/raid1/www/Hosts/bankrupt/TCR_Public/240320.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 20, 2024, Vol. 28, No. 79
Headlines
500 SUMMIT AVENUE: April 8, 2024 Bid Deadline Set
ADON PROPERTIES: Claims to be Paid From Available Cash and Income
AINOS INC: Chief Financial Officer Resigns
ALLEGIANT TRAVEL: Fitch Alters Outlook on 'BB-' LongTerm IDR to Neg
ALPINE SUMMIT: Seeks Cash Collateral Access
AMG EXPRESS: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel
APPLIED DNA: Registers 11,288,122 Shares for Resale
APPLIED SYSTEMS: Seeks Cash Collateral Access
ARTEX INC: Unsecureds Will Get 9.6% of Claims over 3 Years
ARTISAN MASONRY: Seeks to Hire DeMarco Mitchell as Legal Counsel
ASHFORD HOSPITALITY: Reports $180.73 Million Net Loss in 2023
ASTER HARDWOODs: Seeks Cash Collateral Access
AVINGER INC: Zylox Tonbridge, Jonathon Zhong Hold 19.9% Stake
AVISON YOUNG: Moody's Hikes CFR to B3 & Alters Outlook to Stable
B&E TRANSPORT: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
BACKBEAT BREWING: Court OKs Cash Collateral Access Thru March 29
BARNES & NOBLE: Reports Net Loss of $9.64 Million in Third Quarter
BELLAH SERVICES: Seeks to Hire DeMarco Mitchell as Legal Counsel
BERKELEY HEIGHTS: Seeks to Hire Herbert Ryder as Bankruptcy Counsel
BOWFLEX INC: U.S. Trustee Appoints Creditors' Committee
BRAVO MULTINATIONAL: Inks LOI With Pythia for Joint Venture
BROADRIPPLE BISTRO: Judy Wolf Weiker Named Subchapter V Trustee
BURGESS BIOPOWER: Court OKs $54MM DIP Loan from UMB Bank
BURGESS BIOPOWER: Hires Applied Business Strategy to Provide CRO
BURGESS BIOPOWER: Seeks to Hire Foley Hoag as Bankruptcy Counsel
BURGESS BIOPOWER: Seeks to Hire Gibbons PC as Delaware Counsel
BURGESS BIOPOWER: Seeks to Tap SSG Advisors as Investment Bankers
CAN BROTHERS: Seeks to Hire Victor W. Dahar as Bankruptcy Counsel
CANO HEALTH: April 2, 2024 Claims Filing Deadline Set
CANO HEALTH: Court Approves Common Stock Transfer Protocols
CANO HEALTH: Gets Final OK to Implement NOL Procedures
CANO HEALTH: U.S. Trustee Appoints Daniel McMurray as PCO
CANOPY FOODS: Public Auction Set for April 3
CAREISMATIC BRANDS: Affiliates Hire Province as Financial Advisor
CBAK ENERGY: Incurs $8.5 Million Net Loss in 2023
CBS TRUCKING: Court OKs Cash Collateral Access Thru May 8
CHARLESTON CHILDREN'S: Unsecureds Will Get 14.52% of Claims in Plan
CHEN FOUNDATION: Voluntary Chapter 11 Case Summary
CLEBURNE HOMES: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
CLOUD SOFTWARE: S&P Affirms 'B' ICR, Outlook Stable
COLLISION KINGS: Obtains Court CCAA Initial Stay Order
CT TECHNOLOGIES: Moody's Alters Outlook on 'B3' CFR to Stable
CUETO CONSULTING: Seeks to Hire DeMarco Mitchell as Legal Counsel
CURO GROUP: NYSE to Delist Common Stock on March 25
CYTOSORBENTS CORP: Posts $28.5 Million Net Loss in 2023
D & R JONES: Mark Schlant of Zdarsky Named Subchapter V Trustee
DANIEL TRANSIT: Yann Geron Named Subchapter V Trustee
DMN8 PARTNERS: Seeks Cash Collateral Access
ENVIVA INC: Has $500MM DIP Loan from Acquiom and Seaport
ENVIVA INC: Receives Court Approval for $500 Million DIP Financing
EPIC Y GRADE: S&P Affirms 'B-' ICR on Announced Merger With EPIC
EPIC Y-GRADE: Moody's Rates New $1.075BB First Lien Term Loan 'B3'
EQM MIDSTREAM: Fitch Puts 'BB' LongTerm IDR on Watch Positive
EVERYTHING BLOCKCHAIN: Appoints Craig Stephens as Director
EXPANSION INDUSTRIES: Seeks to Hire DeMarco Mitchell as Counsel
FAIRPORT BAPTIST: PCO Says Patient Care Remains Stable
FINANCIAL STRATEGIES: Seeks to Hire DeMarco Mitchell as Counsel
FIRSTOX LAB: Court OKs Sale of Assets to Clear Health for $300,000
FOREST GLEN: Seeks to Tap Certilman Balin Adler & Hyman as Counsel
GAFC SERVICES: Bid to Sell Carolina Property Held in Abeyance
GARNER ROAD: Hires Everett Gaskins Hancock Tuttle Hash as Counsel
GARNER ROAD: J.M. Cook Named Subchapter V Trustee
GETTY IMAGES: S&P Alters Outlook to Stable, Affirms 'B+' ICR
GLENS FALLS: Seeks to Hire Boyle Legal as Bankruptcy Counsel
GROM SOCIAL: Amends November 2023 SPA With Generating Alpha
H&H ENTERPRISES: Daniel Etlinger Named Subchapter V Trustee
HELIUS MEDICAL: Board Approves Second Amended Bylaws
HERITAJE BNB: Seeks to Hire Peter M. Daigle as Bankruptcy Counsel
HEYCART INC: Court OKs Cash Collateral Access Thru April 26
HOUSE OF DEAR: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
INFINERA CORP: Receives Noncompliance Notice From Nasdaq
INKNOVATE LLC: Seeks to Hire The Batista Law Group as Counsel
INNOVATIVE NURSING: Seeks Cash Collateral Access
INTELLIPHARMACEUTICS: Transfers Listing to NEX; Has New Stock Plan
IRON EAGLE: Updates Iron Capital Secured Claims; Amends Plan
ISLAND BREEZE: Seeks to Hire Action Tax Relief as Tax Advisor
ISLAND FAMILY: Seeks to Hire Branson Law as Bankruptcy Counsel
IYS VENTURES: Court OKs Cash Collateral Access Thru May 31
J&N REAL ASSET: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
JACON LLC: Seeks Cash Collateral Access
JIMMY MOTOR: Wins Cash Collateral Access Thru April 2
JKJC ENTERPRISE: Files Emergency Bid to Use Cash Collateral
JOANN INC: Board Elects Pamela Corrie as Class I Director
JVK OPERATIONS: Court OKs Interim Cash Collateral Access
KALO CLINICAL: Voluntary Chapter 11 Case Summary
KARINA TRANSIT: Yann Geron Named Subchapter V Trustee
KINDERCARE LEARNING: Fitch Lowers IDR to 'B+', Outlook Stable
KNOTTY NUFF: Has Deal on Cash Collateral Access
LA TOOL: Court OKs Continued Cash Collateral Access Thru April 30
LAG SHOT: Court OKs Interim Cash Collateral Access
LANDSEA HOMES: S&P Assigns 'B' ICR, Outlook Stable
LEE SPIRITS: Seeks to Hire Kutner Brinen Dickey Riley as Counsel
LEXARIA BIOSCIENCE: Appoints Nelson Cabatuan as CFO
LEXARIA BIOSCIENCE: Registers 1,612,989 Shares For Resale
LION STAR: Hires Melynda Winslow as Chief Restructuring Officer
LIVING WATER: Seeks to Hire Michael Schwartzberg as Legal Counsel
LONE STAR: Case Summary & Nine Unsecured Creditors
LSRM PROPERTY: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
LSS TRUCKING: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel
LYNX AIR: To Restructure Under CCAA Proceedings
LYONS COMPANIES: Seeks Cash Collateral Access
M.V.J. AUTO: Court OKs Cash Collateral Access on Final Basis
MACQUARIE AIRFINANCE: S&P Affirms 'BB+' ICR, Outlook Positive
MAEMAX MARKET: Court OKs Interim Cash Collateral Access
MAEMAX MARKET: Glen Watson Named Subchapter V Trustee
MAGNOLIA SENIOR: Case Summary & Four Unsecured Creditors
MALCOLM EXPRESS: Jerrett McConnell Named Subchapter V Trustee
MANCHESTER ST: Kara Rescia of Rescia Law Named Subchapter V Trustee
MATTR CORP: S&P Rates C$150MM Unsecured Notes Due 2031 'B+'
METROPOLITAN THEATRES: Court OKs Interim Cash Collateral Access
MILK ROAD: Court OKs Cash Collateral Access Thru April 14
MILK ROAD: Hires Country Boys Auction & Realty as Auctioneer
MILLRIDGE INVESTMENTS: Seeks to Hire DeMarco Mitchell as Counsel
MINIM INC: Granted Until June 23 to Cure Nasdaq Listing Deficiency
MIR SCIENTIFIC: Seeks $1.4MM DIP Loan from Iron Dome
MKNC II: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel
MOHAWK DRIVE: Seeks Cash Collateral Access
MR. TORTILLA: Court OKs Cash Collateral Access Thru May 30
MSS INC: Court OKs Cash Collateral Access Thru April 23
NEPHROS INC: Incurs $1.6 Million Net Loss in 2023
NETCAPITAL INC: Posts $2.2 Million Net Loss in Third Quarter
NEW CENTURY: Glen Watson Named Subchapter V Trustee
NEW LIGHT MISSIONARY: George Purtill Named Subchapter V Trustee
NOVABAY PHARMACEUTICALS: Sells DERMAdoctor Skincare Biz
NRG ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' LT ICR
OMNI EXCAVATORS: Court OKs Cash Collateral Access Thru April 26
OPTIVIEW 360: Court OKs Cash Collateral Access on Final Basis
OVATION PARENT: Moody's Assigns First Time 'B2' Corp. Family Rating
OVATION PARENT: S&P Assigns 'B' ICR, Outlook Stable
PACTIV EVERGREEN: S&P Alters Outlook to Positive, Affirms 'B+' ICR
PAGANUS LLC: Gets OK to Hire George Jacobs as Bankruptcy Counsel
PERRIGO COMPANY: Moody's Affirms Ba2 CFR, Outlook Remains Negative
PETER RINALDI: Seeks Cash Collateral Access
PHUNWARE INC: Incurs $52.8 Million Net Loss in 2023
PIGEONLY INC: Files Emergency Bid to Use Cash Collateral
PREMIER KINGS: Court OKs Sale of Assets to Newell-Berg for $1.31MM
PRIME MARKETING: Hires Slater Law as Special Litigation Counsel
PROTERRA INC: Emerges From Chapter 11
PROVIZOR FEDERAL: Court OKs $5MM DIP Loan from Kore
QUIKRETE HOLDINGS: S&P Rates $2.4MM New Term Loan B 'BB'
RED INTERMEDIATECO: S&P Withdraws 'B-' Issuer Credit Rating
RI-TAR ENTERPRISES: Seeks to Hire DeMarco Mitchell as Counsel
RISE DEVELOPMENT: Court OKs Interim Cash Collateral Access
RODA LLC: Seeks to Hire Foster Garvey PC as Bankruptcy Counsel
S.M.M. INVESTMENTS: Hires Gonzalo Valenzuela as Real Estate Broker
SABROSA CAFE: Seeks to Hire Miller & Miller as Bankruptcy Counsel
SAGO VENTURES: Gets OK to Hire S&ME as Environmental Scientists
SALISH COAST: Gets OK to Hire Williams & Nulle as Accountants
SANO RACING: Seeks to Hire Agentis PLLC as Bankruptcy Counsel
SCHIFF FINE: Court Rejects Bid to Dismiss Involuntary Chapter 7
SCHMOLDT CONSTRUCTION: Seeks to Hire DeMarco Mitchell as Counsel
SIENTRA INC: Court OKs Bid Rules for Sale of Assets
SKILLZ INC: Reports Fourth Quarter, Full Year 2023 Results
SKIN LOGIC: Trustee Taps Bassman Adelman & Weiss as Tax Accountant
STARWOOD PROPERTY: Fitch Assigns BB+(EXP) Rating on $400MM Notes
STENSON LANDSCAPE: Seeks to Hire DeMarco Mitchell as Legal Counsel
STERLING CONSULTING: Unsecureds to Split $54K over 3 Years
STRATEGIES 360: Court OKs Continued Cash Collateral Access
