.
Sobel's examination of the byplay between financial chicanery and
economic revitalization extends back to the Gilded Age of the
latter 1800s and early 1900s. This was a time when Jim Fisk, Jay
Gould, and others were making fortunes through skulduggery and
manipulation of the financial markets, while Cornelius Vanderbilt
and others were building the "world's finest railroad system."
Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others
were reaping fortunes from "dubious" transactions, financial firms
such as Forstmann Little and Kohlberg Kravis Roberts "played major
positive roles in the largest restructuring of American industry
since the turn of the century."
While Sobel does not try to defend the excesses and illegalities of
individuals and companies, he basically sees the Milkens of the
world as "vehicles through which the phenomena of junk finance and
leveraged buyouts played themselves out." This was the
"Conglomerate Era." Mergers and acquisitions were at the center of
financial and economic activity, and CEOs at major corporations
were in competition to grow their corporations. Milken, Boesky, and
others provided the means for this end. However, it is important to
note that they did not originate the mergers and acquisition
phenomenon.
At first, Milken et al. were much appreciated by major corporations
and the financial industry. However, when mergers and acquisition
excesses began to bear sour fruit, Milken and his company Drexel
Burnham took the brunt of public indignation. The government's
search for villains then began.
Sobel examines the ripple effects of financial innovators who
became financial pariahs. Milken's journey, for example, cannot be
unraveled from that of a company such as Beatrice. Starting in
1960, the food company Beatrice started making large-scale
acquisitions. CEO Williams Karnes, who "ran a tight, lean ship,
with a small office staff," was succeeded by corporate heads who
brought in corporate jets and limousines, greatly increased staff,
and moved into regal office space. James Dutt of Beatrice is
singled out as symptomatic of the heedless mindset that crept into
corporate America in the 1980s.
Sobol's tale of the complexities and ambivalence of this
transitional period is bolstered by memorable portraits of key
players and companies. In so doing, he demonstrates once more why
he has long been recognized as one of the country's most important
business writers.
About the Author
Robert Sobel was born in 1931 and died in 1999. He was a prolific
historian of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business at Hofstra University for 43 years and held a
Ph.D. from New York University. Besides producing books, articles,
book reviews, scripts for television and audiotapes, he was a
weekly columnist for Newsday from 1972 to 1988. At the time of his
death he was a contributing editor to Barron's Magazine.
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