SUNPOWER CORP: Tony Garzolini Named Chief Revenue Officer
TOMLINSON TRANSPORT: Seeks to Hire WM Law as Bankruptcy Counsel
TRISTAR SOLUTIONS: Seeks to Hire McNamee Hosea as Legal Counsel
TW TAYLOR TRUCKING: Glen Watson Named Subchapter V Trustee
TWILIGHT HAVEN: No Resident Complaints, 3rd PCO Report Says
URBAN ONE: Delays Filing of Annual Report for Year Ended Dec. 31
VASO LOGISTICS: Wins Cash Collateral Access Thru April 2
WESTERN CONCRETE: Hires Lighthouse Management as Valuation Expert
WESTERN CONCRETE: Seeks to Hire Ordinary Course Professionals
WEWORK INC: Taps McManimon Scotland & Baumann as Local Counsel
WILLIAM INSULATION: Gets OK to Sell Property by Public Auction
WINDOW SYSTEMS: Unsecureds Will Get 18.40% of Claims over 5 Years
WINDSOR TERRACE: No Patient Care Concern, 3rd PCO Report Says
YAK TIMBER: Hearing on Sale to Delta Western Set for April 2
YAK TIMBER: Hearing on Sale to Tlingit Set for April 2
*********
500 SUMMIT AVENUE: April 8, 2024 Bid Deadline Set
-------------------------------------------------
Hilco Real Estate places a 900,000 +/- sf mixed-use development
site located at 500 Summit Avenue, Jersey City, New Jersey, owned
by 500 Summit Avenue Mazal LLC. Interested bidders have until
April 8, 2024, to submit their bids for the property.
About 500 Summit Avenue Mazal
500 Summit Avenue Mazal is engaged in activities related to real
estate.
500 Summit Avenue Mazal LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-11831) on Nov. 16, 2023, listing $10 million to $50 million in
both assets and liabilities. The petition was signed by Nir Amsel
as authorized signatory.
Judge Lisa G. Beckerman presides over the case.
Fred B. Ringel, Esq. at LEECH TISHMAN ROBINSON BROG, PLLC, is the
Debtor's counsel.
ADON PROPERTIES: Claims to be Paid From Available Cash and Income
-----------------------------------------------------------------
Adon Properties LLC filed with the U.S. Bankruptcy Court for the
District of Massachusetts a Small Business Plan of Reorganization
under Subchapter V dated March 11, 2024.
The Debtor is a duly organized Massachusetts limited liability
corporation that was organized on July 26, 2021, by Reysely Adon
Rodriguez. The Debtor's principal place of business is 146 Marcy
Street #1, Southbridge, MA.
The Debtor purchased 12 North Bridge Street, Holyoke, Massachusetts
(the "Property") on September 13, 2021, for $90,000.00 by deed
recorded in the Hampden County Registry of Deeds Land Court at
Document 227,777 Certificate 39503 on September 17, 2021. At the
time of filing, the Property produced $3,799.00 per month in rental
income. In addition, both rental units are occupied and the total
monthly rent received is $3,472.00 per month.
At the time Debtor purchased the Property, the Debtor granted a
Mortgage to Finance of America Commercial LLC, for a principal
amount of $113,900.00. This mortgage was subsequently assigned to
Wilmington Savings Fund Society, FSB (hereinafter referred to as
the "Mortgage"). The Debtor was unable to refinance or modify the
terms of the Mortgage, and the lender moved to foreclose on the
Property. A foreclosure sale was scheduled for December 12, 2023.
The Debtor filed the present Chapter 11 bankruptcy on December 11,
2023 to stay the foreclosure sale.
There were no scheduled or filed general unsecured claims in the
present case.
Class 1 consists of Wilmington Savings Fund Society, FSB's Allowed
Secured Claim. The secured claim of Wilmington Savings Fund
Society, FSB totals $114,632.35. This will be paid directly to
Wilmington Savings Fund Society, FSB, and paid as follows: payments
for 5 years with interest (8.74%) amortized over 20 years for
monthly payments of $1,012.00 per month, and a balloon payment of
$101,171.00 due after this five 5-year period. All payments to
Wilmington Savings Fund Society, FSB will be paid directly by the
Debtor.
Class 2 consists of any claims owed to the City of Holyoke for its
claims based upon property taxes and/or water and sewer charges
relating to the Property, which are estimated to be in the amount
of $6,000.00. The Debtor shall make direct monthly payments to the
City of Holyoke over five 5 years starting on the Effective Date.
Class 3 consists of holders of Interests in the Debtor. On the
Effective Date, each holder shall retain their Interests in the
Debtor in the same proportions that existed on the Petition Date.
This Plan will be funded from cash on hand, working capital, and
cash from ongoing business operations. The Debtor will continue to
operate in the ordinary course of business. Pursuant to Section
1190(2) of the Code, the Plan provides for the submission of all or
such portion of the future earnings of the Debtor as is necessary
for the execution of the Plan.
A full-text copy of the Plan of Reorganization dated March 11, 2024
is available at https://urlcurt.com/u?l=2bGl0o from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert E. Girvan III, Esq.
Weiner Law Firm, PC
1441 Main Street, Suite 610
Springfield, MA 01103
Telephone: (413) 732-6840
Facsimile: (413) 785-5666
Email: RGirvan@Weinerlegal.com
About Adon Properties
Adon Properties, LLC is a duly organized Massachusetts limited
liability corporation that was organized on July 26, 2021, by
Reysely Adon Rodriguez.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 23-41035) on December 11,
2023, with $100,001 to $500,000 in both assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
Robert Girvan, Esq., at Weiner Law Firm, P.C. represents the Debtor
as bankruptcy counsel.
AINOS INC: Chief Financial Officer Resigns
------------------------------------------
Ainos, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that Meng-Lin Sung, the chief financial officer
of the Company, resigned from her positions with the Company,
effective as of March 13, 2024.
The departure of Ms. Sung was not related to any disagreement with
the Company's operations, accounting policies or practices.
About Ainos
Ainos, Inc. (www.ainos.com), formerly known as Amarillo
Biosciences, Inc., is a diversified healthcare company focused on
the development of novel point-of-care testing (the "POCT"),
therapeutics based on very low-dose interferon alpha (the
"VELDONA"), and synthetic RNA-driven preventative medicine. The
Company's product pipeline includes commercial-stage VELDONA Pet
cytoprotein supplements, clinical-stage VELDONA human therapeutics
and telehealth-friendly POCTs powered by the AI Nose technology
platform.
Ainos reported a net loss of $13.77 million for the year ended Dec.
31, 2023, compared to a net loss of $14.01 million for the year
ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $31.84
million in total assets, $7.39 million in total liabilities, and
$24.45 million in total stockholders' equity.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 8, 2024, citing that the Company has incurred
recurring losses and recurring negative cash flow from operating
activities, and has an accumulated deficit which raises substantial
doubt about its ability to continue as a going concern.
ALLEGIANT TRAVEL: Fitch Alters Outlook on 'BB-' LongTerm IDR to Neg
-------------------------------------------------------------------
Fitch Ratings has revised Allegiant Travel Company's Rating Outlook
to Negative from Stable and has affirmed the company's Long-Term
Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed the
company's senior secured notes and revolvers at 'BB+'/'RR2'.
The Negative Outlook reflects Fitch's expectation for gross EBITDAR
leverage to be above 5x through 2025, driven by weaker than
expected profit margins and material near-term financing needs for
upcoming aircraft deliveries. Fitch believes Allegiant's elevated
leverage may be temporary, driven by its heavy capital expenditure
cycle. However, the company faces execution risk towards its goals
to restore margin performance, which could keep leverage elevated
for longer and pressure the rating.
The rating is supported by Allegiant's insulated business with 75%
of its routes having no competition, its profitable operations and
an expectation for healthy leisure demand. Allegiant also has
adequate financial flexibility with EBITDAR Fixed Charge Coverage
ranging from 2.5x-3x in the forecast horizon and sizable
liquidity.
KEY RATING DRIVERS
Leverage Metrics Weak Until 2025: Fitch expects the company's gross
EBITDAR leverage to temporarily rise to 5.3x in 2024 and stay
elevated around 5x until 2025, outside Fitch's 4.5x negative
sensitivity. Fitch believes Allegiant 's $815 million cash and
short-term investments provide it significant flexibility to manage
leverage. However, slower profitability improvement and significant
debt financing required to fund upcoming MAX deliveries could keep
leverage elevated in the near term.
The company's progress toward improving EBITDAR margin via
increasing aircraft utilization and onboarding MAXs in the next 12
to 18 months would increase the likelihood that leverage could
organically trend below Fitch's 4.5x negative sensitivity and
stabilize the Outlook. Sustained high leverage will lead to a
downgrade. Allegiant's EBITDAR Fixed Charge Coverage is expected to
remain adequate at 2.5x -3x over the next two years.
Slow Profitability Improvement: Allegiant generated 21% EBITDAR
margin in 2023, underperforming Fitch's expectation due to weaker
yields in the 2H23 and continued cost inflation pressure. Fitch's
base case now forecasts EBITDAR margin to be roughly flat or down
between 20% to 21% in 2024 and expanding to 22% in 2025 on
increased utilization.
Fitch views wage increases and inefficiencies related to pilot
training for the MAXs as continued headwinds, partially offset by
aircraft utilization and improved fuel efficiency of the company's
pending 737 MAX deliveries. Revenue per available seat mile (RASM)
is likely to see limited growth in the near term due to
expectations for softer economic growth and Allegiant's increased
capacity. RASM has lagged CASM, increasing 19% from 2019 to 2023
while CASM increased 28% over the same period.
Fitch expects Allegiant to remain among the most profitable
airlines in the industry; however, margins are likely well below
pre-pandemic levels which stood at 24% and 29% in 2018 and 2019,
respectively. Margins could increase faster than Fitch's
expectation if Allegiant is successful in ramping up utilization
and in implementing other initiatives such as its new Navitaire
booking system, and selling premium seats.
Increased Capacity, But Execution Risk Remains: Fitch expects
Allegiant's capacity to increase by low to mid-single digits in
2024 before accelerating in the mid-teen level in 2025, driven by
increasing aircraft utilization rates and MAX deliveries. Lagging
aircraft utilization has been driven by insufficient pilots to
capture peak period flying. Allegiant has also pulled back capacity
during off peak periods as operations have become unprofitable in a
higher fuel price environment.
Momentum in pilot hiring, which netted 100 additional pilots in
2H23, and full training classes are expected to support growth in
peak period flying in 2H24 and 2025. Additionally, the phase-in of
Allegiant's 50 737MAX aircraft will add efficient seat capacity and
allow the company to resume flying certain currently unprofitable
routes. Allegiant's partnership with Viva Aerobus provides
potential upside, although Fitch has not factored this in due to
timing uncertainty of government approval.
Management targets for peak utilization to increase by as high as
20% in 2025 from the 2023 level. However, there are uncertainties
related to executing a significant ramp up plan that requires
success in pilot hiring, integrating and operating new MAX
aircraft, and managing profitability as the company may need to
stimulate demand to fill higher gauge aircraft. In addition,
external factors out of the company's control such as OEM
production delays, air traffic controller staffing issues and
maintenance parts and personnel shortage could also derail capacity
growth.
FCF Negative, Sufficient Liquidity: Fitch expects heavy aircraft
CAPEX to drive significant negative FCF in the range of $500
million to $800 million each year until at least 2025. Allegiant's
healthy cash generation from operations and financeability of the
MAX will be sufficient to support deliveries while maintaining
liquidity. Allegiant could potentially push back a portion of
deliveries to preserve cash if demand is weaker than expected while
some of the deliveries are desirable to replace last generation
aircraft that require upcoming heavy maintenance.
Supportive Underlying Domestic Demand: Fitch expects underlying
domestic traffic demand to remain supportive as consumers continue
to prioritize experiences over goods purchases. Additionally, Fitch
expects some travelling that diverted to international destinations
in 2023 to return to domestic destinations, benefiting
domestic-focused carriers like Allegiant. Early reports from the
airlines have indicated a healthy travel demand environment.
Allegiant's low-cost proposition also allows it to stimulate demand
with low fares. Allegiant's network includes secondary airport
bases and 75% of its routes have no competition, which somewhat
insulating the airline against certain oversupplied leisure
routes.
DERIVATION SUMMARY
Fitch compares Allegiant to other low-cost carriers, such as Spirit
Airlines (B-/Negative) and JetBlue Airways Corporation
(B+/Negative), which also focus heavily on domestic leisure travel.
Allegiant's sole focus on leisure in underserved niche markets
insulates the company somewhat from pricing pressures that JetBlue
and Spirit encountered in large but oversupplied domestic
destinations. Although Spirit is a larger low-cost provider, the
airline is content with structurally lower profitability and engine
availability issues, driving its leverage higher. Spirit is also
facing material refinancing risks in 2025.
Relative to JetBlue, Allegiant is smaller in revenue. JetBlue's and
Allegiant's ratings are similarly pressured by large capex spend
for aircraft deliveries which will drive FCF negative. However,
JetBlue suffers from declining profitability that drives its
leverage materially higher than Allegiant.
KEY ASSUMPTIONS
- ASMs grows low-to-mid single digit in 2024 and accelerate to mid
double digits in 2025 and upper single digits onwards mainly driven
by MAX deliveries and increased utilization rate;
- Load factor range bound from 84.5% to 85% throughout forecast;
- Limited RASMs growth in the neutral to 2% annually throughout
forecast due to increased capacity;
- CASM-ex grows high single digit in 2024 and decline thereafter
due to material rise in ASM;
- Fuel costs flat at $2.8/gallon throughout forecast;
- EBITDAR margin at 20.5% in 2024 and rise to 21.7% in 2025;
- Annual capex is elevated from $800 million to $1.1 billion
annually from 2024 to 2025. Aircraft is expected to be financed at
70%-75% loan-to-value. Interest on new aircraft debt is assumed at
5% to 8%.
- Sunseeker resort contributes $7 million-$20 million in annual
EBITDA run rate throughout forecast.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to an
Outlook Revision:
- Demonstrated ability to improve EBITDAR margin and/or manage
aircraft delivery related debt loads, increasing the likelihood
that EBITDAR leverage could trend below 4.5x after 2025;
- EBITDAR fixed charge coverage approaching or near 3x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- EBITDAR Leverage sustained below 3.5x and EBITDAR fixed-charge
towards 3.5x;
- Increased financial flexibility demonstrated by sustained high
liquidity level and/or increased unencumbered assets;
- Demonstrated execution on the growth strategy including
maintaining a pipeline of pilots and operating new MAXs;
- Successful management of the Sunseeker resort.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDAR Leverage sustained above 4.5x and/or EBITDAR fixed charge
coverage below 2.5x;
- Declining financial flexibility demonstrated by reliance on
revolver draws, deteriorating cash flow from operations (CFO)
generation, or a depleting cash balance;
- EBITDAR margins sustained in the mid to high teens.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Allegiant held roughly $815 million in cash,
cash equivalents and short-term investments as of Dec. 31, 2023.
The company also has $275 million of undrawn secured revolvers, in
addition to $25 million availability in a PDP financing facility
for aircraft pre-delivery deposits.
Fitch expects 2024 and 2025 to be cash intensive years driven by
heavy aircraft deliveries. Capex and debt payments should be
manageable, supported by profitable operations, aircraft debt
financing and sufficient liquidity. Allegiant has $440 million debt
maturity in 2024, including $200 million PDP. The next material
debt maturity is not until 2027 when $550 million senior secured
debt is due.
ISSUER PROFILE
Allegiant Travel Company (Allegiant) is an ultra-low-cost airline
primarily focused on providing service to vacation destinations to
under-served small and medium-sized markets throughout the United
States.
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
----------- ------ -------- -----
Allegiant Travel
Company LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR2 BB+
ALPINE SUMMIT: Seeks Cash Collateral Access
-------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Alpine Summit Energy Partners, Inc. et
al. to use cash collateral and provide adequate protection.
Prepetition, the Debtor HB2 Origination, LLC entered into the First
Amended and Restated Credit Agreement dated September 30, 2022 with
Bank7 to borrow up to $65 million under a reducing revolving line
of credit at an interest rate that is the greater of 5% and the
prime rate plus 1.75%. HB2 Origination, LLC's obligations under the
Credit Agreement are guaranteed by certain Debtor and non-debtor
subsidiaries and secured by certain of the Debtors' interests in
producing assets and the proceeds thereof.
On July 25, 2023, the Court entered the Bidding Procedures Order.
The Bidding Procedures Order contemplated two sales: a sale of the
South Texas Assets and a sale of the Giddings Assets. On August 31,
2023, the Court entered the Order (I) Approving the Sale of the
South Texas Assets Free and Clear of Liens, Encumbrances, Claims
and Interests, (II) Approving the Assumption and Assignment of
Designated Executory Contracts and Unexpired Leases, and (III)
Granting Related Relief . The Debtors received a cash purchase
price of $83 million in connection with the sale of the South Texas
Assets. The STX Sale Proceeds are held in a segregated account
maintained by the Debtors pending further Court order.
On October 31, 2023, the Court entered the Order (I) Approving the
Sale of the Giddings Assets Free and Clear of Liens, Encumbrances,
Claims, and Interests, (II) Approving the Assumption and Assignment
of Designated Executory Contracts and Unexpired Leases, and (III)
Granting Related Relief. The Debtors received a cash purchase price
of $15.360 million in connection with the Giddings Sale.
The Debtors are permitted to use $500,000 of the STX Sale Proceeds
to fund payroll for their remaining skeleton staff, to make the
payments required under the approved KERP, and to fund other
operating expenses, such as ordinary course professionals, general,
and administrative costs. The Debtors, pursuant to the Agreed Order
Establishing Procedures to Determine the Validity, Priority, and
Extent of Liens Asserted by Statutory Lien Claimants, are also
permitted to use $16.245 million of the Sale Proceeds to make
payments on uncontested and/or stipulated claims of statutory
lienholders in the amounts listed in the budget.
The Debtors, Bank7, and the Committee filed the Fourth Amended
Stipulation, extending the use of Cash Collateral through April 12,
2024. However, they anticipate depletion of funds during March 19,
2024. The Debtors have four remaining employees, but they need to
use the STX Sale Proceeds to pay the Critical Expenses. The
Debtors' plan has support from statutory lienholders, Bank7, and
the Committee. They are close to finalizing a deal with San Roman
Ranch Mineral Partners, Ltd., leaving the Ad Hoc Committee of DP
Claimants as the sole remaining objection. The relief requested is
limited due to the Lien Determination Procedures Order.
First, Bank7 consented to the use of cash collateral, so adequate
protection is not an issue as it relates to Bank7's interests.
Regarding the statutory lienholders other than Express Energy, they
are adequately protected because they will receive actual cash
payments in the amounts they stipulated to. As for Express Energy,
it is adequately protected because the Sale Proceeds provide more
than sufficient funds to satisfy its claim $734,021 in the event it
is found to be a secured claimholder senior to Bank7. The Debtors
currently hold approximately $73.49 million in Sale Proceeds, and
they are proposing to disburse $16.245 million to stipulating
lienholders and an additional $500,000 for Critical Expenses.
A copy of the motion is available at https://urlcurt.com/u?l=jBQpG6
from Kroll, the claims agent.
About Alpine Summit Energy Partners
Alpine Summit Energy Partners Inc. and its affiliates develop, own,
and operate oil and gas properties in several formations in Texas.
Alpine Summit Energy Partners and its affiliates, including HB2
Origination, LLC, sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90739) on July
5, 2023. In the petition filed by Craig Perry, CEO and Chairman of
Board of Directors, Alpine Summit Energy Partners estimated assets
up to $50,000 and liabilities between $500,000 and $1 million.
Affiliate Ageron Energy II, LLC estimated $100 million to $500
million in assets and $1 million to $10 million in liabilities.
Affiliate HB2 Origination, LLC estimated $100 million to $500
million in assets and $50 million to $100 million in liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Porter Hedges, LLP as counsel; Houlihan Lokey
Capital, Inc. as investment banker; Huron Consulting Services, LLC
as financial advisor; and White & Case LLP as special litigation
counsel. Kroll Restructuring Administration, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Reed Smith, LLP as bankruptcy counsel and Huron
Consulting Services, LLC as restructuring advisor. Ryan Bouley of
Huron serves as chief restructuring officer.
AMG EXPRESS: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel
-----------------------------------------------------------------
AMG Express Trucking, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ DeMarco
Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About AMG Express Trucking
AMG Express Trucking, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-30070) on Jan. 5, 2024. In the petition signed by Gebre Berhane,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $1 million in liabilities.
Judge Scott W. Everett oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
APPLIED DNA: Registers 11,288,122 Shares for Resale
---------------------------------------------------
Applied DNA Sciences, Inc. filed with the U.S. Securities and
Exchange Commission its Form S-1 relating to the resale from time
to time, by the selling stockholders, namely: Armistice Capital,
LLC, Dillon Hill Capital, LLC, and Dillon Hill Investment Company,
LLC, of up to 11,288,122 shares of common stock, par value $0.001
per share, which the selling stockholders may acquire upon the
exercise of outstanding warrants.
Applied DNA issued the Common Warrants to the Selling Stockholders
in a private placement concurrent with a registered direct offering
of 3,228,056 shares of Common Stock and pre-funded warrants to
purchase 2,416,005 shares of Common Stock. Each Common Warrant will
have an exercise price of $0.609 per share of Common Stock and will
become exercisable upon Shareholder Approval. "Shareholder
Approval" means the first trading day after the filing of a Form
8-K disclosing the approval pursuant to the applicable rules and
regulations of The Nasdaq Capital Market from the shareholders of
the Company with respect to the issuance of all of the shares
underlying the Common Warrants and the reduction in exercise price
and extension of expiration dates of the Warrants described in
"Warrant Repricing" beginning on page 16. The Common Warrants will
expire on the five-year anniversary of Shareholder Approval.
The closing of the issuance and sale of the Common Warrants, Common
Stock, and Pre-Funded Warrants was consummated on February 2,
2024.
The Selling Stockholders of the securities and any of their
pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their securities covered hereby on the
principal trading market or any other stock exchange, market or
trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices.
Applied DNA will not receive any proceeds from the sale of the
shares of Common Stock by the Selling Stockholders. However, the
Company will receive proceeds from the exercise of the Common
Warrants by the Selling Stockholders to the extent they are
exercised for cash. The Company estimates that the maximum proceeds
that it may receive from the exercise of the Common Warrants,
assuming all the Common Warrants are exercised at their exercise
price of $0.609, will be $6,874,466. The Company does not know,
however, whether any of the Common Warrants will be exercised or,
if any of the Common Warrants are exercised, when they will be
exercised. It is possible that the Common Warrants will expire and
never be exercised. There are circumstances under which the Common
Warrants may be exercised on a cashless basis. In these
circumstances, even if the Common Warrants are exercised, it may
not receive any proceeds, or the proceeds that it does receive may
be significantly less than what it might expect. The Company
intends to use the aggregate net proceeds from the exercise of the
Common Warrants for general corporate purposes, including working
capital. The actual allocation of proceeds realized from the
exercise of these Common Warrants will depend upon the amount and
timing of such exercises, our operating revenues and cash position
at such time and our working capital requirements. The Selling
Stockholders will pay any expenses incurred by the Selling
Stockholders for brokerage, accounting, tax or legal services or
any other expenses incurred by the Selling Stockholders in
disposing of its shares of Common Stock. The Company will bear all
other costs, fees, and expenses incurred in effecting the
registration of the shares covered by this prospectus, including,
without limitation, all registration fees and fees and expenses of
our counsel and our accountants.
A full-text copy of the Company's Report on Form S-1 is available
at https://tinyurl.com/454aetrt
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing technologies to produce and detect
deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction
("PCR") to enable both the production and detection of DNA, the
Company operates in three primary business markets: (i) the
manufacture of synthetic DNA for use in nucleic acid-based
therapeutics; (ii) the detection of DNA in molecular diagnostics
testing services; and (iii) the manufacture and detection of DNA
for industrial supply chain security services.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 7,
2023, citing that the Company 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.
APPLIED SYSTEMS: Seeks Cash Collateral Access
---------------------------------------------
Applied Systems Marketing, L.L.C. asks the U.S. Bankruptcy Court
for the Eastern District of New York for authority to use cash
collateral in accordance with its agreement with First Central
Savings Bank.
The Debtor requires the use of cash collateral to pay costs and
expenses necessary to preserve and maintain its business.
As of the commencement of the case, the Debtor had a secured
creditor with liens against the Debtor's assets, including, but not
limited to, its real property and rents and proceeds therefrom.
After engaging with First Central in discussions concerning the use
of cash collateral, the Debtor successfully entered into a
stipulation permitting such usage with First Central.
The Debtor's principal business consists of the ownership and
management of real property located at and known as 41-49 Forest
Avenue, Glen Cove, New York 11542. The Property has constructed on
it two separate buildings, one of which is fully built out and
occupied by a tenant under a long-term non-residential real
property lease which operates a day care center, and the other
building is substantially built out but currently unoccupied
although it too is currently subject to a non-residential real
property lease.
At present, only the Day Care Center pays rent under the Day Care
Lease of approximately $27,000 per month, which rent is part of
First Central's Collateral and constitutes cash collateral of First
Central.
Prior to the commencement of the case, the Debtor incurred
obligations to First Central under a Substitute Note "A" in the
original principal amount of $650,000, an Amended and Restated
Mortgage Note in the original principal amount of $2.350 million,
an Agreement of Consolidation, Extension and Modification of the
Mortgages, an Assignment of Leases and Rents, and an Assignment of
Leases and Rents, all dated as of May 4, 2018, and an Amended and
Restated Mortgage Note, an Amended and Restated in the original
principal amount of $650,000, an Amended and Restated Mortgage
Note, and an Agreement of Consolidation, Extension and Modification
of the Mortgages, all dated August 1, 2020, under which obligations
were outstanding as of January 16, 2024, with account number ending
in 6273 having a current open principal amount of $2.350 million,
and account number ending in 6265 having a current open principal
about of $650,000, for a total principal balance due and owing of
$3 million.
The First Central Loans are secured by first priority liens on all
assets of the Debtor. The First Central Loans matured on March 1,
2024.
The parties agreed that the Debtor may use the full amount of the
cash collateral in the ordinary course of business for payment of
expenses incurred, or to be incurred in the operation of its
business, for any filing fees or United States Trustee fees in
connection with the case; and for payment of any professional fees
and expenses.
As adequate protection, First Central will be granted a continuing
post-petition security interest in all of the assets of the Debtor
in possession, except that such lien does not extend to any
avoidance action recoveries.
The Post-Petition Adequate Protection Lien is granted as against
postpetition assets in the same order of priority as existed as of
the Petition Date as between the Debtor's other creditors asserting
a secured claims.
A copy of the motion is available at https://urlcurt.com/u?l=b4PouR
from PacerMonitor.com.
About Applied Systems Marketing, LLC
The Debtor is engaged in activities related to real estate. The
Debtor owns three properties in Forest Avenue, Glen Cove, NY valued
at $8.35 million.
Applied Systems Marketing L.L.C. in Glen Cove, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 24-70422) on February 1, 2024, listing $8,762,520 in assets and
$7,783,424 in liabilities. James R. Fitzgerald as chief executive
officer, signed the petition.
Judge Louis A Scarcella oversees the case.
CERTILMAN BALIN ADLER & HYMAN, LLP serve as the Debtor's legal
counsel.
ARTEX INC: Unsecureds Will Get 9.6% of Claims over 3 Years
----------------------------------------------------------
Artex, Inc. filed with the U.S. Bankruptcy Court for the District
of New Jersey a Small Business Plan of Reorganization dated March
11, 2024.
The Debtor is a flooring design and installation company serving
the tri state area of NJ, NY, PA, located at 31 Curie Avenue,
Wallington, New Jersey.
The Debtor is a Domestic Profit Corporation formed in the State of
New Jersey on July 23, 2021. Adam Oldakowski is the sole member of
the Debtor, with a 100% ownership interest. Adam Oldakowski, the
managing member of the Debtor, also manages the day-to-day affairs
of the Debtor.
The Debtor commenced business operations in 2001 and has steadily
increased its income year after year even through the Covid-19
Pandemic. However, the Debtor has become unable to pay debts as the
debts have come due in the ordinary operation of the business,
leading to this Chapter 11 reorganization.
Class Five are holders of General Unsecured Claims, including
allowed deficiency claims of creditors in prior classes and the
claims of Creditors not otherwise classified under the Plan.
Subject to objection of claims in accordance with the Plan, the
Debtor estimates the amount of claims in this class, as scheduled
or filed, to total $981,724.84. In accordance with Debtor's Three
Year Cash Flow Analysis the Debtor has a 3-Year Projected Net
Income in the amount of $169,603.22, 55% of which ($93,281.77)
shall be paid to General Unsecured Creditors.
Commencing on the first day of the fifth month following the
Effective Date of the Plan (the "Initial Payment") and quarterly
thereafter for a total of 12 quarters, the Debtor shall make
payments on a pro rata basis to undisputed, liquidated, non
contingent claims as scheduled or filed, subject to timely
objection to the validity or extent of each claim holders (the
"Allowed Unsecured Claims") in an amount equal to 55% of the
quarterly projected net income in the corresponding year (as
projected in the Cash Flow Analysis).
Total Amount Projected to be Paid pro rata to General Unsecured
Creditors shall be $93,281.77. This amount constitutes 9.6% of the
General Unsecured Claims total, $976,366.86. Upon Completion of the
Plan, Debtor is entitled to judgment of satisfaction as to all
general unsecured claims.
The ownership interests of the member in the assets of the Debtor
shall not be altered as a consequence of the Plan.
The plan will be funded from a combination of (i) funds on hand in
the estate at the time of Confirmation; and (ii) net cash flow of
the Reorganized Debtor received during the 36 months of the Plan
beginning on the Effective Date of the Plan, or as set forth in the
Plan.
On Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtor. The Debtor expects to have sufficient cash on hand to make
the payments required on the Effective Date.
A full-text copy of the Plan of Reorganization dated March 11, 2024
is available at https://urlcurt.com/u?l=WxTrhG from
PacerMonitor.com at no charge.
Counsel to the Debtor:
David L. Stevens, Esq.
SCURA WIGFIELD HEYER
STEVENS & CAMMAROTA, LLP
1599 Hamburg Turnpike
P.O. Box 2031
Wayne, NJ 07470
Tel: (973) 696-8391
E-mail: dstevens@scura.com
About Artex Inc.
Artex Inc. is a flooring design and installation company serving
the tri state area of NJ, NY, PA, located at 31 Curie Avenue,
Wallington, New Jersey.
The Debtor filed Chapter 11 petition (Bankr. D.N.J. Case No.
23-21516) on Dec. 12, 2023, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
David L. Stevens of Scura, Wigfield, Heyer & Stevens represents the
Debtor as legal counsel.
ARTISAN MASONRY: Seeks to Hire DeMarco Mitchell as Legal Counsel
----------------------------------------------------------------
Artisan Masonry, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ DeMarco Mitchell, PLLC
as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Artisan Masonry
Artisan Masonry, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-42275) on Nov. 30, 2023. The petition was signed by Robert Gladu
as president. At the time of filing, the Debtor estimated up to
$50,000 in assets and up to $10 million in liabilities.
Judge Brenda T. Rhoades oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
ASHFORD HOSPITALITY: Reports $180.73 Million Net Loss in 2023
-------------------------------------------------------------
Ashford Hospitality Trust, Inc. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $180.73 million on $1.37 billion of total revenue for the
year ended Dec. 31, 2023, compared to a net loss of $141.06 million
on $1.24 billion of total revenue for the year ended Dec. 31,
2022.
As of Dec. 31, 2023, the Company had $3.46 billion in total assets,
$3.69 billion in total liabilities, $22.01 million in redeemable
noncontrolling interests in operating partnership, $79.98 million
in Series J Redeemable Preferred Stock, $0.01 par value (3,475,318
shares issued and outstanding at December 31, 2023), $4.78 million
in Series K Redeemable Preferred Stock, $0.01 par value (194,193
shares issued and outstanding at December 31, 2023), and $331.04
million in total deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/nhfbscsy
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry. As of September 30, 2023, the Trust had $3.7
billion in total assets against $3.9 billion in total liabilities.
* * *
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
ASTER HARDWOODs: Seeks Cash Collateral Access
---------------------------------------------
Aster Hardwoods, LLC asks the U.S. Bankruptcy Court for the
Northern District of West Virginia for authority to use cash
collateral and provide adequate protection.
The Debtor proposes to use cash collateral to fund general business
needs, including the payment of its payroll, taxes, operating
costs, and to pay fees and expenses related to the Chapter 11 case,
including the fees of professionals.
The Debtor has experienced financial hardship primarily due to a
hyperconcentration of its work. The bulk of the work of the Debtor
was with one customer, Trumbull Corporation, but the two entities
are now in a dispute over a previous job in which Trumbull
Corporation withheld the final payment of over $400,000. This has
resulted in litigation between the parties in the Southern District
of Ohio. Due to this major loss of anticipated income, as well as
the loss of Trumbull Corporation as a customer, the cashflow of the
Debtor was substantially impacted. However, Debtor has been able to
pivot and expand its operations, with multiple projects currently
underway and is diligently seeking additional work. The Debtor is
seeking to restructure through the filing of this chapter 11
proceeding and intends to submit a plan of reorganization.
Based on the Debtor's books and records, and a review of the online
public records maintained by the Ohio Secretary of State, the
Debtor contends that the following parties have or may claim to
have security interests in the Debtor's cash collateral: Wesbanco
Bank; U.S. Small Business Association; EBF Holdings; and the
Internal Revenue Service.
On November 19, 2019, the Debtor entered into two promissory notes
with Wesbanco, in the amounts of $2.8 million and $350,000. These
notes were secured by UCC filings attaching all business assets of
the Debtor. There is approximately $1.4 million owed between the
two loans.
On June 20, 2020, the Debtor obtained a loan from the SBA which was
secured by a UCC filed on June 20, 2020. There is approximately
$159,063 owed on the loan.
On February 27, 2023, the Debtor entered into a revenue-based
financing agreement with EBF for a net amount of $70,000. The
current estimated balance is $35,331. This was secured by a UCC
filing attaching the future receipts of the Debtor.
The Internal Revenue Service has three filed statutory liens for
unpaid 941 taxes for tax years 2022 and 2023.
The Debtor believes that all Secured Creditors listed above are
fully secured by a mixture of the Debtor's accounts receivable,
plus the current work in progress, with an estimated gross value of
$1.610 million, which constitute "cash collateral" under 11 U.S.C.
section 363, plus the existing assets of the Debtor.
The Secured Creditors are adequately protected because their liens
will be regranted in and to the post-petition assets to the extent
of the validity and priority of their prepetition liens, if any,
and the value of the Debtor's cash collateral will be maintained at
current levels, if not enhanced, by the continued operation of the
Debtor.
A copy of the motion is available at https://urlcurt.com/u?l=Fo6D8m
from PacerMonitor.com.
About Aster Hardwoods, LLC
Aster Hardwoods, LLC is a land clearing company founded in 2012.
The Company can also do road building, demolition, and asbestos
abatement.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. W.V. Case No. 24-00118) on March 13,
2024. In the petition signed by Michael Winland, president/owner,
the Debtor disclosed $6,832,418 in total assets and $4,039,300 in
total liabilities.
Kelly Gene Kotur, Esq., at Davis & Kotur Law Office Co. LPA,
represents the Debtor as legal counsel.
AVINGER INC: Zylox Tonbridge, Jonathon Zhong Hold 19.9% Stake
-------------------------------------------------------------
Zylox Tonbridge Medical Technology Co. Ltd., and Jonathon Zhong
Zhao disclosed in a Schedule 13D Report filed with the U.S.
Securities and Exchange Commission that as of March 5, 2024, they
beneficially owned 422,216 shares of Avinger Inc.'s common stock
representing 19.9% of the shares outstanding.
The Shares of Common Stock Zylox Tonbridge owns include 75,327
shares of Common Stock issued and 346,889 shares issuable upon the
conversion from 1,271 shares of Series F Preferred Stock. The total
number of Series F Preferred Stock issued is 7,224 shares, however,
cannot be converted into Common Stock if the holder would
beneficially own in excess of 19.9% of voting power, unless
approved by the Issuer stockholders.
The Shares of Common Stock Jonathon Zhong Zhao owns also include
75,327 shares of Common Stock issued and 346,889 shares issuable
upon the conversion from 1,271 shares of Series F Preferred Stock.
The total number of Series F Preferred Stock issued is 7,224 shares
which is initially convertible into 1,971,616 shares of Common
Stock, however, cannot be converted into Common Stock if the holder
would beneficially own in excess of 19.99 percent of the Issuer
voting power, unless approved by the Issuer stockholders.
A full-text copy of the Report is available at
https://tinyurl.com/4tdb2s5r
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
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, according to the Company's Quarterly Report
for the period ended Sept. 30, 2023.
AVISON YOUNG: Moody's Hikes CFR to B3 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings upgraded Avison Young (Canada) Inc.'s corporate
family rating to B3 from Caa2 and probability of default rating to
B3-PD/LD from Caa2-PD. The Caa1 rating on the pre-transaction
senior secured ABL revolving credit facility has been reviewed in
the rating committee and remains unchanged. Moody's downgraded the
pre-transaction senior secured first lien term loan's rating to Ca
from Caa2. Both of these ratings will be withdrawn given the
instruments have been repaid or exchanged. Concurrently, Moody's
assigned the following ratings to the new senior secured first lien
facilities issued as part of the restructuring transaction: Ba3 to
the USD55 million (CAD73 million) new money (first-out) term loan
due 2028, a B3 to the USD135.5 million (CAD182.5 million)
second-out term loan and a Caa1 to the USD61.5 million (CAD82.5
million) third-out term loan both due 2029. The outlook was changed
to stable from negative.
The rating action follows Avison Young's recent debt restructuring
which saw the company reduce its debt by almost 50% through a debt
exchange. The debt restructuring and its impact on the company's
future financial strategy are key drivers of the action. The
transaction amounts to a distressed exchange under Moody's
definition, as reflected in the limited default "/LD" appended PDR.
The /LD will be removed in approximately three business days.
RATINGS RATIONALE
Avison Young's B3 CFR reflects the company's ongoing high
debt/EBITDA (Moody's adjusted, excluding preferred shares) of
around 9x on a TTM basis at close of the transaction, as well as
the expectation that the difficult commercial real estate ("CRE")
market environment, which led to Avison Young's debt restructuring,
is likely to persist through at least the first half of 2024. The
B3 rating also reflects the company's small scale relative its CRE
services peers and, more broadly, the rated business services
universe.
The B3 CFR also reflects Moody's views that Avison Young's
restructuring resulted in a materially improved balance sheet and,
in 2024, very low interest payments, which alleviate concerns over
the sustainability of its new capital structure over the coming 18
months. While the market is likely to remain subdued, more clarity
on the future path of interest rates will lead to leasing and
transaction volumes improving in the latter half of 2024, resulting
in lower leverage by year end.
The Caa1 rating on the pre-transaction revolving credit facility
remains unchanged as the facility has been fully repaid as part of
the transaction. The downgrade of the pre-transaction senior
secured term loans' rating to Ca reflects the material loss
incurred by the instrument as part of the debt restructuring
transaction.
Avison Young's restructuring was precipitated by the decline in CRE
transaction activity, which resulted in plummeting revenues in the
company's leasing brokerage, sales brokerage and capital markets
segments. Transaction-based revenues are lumpy and prone to
cyclicality in line with CRE activity cycles. Although the company
has focused on growing less cyclical segments in the past few
years, transaction-based revenue continue to represent around 60%
of total revenue.
This high exposure to the CRE cycle, as well as its small scale,
contributed to Avison Young's decline, which started in the second
half of 2022 as interest rate hikes, rising inflation and
macro-economic concerns led to a slow-down in real estate
transactions. The subdued activity persisted through 2023 and led
to leverage (Moody's adjusted, excluding preferred shares)
increasing to close to 20x, on an LTM basis, by Q3 2023.
The stable outlook reflects Moody's assessment that the current
restructuring has resulted in Avison Young regaining a sustainable
capital structure, which should allow the company to weather a slow
recovery in CRE transactions in 2024 before a potential improvement
in momentum from 2025 onward.
Following the restructuring, Avison Young will retain adequate
liquidity for the coming six quarters, supported by $20 million of
cash on balance sheet post-closing, and a newly signed ABL facility
of $85 million, around half of which is expected to be drawn at
closing. Moody's expects the company to generate positive free cash
flow in 2024, as the interest on the new second and third out
facilities is paid in kind (PIK). From 2025, the interest on those
facilities reverts to part-cash, part-PIK payments, as long as
liquidity remains above $75 million. The ABL facility contains one
minimum EBITDA covenant, to be tested if utilization exceeds 45%
for the first six months after closing, or 55% after that –
Moody's expects headroom to remain large under this covenant.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the company's small scale and highly cyclical business, a
ratings upgrade would be predicated on the company's increase in
scale and greater diversification away from transaction-based
activities. In addition, ratings could be upgraded should leverage
decline materially below 5x on a sustainable basis, and liquidity
improve with RCF/Net Debt above 10%.
The ratings could be downgraded should Avison Young's liquidity
deteriorate, or should the company's leverage remain materially
above 6x on a sustained basis by year end 2024.
Avison Young (Canada) Inc. is the largest principal-owned and led
commercial real estate services firm in the world, with
approximately 5,000 real estate professionals in 100+ offices
across 17 countries offering a full range of asset-level,
investment, data and technology services to occupiers, owners,
investors and the public sector in office, retail, industrial,
multi-family, hospitality and other types of commercial real
estate. Avison Young is headquartered in Toronto, Canada, and has
100+ offices including affiliates in North America, Europe, Asia,
the Middle East and Africa.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
B&E TRANSPORT: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
------------------------------------------------------------------
B&E Transport LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ DeMarco Mitchell, PLLC as
substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About B&E Transport
B&E Transport LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 23-20167) on August 24, 2023, disclosing under
$1 million in both assets and liabilities.
Judge Robert L. Jones oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
BACKBEAT BREWING: Court OKs Cash Collateral Access Thru March 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Backbeat Brewing Co. LLC to use cash collateral, on an
interim basis through March 29, 2024.
The Debtor is directed to use the funds for the expenses set forth
in the budget submitted on March 8, 2024, with a 10% variance.
Web Bank of 215 South Slate Street, Suite 1000, Salt Lake City, UT
84111 dba Toast is the holder of a lien on the Debtor's cash
collateral by virtue of a UCC-1 filing with the Massachusetts
Secretary of State #202102191 BOO on July 19, 2023. The Debtor
believes the current balance on the Note is $40,237.
As adequate protection, the Lender is granted a replacement lien on
the same types of post-petition properly of the estate against
which the lienholder held the lien as of December 18, 2023, the
Chapter 11 petition date. Said replacement lien will maintain the
same priority, validity and enforceability as the lien holder's
pre-petition lien. Said replacement lien will be recognized only to
the extent of the diminution in value of the lien holder's
pre-petition collateral after the petition date resulting from the
Debtor's use of cash collateral during the pendency of the case.
A further hearing on the matter is set for March 28 at 2:45 p.m.
A copy of the order is available at https://urlcurt.com/u?l=0YwCGt
from PacerMonitor.com.
About Backbeat Brewing Co.
Backbeat Brewing Co., LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-12113) on
December 18, 2023, with up to $50,000 in both assets and
liabilities.
Judge Janet E. Bostwick oversees the case.
John F. Sommerstein, Esq., at the Law Offices of John F.
Sommerstein represents the Debtor as bankruptcy counsel.
BARNES & NOBLE: Reports Net Loss of $9.64 Million in Third Quarter
------------------------------------------------------------------
Barnes & Noble Education, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $9.64 million for the 13 weeks ended January 27, 2024,
compared to a net loss of $25.05 million for the 13 weeks ended
January 28, 2023.
For the 39 weeks ended January 27, 2024, the Company reported a net
loss of $35.85 million compared to a net loss of $55.61 million for
the 39 weeks ended January 28, 2023.
As of January 27, 2024, the Company had $1.15 billion in total
assets, $1.05 billion in total liabilities, and $97.1 million in
total stockholders' equity.
According to the Company, its losses and projected cash needs,
combined with its current liquidity levels and the maturity of its
Credit Facility, which becomes due on December 28, 2024, raise
substantial doubt about its ability to continue as a going
concern.
The Company's ability to continue as a going concern is contingent
upon the successful execution of management's plan to improve the
Company's liquidity, including (1) raising additional liquidity and
(2) continuing to take additional operational restructuring actions
to achieve the required levels of liquidity to support the
operations of the business.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/ywhyu7xp
About Barnes & Noble Education
Basking Ridge, New Jersey-based Barnes & Noble Education, Inc.
("BNED") is one of the largest contract operators of physical and
virtual bookstores for college and university campuses and K-12
institutions across the United States. It is one of the largest
textbook wholesalers, inventory management hardware and software
providers that operates 1,289 physical, virtual, and custom
bookstores and serve more than 5.8 million students, delivering
essential educational content, tools and general merchandise within
a dynamic omnichannel retail environment.
BELLAH SERVICES: Seeks to Hire DeMarco Mitchell as Legal Counsel
----------------------------------------------------------------
Bellah Services, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ DeMarco Mitchell, PLLC
as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Bellah Services
Bellah Services, Inc. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40284) on Jan
26, 2024. In the petition signed by Isaiah Bellah, president, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Edward L. Morris oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
BERKELEY HEIGHTS: Seeks to Hire Herbert Ryder as Bankruptcy Counsel
-------------------------------------------------------------------
Berkeley Heights Dental Specialists, LLC seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to employ Law
Offices of Herbert K. Ryder, LLC as its bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor as to its duties under the Bankruptcy
Code;
(b) represent the Debtor at the Section 341(a) hearing and any
meetings between it and creditors or creditors' committees;
(c) assist the Debtor in obtaining the authorization of the
Bankruptcy Court to retain such accountants, appraisers, or other
professionals whose services the applicant may require in
connection with the operation of its business or the administration
of the Chapter 11 proceedings;
(d) defend any motions made by secured creditors to enable the
Debtor to retain the use of assets needed for an effective
reorganization;
(e) negotiate with priority, secured, and unsecured creditors
to achieve a consensual resolution of their respective claims and
the incorporation of such resolution into a plan of
reorganization;
(f) file and prosecute of motions to expunge or reduce claims
which the Debtor disputes;
(g) represent of the Debtor in the Bankruptcy Court at such
hearings as may require its presence or participation to protect
its interest and the bankruptcy estate;
(h) formulate, negotiate, prepare, and file a disclosure
statement and plan of reorganization (or liquidation) that conforms
to the requirements of the Bankruptcy Code and applicable rules of
procedure;
(i) represent the Debtor at hearings on the approval of the
disclosure statement and confirmation of a plan of reorganization
and respond to any objections to same filed by creditors or other
parties in interest;
(j) assist the Debtor in discharging its obligations in
consummating any plan of reorganization that is confirmed;
(k) advise the Debtor whether and to what extent any of its
assets constitute cash collateral under the Bankruptcy Code and
prosecute applications for authorization to use any such assets;
and
(l) provide such other varied legal advice and services as may
be needed by the Debtor in the operation of its business or
connection with the Chapter 11 proceedings.
Herbert Ryder, Esq., will be paid at his hourly rate of $300.
Mr. Ryder disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Herbert K. Ryder, Esq.
Law Offices of Herbert K. Ryder, LLC
531 U.S. Highway 22 East, Suite 182
Whitehouse Station, NJ 08889
Telephone: (908) 838-0543
Facsimile: (908) 838-0544
About Berkeley Heights Dental Specialists
Berkeley Heights Dental Specialists LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 24-11298) on Feb. 11, 2024. In the petition signed
by Avijit Goel, managing member of owner, Advanced Dental
Specialists LLC, the Debtor disclosed under $1 million in both
assets and liabilities.
The Law Offices of Herbert K. Ryder, LLC represents the Debtor as
counsel.
BOWFLEX INC: 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 BowFlex Inc. and BowFlex New Jersey, LLC.
The committee members are:
1. Zhejiang Arcana Power Sports Tech. CO., LTD.
Nr.618 Xinxing Avenue
Zonghan, Emerging
Industrial Area
Cixi, Zhejiang, China
Yingchang Wu, Chairman & CEO
c/o Brian Mitteldorf, U.S. Agent
4340 Fulton Ave., Third Floor
Sherman Oaks, CA 91423
Tel: (818) 523-6660
Email: blm@cabcollects.com
2. Cerence Operating Company
25 Mall Road, Suite 416
Burlington, MA 01803
Attn: Anup Shah, General Counsel
Tel: (857) 221-5328
Email: anup.shah@cerence.com
3. Core Health and Fitness, LLC
17800 SE Mill Plain Blvd., Suite 190
Vancouver, WA 98683
Attn: Jason Leone
Tel: (360) 600-9776
Email: jleone@corehandf.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 Bowflex Inc.
BowFlex, Inc., together with its affiliates, is an international
developer, distributor, and manufacturer of health and fitness
products sold under several marquee fitness brands across
international markets. The company is headquartered in Vancouver,
Wash.
BowFlex and BowFlex New Jersey, LLC concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Lead Case No. 24-12364) on March 4, 2024. Jim Barr,
chief executive officer, signed the petitions.
At the time of the filing, BowFlex reported $50 million to $100
million in both assets and liabilities while BowFlex New Jersey
reported as much as $50,000 in both assets and liabilities.
Judge Andrew B Altenburg Jr. presides over the cases.
The Debtors tapped Fox Rothschild, LLP and Sidley Austin, LLP as
bankruptcy counsels, and Epiq Corporate Restructuring, LLC as
claims agent.
BRAVO MULTINATIONAL: Inks LOI With Pythia for Joint Venture
-----------------------------------------------------------
Bravo Multinational, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on March 11, 2024, it
entered into a legally binding letter of intent with Pythia
Journeys, LLC, a Puerto Rico limited liability company.
Under the terms of the Agreement, BRVO will form a subsidiary
company, by the name of Bravo Acquisition Corp. ("BAC") The purpose
of BAC is to combine technology and assets from Journeys and BRVO
to provide BAC's customers with a platform for streaming live and
on-demand video and other media. As part of the transaction,
Journeys will contribute a license to its storytelling technology,
NFT's related to BRVO's streaming content, and exclusive content
relating to the storytelling business. BRVO will contribute a
license and service for the technology used in its business, a
license and access to the streaming live and on-demand content it
has the right to, and services in the form of sourcing advertising
commitments. It is agreed that the parties will work together to
secure up to $75,000,000 in financing for BAC. Journeys will
receive 49% of the equity ownership of BAC and BRVO will receive
51% of the equity ownership of BAC. Profits of BAC will be shared
equally. In addition, BRVO will issue a note to Journeys for
$1,400,000, which is convertible into shares of BRVO common stock,
based on the closing price of such stock on Jan. 4, 2024.
About Bravo Multinational
Based in Ontario, Canada, Bravo Multinational Incorporated --
http://www.bravomultinational.com-- is currently engaged in the
business of leasing and selling gaming equipment. The Company,
however, ceased operations in Nicaragua in 2017 due to political
and economic instabilities. The Company is planning to operate its
business in the US and other more stable democracies in Latin
America.
Bravo Multinational reported a net loss of $528,058 for the year
ended Dec. 31, 2022, compared to a net loss of $420,126 for the
year ended Dec. 31, 2021.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 6, 2023, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
Bravo Multinational said in its Quarterly Report for the period
ended Sept. 30, 2023, that the Company has reported recurring
losses from operations and has net current liabilities and an
accumulated deficit. These conditions raise substantial doubt as
to the Company's ability to continue as a going concern.
While the Company is attempting to continue operations and generate
revenues, the Company's cash position may not be significant enough
to support the Company's daily operations. Management intends to
raise additional funds by way of a public or private offering.
Management believes that the actions presently being taken to
further implement the Company's business plan and generate revenues
provide the opportunity for the Company to continue as a going
concern. While the Company believes in the viability of its
strategy to generate revenues and in its ability to raise
additional funds, there can be no assurances to that effect. The
ability of the Company to continue as a going concern is dependent
upon the Company's ability to further implement its business plan
and generate revenues. During the nine months ended September 30,
2023 due to lack of revenues the officers of the Company paid for
all expenses through loans to the Company. This allowed the
Company to continue as a going concern.
BROADRIPPLE BISTRO: Judy Wolf Weiker Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of
Manewitz Weiker Associates, LLC as Subchapter V trustee Broadripple
Bistro, LLC.
Ms. Weiker will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Weiker declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Judy Wolf Weiker
Manewitz Weiker Associates, LLC
P.O. Box 40185
Indianapolis, IN 46240
Phone: 973-768-2735
Email: JWWtrustee@manewitzweiker.com
About Broadripple Bistro
Broadripple Bistro, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-01040) on March
7, 2024, with $100,001 to $500,000 in both assets and liabilities.
Judge Robyn L. Moberly presides over the case.
BURGESS BIOPOWER: Court OKs $54MM DIP Loan from UMB Bank
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Burgess Biopower, LLC and affiliate Berlin Station, LLC to use cash
collateral and obtain postpetition financing, on a final basis.
The Debtors are permitted to receive senior secured postpetition
financing on a superpriority basis consisting of a senior secured
superpriority debtor-in-possession priming credit facility in the
aggregate principal amount of up to $54 million consisting of:
(a) a new money delayed-draw term loan facility in the
aggregate principal amount of up to $18 million including (i) up to
$4.4 million available to the Borrower on an interim basis and (ii)
up to $18 million, on a final basis; and
(b) roll-up loans to refinance on a pro rata basis across the
holdings of the Prepetition Obligations of the Prepetition
Noteholders who choose to participate in the DIP Facility as
lenders, (x) upon entry of the Interim DIP Order, on a 2:1 ratio
times the principal amount of the committed Interim DIP Term Loans
and (y) upon entry of a final order, on a 2:1 ratio times the
committed principal amount of the Final DIP Term Loans on a final
basis, pursuant to the Senior Secured Superpriority
Debtor-In-Possession Credit Agreement with UMB Bank, National
Association serve as Administrative Agent and Collateral Agent.
Berlin is the borrower under the DIP Facility.
The DIP Facility is due and payable on the earliest of:
(a) 180 Days after Closing Date;
(b) the earlier of the date (i) any Loan Party enters into (or
files a motion with the Bankruptcy Court or otherwise supports
another Person taking action to pursue the Bankruptcy Court for
approval of) a purchase agreement relative to any assets or Equity
Interests of a Loan Party, unless such purchase agreement is
entered into in connection with the Auction conducted pursuant to
the Bidding Procedures Order or expressly consented to in writing
by all Lenders, and (ii) any Loan Party files a motion or otherwise
supports another person taking action to pursue the Bankruptcy
Court for approval of a sale relative to any assets or Equity
Interests of a Loan Party (other than an Auction conducted pursuant
to the Bidding Procedures Order) unless expressly consented to in
writing by all Lenders;
(c) the consummation of a sale of all or substantially all of
the assets of any of the Loan Parties or any Equity Interests of a
Loan Party pursuant to 11 U.S.C. section 363;
(d) the effective date of a Plan of Reorganization or plan of
liquidation in the Cases; or
(e) the date of filing or support by any Loan Party of a Plan
of Reorganization that (i) does not provide for indefeasible
payment in full in cash of all Obligations in connection with the
Facility and all outstanding obligations in connection with the
Prepetition Senior Secured Note Documents or (ii) is not otherwise
acceptable to all Lenders in their sole discretion.
Each Loan under the Facility will bear interest on the outstanding
principal amount thereof from the applicable Borrowing date at a
rate per annum equal to 12%.
The Debtors are required to comply with these milestones:
1. The Loan Parties must commence the Chapter 11 Cases in the
Bankruptcy Court no later than February 9, 2024;
2. The Loan Parties must commence the Marketing Process no
later than the day after the first-day hearing in the Chapter 11
Cases;
3. The Loan Parties must provide the Consenting Lenders with
all due diligence information requested by the Consenting Lenders
and/or by the Lender Group Advisors as of the Agreement Effective
Date within 10 Business Days of the Agreement Effective Date;
4. On the Petition Date, the Loan Parties must file: (i) the
First Day Pleadings, and (ii) the DIP Motion;
5. The Loan Parties must file the Bidding Procedures Motion no
later than four calendar days after the Petition Date;
6. The Loan Parties must have obtained entry of orders from
the Bankruptcy Court granting interim relief on the First Day
Pleadings, including an interim order granting LMP Relief, and the
Interim DIP Order, no later than three Business Days after the
Petition Date;
7. The Loan Parties must file the Disclosure Statement Motion,
together with the proposed Plan, Disclosure Statement, Disclosure
Statement Order, no later than 14 calendar days after the Petition
Date;
8. The Loan Parties must have delivered to the Consenting
Lenders a Phase I Environmental Assessment by TRC Environmental
Corp. and a detailed engineering and technical report by Black &
Veatch Management Consulting (and which reports in greater detail
than the annual engineering reports routinely performed by the
Debtors), in each case in form and substance acceptable to the
Consenting Lenders in their sole discretion, no later than 10
calendar days after the Petition Date;
9. No later than 28 calendar days after the Petition Date, the
Loan Parties must have obtained entry by the Bankruptcy Court of:
(i) the Bidding Procedures Order, (ii) orders, each in form and
substance acceptable to the Consenting Lenders, granting final
relief on the First Day Pleadings, including an order granting LMP
Relief on a final basis, (iii) the Final DIP Order; and (iv) an
order, in form and substance acceptable to the Consenting Lenders,
setting a general claims bar date that is no more than 60 calendar
days after the Petition Date and a governmental claims bar date
that is no more than 180 calendar days after the Petition Date;
10. The Loan Parties must have obtained entry by the Bankruptcy
Court of the Disclosure Statement Order, in form and substance
acceptable to the Consenting Lenders, no later than 50 calendar
days after the Petition Date;
11. The Loan Parties must have commenced Solicitation no later
than two Business Days after entry of the Disclosure Statement
Order;
12. The auction for the Sale Transaction must occur (if
triggered under the Plan) no later than 82 calendar days after the
Petition Date; provided, that the auction can be cancelled at any
time by the Consenting Lenders in accordance with the RSA and the
Plan;
13. The confirmation hearing for the Plan, including to
consider approval of the Sale Transaction (if triggered under the
Plan), must occur no later than 90 calendar days after the Petition
Date;
14. The Loan Parties must have obtained entry by the Bankruptcy
Court of the Confirmation Order, including approving the
Stand-Alone Restructuring Scenario or the Sale Transaction (if
triggered under the Plan), no later than 92 calendar days after the
Petition Date;
15. The Plan Effective Date (i) under a Stand-Alone
Restructuring Scenario will occur no later than 120 calendar days
after the Petition Date, provided, however, that if, at the end of
such period, the occurrence of the Plan Effective Date is dependent
upon receipt of the necessary approval from FERC under Federal
Power Act Section 203 for the Consenting Lenders to own the Berlin
Facility, the Consenting Lenders may, in their sole discretion,
extend such deadline and (ii) under a Sale Transaction, if
triggered under the Plan, must occur no later than 160 calendar
days after the Petition Date;
16. The Loan Parties must have filed any and all applications,
notifications and other documents that are necessary or required in
connection with obtaining the applicable approvals of from FERC,
PUC, ISO New England, Inc., New Hampshire Department of
Environmental Services, New Hampshire Department of Energy and New
Hampshire Site Evaluation Committee and as otherwise may be
required under applicable Law (x) in support of a Restructuring in
the Stand-Alone Restructuring Scenario, no later than three
calendar days after the filing of the Disclosure Statement and
Plan, and (y) if applicable, in support of a Restructuring in the
Sale Scenario, seven calendar days after a purchaser is declared a
successful bidder (or back-up bidder) pursuant to the Bidding
Procedures, in each case, unless such application or notification
is required to be filed on an earlier date under applicable Law.
As of the Petition Date, the Debtors' prepetition capital structure
includes approximately $143.4 million in outstanding funded debt.
Pursuant to (a) the Note Purchase Agreement dated as of September
2, 2011, by and among the Borrower and the various financial
institutions, as purchasers and (b) Collateral Agency,
Subordination, and Intercreditor Agreement, dated as of September
2, 2011, as amended by the Amended and Restated Collateral Agency,
Subordination and Intercreditor Agreement, dated as of October 25,
2012, by and among the Borrower, the Prepetition Noteholders,
Deutsche Bank Trust Company Americas, in its capacity as collateral
agent for the Prepetition Noteholders and the Subordinated Lenders
and as Depositary under or in connection with the Prepetition
Senior Secured NPA, the Prepetition Secured Parties provided for
the issuance by Berlin of the Prepetition Senior Notes and other
financial accommodations to the Prepetition Secured Parties.
The Prepetition Financing provided Berlin with, among other things,
up to $200 million in aggregate principal amount of Notes comprised
of (a) 7% Series A Senior Secured Fixed Rate Notes in the initial
aggregate principal amount of $57 million; (b) 7.50% Series B
Senior Secured Fixed Rate Notes in the initial aggregate principal
amount of $93 million; and (c) Senior Secured Floating Rate Notes
in the aggregate principal amount of $50 million. As of the
Petition Date, the aggregate principal amount outstanding on the
Prepetition Financing was not less than approximately $115
million.
As adequate protection for the use of cash collateral, the
Prepetition Agent, for itself and for the benefit of the
Prepetition Secured Parties, is granted continuing, valid, binding,
enforceable, and perfected postpetition security interests in and
liens on the DIP Collateral.
The Adequate Protection Liens will be subject to the Carve Out and
otherwise will be immediately junior only to: (i) the DIP Liens and
(ii) Permitted Prior Liens. The Adequate Protection Liens will be
senior to all other security interests in, liens on, or claims
against any of the DIP Collateral.
As further adequate protection of the interests of the Prepetition
Secured Parties in the Prepetition Collateral to the extent of any
Diminution in Value of such interests in the Prepetition
Collateral, the Debtors will grant to the Prepetition Agent, on
behalf of itself and the Prepetition Secured Parties, as and to the
extent provided by 11 U.S.C. section 507(b), an allowed
superpriority administrative expense claim in the Chapter 11 Cases
and any successor cases.
A copy of the order is available at https://urlcurt.com/u?l=wMuFY5
from PacerMonitor.com.
About Burgess BioPower
The Debtors comprise renewable energy power companies that own and
operate a 75-megawatt biomass-fueled power plant located on an
approximately 62-acre site in Berlin, New Hampshire. Berlin
Station owns the Facility and the Facility Site, and Burgess
BioPower leases the Facility pursuant to a long-term lease. Burgess
BioPower also holds the necessary regulatory licenses for the
operation of the Facility.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February
9, 2024, with $10 million to $50 million in assets and $100 million
to $500 million in liabilities. Dean Vomero, chief restructuring
officer, signed the petitions.
Judge Laurie Selber Silverstein oversees the case.
The Debtors tapped GIBBONS P.C. as Delaware counsel; FOLEY HOAG LLP
as general bankruptcy counsel; and SSG CAPITAL ADVISORS, L.P. as
investment banker.
BURGESS BIOPOWER: Hires Applied Business Strategy to Provide CRO
----------------------------------------------------------------
Burgess BioPower, LLC and Berlin Station, LLC seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Applied Business Strategy, LLC to provide a chief restructuring
officer (CRO) and to designate Dean Vomero, its founding member and
managing director, as CRO.
The firm will render these services:
(a) assist in preparation of short-term liquidity projections,
including 13-week cash flows;
(b) assist or lead in negotiations with secured creditors,
customers, suppliers, or other creditors;
(c) assist in formulation of Chapter 11 plan, and if needed,
assist with section 363 process, including coordination with the
Debtors' investment bankers;
(d) assist in preparing information and analysis required for
any restructuring; and
(e) prepare and review business plans and detailed liquidity
projections/budget, if needed.
The hourly rates of the firm's professionals are as follows:
Dean Vomero $350
Additional Personnel $300
In addition, the firm will seek reimbursement for all reasonable
out-of-pocket expenses incurred.
Prior to the petition date, the Debtors paid the firm a retainer of
$70,000.
Mr. Vomero disclosed in a court filing that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Dean Vomero
Applied Business Strategy, LLC
1100 Superior Avenue E., Suite 1750
Cleveland, OH 44114
Telephone: (216) 239-1815
About Burgess BioPower
The Debtors comprise renewable energy power companies that own and
operate a 75-megawatt biomass-fueled power plant located on an
approximately 62-acre site in Berlin, New Hampshire. Berlin Station
owns the Facility and the Facility Site, and Burgess BioPower
leases the Facility pursuant to a long-term lease. Burgess BioPower
also holds the necessary regulatory licenses for the operation of
the Facility.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February
9, 2024, with $10 million to $50 million in assets and $100 million
to $500 million in liabilities. Dean Vomero, chief restructuring
officer, signed the petitions.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Gibbons PC as Delaware counsel; Foley Hoag LLP
as general bankruptcy counsel; SSG Advisors, LLC as investment
banker; and Applied Business Strategy, LLC to provide a chief
restructuring officer.
BURGESS BIOPOWER: Seeks to Hire Foley Hoag as Bankruptcy Counsel
----------------------------------------------------------------
Burgess BioPower, LLC and Berlin Station, LLC seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Foley Hoag LLP as their bankruptcy counsel.
Foley Hoag will render these services:
(a) represent the Debtors as Chapter 11 counsel; and
(b) provide all legal services necessary to assist the Debtors
in their reorganization.
The hourly rates of the firm's counsel and staff are as follows:
Partners $750 - $1,755
Of Counsel $910 - $1,205
Associates $585 - $925
Paralegals $265 - $495
The current hourly billing rates for the principal attorneys
anticipated to be working on these Chapter 11 cases are as
follows:
Alison D. Bauer, Bankruptcy/Restructuring $1,245
William F. Gray, Jr., Bankruptcy/Restructuring $1,245
Kenneth S. Leonetti, Bankruptcy/Restructuring $1,205
Corey Brown, Business/Corporate $995
Anne Seymour, Business/Corporate $975
Carol Holahan, Energy/Regulatory $925
Tory Lauterbach, Energy/Regulatory $915
Jonathan Bard, Litigation $905
Yuliya Kozachenko, Business/Corporate $870
Jiun-Wen Bob Teoh, Bankruptcy/Restructuring $870
Sarah Moore, Business/Corporate $745
Christian A. Garcia, Litigation/Bankruptcy $870
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, Foley Hoag received payments and a
retainer from the Debtors totaling $3,613,058.95.
Kenneth Leonetti, Esq., a partner at Foley Hoag, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kenneth S. Leonetti, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Telephone: (617) 832-1000
Facsimile: (617) 832-7000
Email: kleonetti@foleyhoag.com
About Burgess BioPower
The Debtors comprise renewable energy power companies that own and
operate a 75-megawatt biomass-fueled power plant located on an
approximately 62-acre site in Berlin, New Hampshire. Berlin Station
owns the Facility and the Facility Site, and Burgess BioPower
leases the Facility pursuant to a long-term lease. Burgess BioPower
also holds the necessary regulatory licenses for the operation of
the Facility.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February
9, 2024, with $10 million to $50 million in assets and $100 million
to $500 million in liabilities. Dean Vomero, chief restructuring
officer, signed the petitions.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Gibbons PC as Delaware counsel; Foley Hoag LLP
as general bankruptcy counsel; SSG Advisors, LLC as investment
banker; and Applied Business Strategy, LLC to provide a chief
restructuring officer.
BURGESS BIOPOWER: Seeks to Hire Gibbons PC as Delaware Counsel
--------------------------------------------------------------
Burgess BioPower, LLC and Berlin Station, LLC seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Gibbons PC as their local counsel.
Gibbons will render these services:
(a) advise the Debtors regarding Delaware local rules,
practices, precedents, and procedures and provide substantive and
strategic advice on how to accomplish their goals in connection
with the prosecution of these cases;
(b) advise and assist the Debtors with respect to their
rights, powers, and duties and take all necessary action to protect
and preserve their estates;
(c) prepare pleadings in connection with the Chapter 11
cases;
(d) appear in court and at any meeting with the U.S. Trustee
and any meeting of creditors at any given time on behalf of the
Debtors;
(e) advise the Debtors in connection with their sales of
assets;
(f) advise the Debtors concerning potential assumptions,
assignments and rejections of executory contracts and unexpired
leases;
(g) take any necessary action on behalf of the Debtors to
pursue and obtain approval of a disclosure statement and
confirmation of a Chapter 11 plan;
(h) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(i) perform various services in connection with the
administration of the Chapter 11 cases; and
(j) perform all other legal services assigned by the Debtors
to Gibbons.
The hourly rates of the firm's counsel and staff are as follows:
Robert K. Malone, Director $1200
Brett S. Theisen, Director $750
Chantelle D. McClamb, Director $750
Katharina Earle, Director $750
David N. Crapo, Counsel $840
Christopher P. Anton, Counsel $765
Kyle P. McEvilly, Associate $485
Neal Mitchell, Paralegal $350
Fritz Sammy, Case Manager $350
In addition, the firm will seek reimbursement for expenses
incurred.
Gibbons received retainer payments of $50,000 and $125,000 on
November 15, 2023 and November 30, 2024, respectively.
Mr. Malone also provided the following in response to the request
for additional information set forth in Section D of the Revised
U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: Gibbons did not agree to any variation from, or
alternative to, its standard or customary billing arrangements for
matters of this nature, except that it will not bill travel time
between its offices and its office in Delaware where these cases
are pending.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: None of Gibbons' professionals included in this
engagement have varied their rate based on the geographic location
of the Chapter 11 cases.
Question: If you represented the client in the twelve months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the twelve months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: Gibbons represented the Debtors in the twelve months
prior to the petition date. The billing rates and material
financial terms in connection with such representation have not
changed pre- or post-petition, other than due to annual or
customary firm-wide adjustments to Gibbons' hourly rates in the
ordinary course of the firm's business, which took place effective
on January 1, 2024.
Question: Has your client approved your respective budget and
staffing plan, and if so, for what budget period?
Answer: The Debtors and Gibbons, along with other professionals,
intend to develop a prospective budget and staffing plan in a
reasonable effort to comply with the U.S. Trustee's request for
information and additional disclosures. Consistent with the Trustee
Guidelines, the budget may be amended as necessary to reflect
changed circumstances or unanticipated developments.
Mr. Malone disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Robert K. Malone, Esq.
Gibbons PC
One Gateway Center
Newark, NJ 07102
Telephone: (973) 596-4500
Email: rmalone@gibbonslaw.com
About Burgess BioPower
The Debtors comprise renewable energy power companies that own and
operate a 75-megawatt biomass-fueled power plant located on an
approximately 62-acre site in Berlin, New Hampshire. Berlin Station
owns the Facility and the Facility Site, and Burgess BioPower
leases the Facility pursuant to a long-term lease. Burgess BioPower
also holds the necessary regulatory licenses for the operation of
the Facility.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February
9, 2024, with $10 million to $50 million in assets and $100 million
to $500 million in liabilities. Dean Vomero, chief restructuring
officer, signed the petitions.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Gibbons PC as Delaware counsel; Foley Hoag LLP
as general bankruptcy counsel; SSG Advisors, LLC as investment
banker; and Applied Business Strategy, LLC to provide a chief
restructuring officer.
BURGESS BIOPOWER: Seeks to Tap SSG Advisors as Investment Bankers
-----------------------------------------------------------------
Burgess BioPower, LLC and Berlin Station, LLC seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
SSG Advisors, LLC as investment banker.
SSG will provide these services:
(a) advise and assist the Debtors in the negotiation with
various stakeholders, in regard to a possible restructuring of
existing claims and equity;
(b) assist the Debtors, their attorneys, and financial
advisors in evaluation of restructuring options and preparing a
plan of reorganization as well as a disclosure statement;
(c) provide financial modeling services, enterprise valuation
services, feasibility analysis, and supporting financial and claims
analysis;
(d) provide reports and expert testimony in support of
valuation and within the areas of SSG's expertise as requested by
the Debtors and their attorneys;
(e) otherwise assist the Debtors, their attorneys, and
financial advisors, as necessary, through confirmation of a plan of
reorganization;
(f) advise the Debtors on, and assist them in the preparation
of, an information memorandum describing them and their management
and financial status for use in discussions with prospective
purchasers and assist in the due diligence process for a potential
sale;
(g) assist the Debtors in developing a list of suitable
potential buyers who will be contacted on a discreet and
confidential basis after approval by the Debtors;
(h) coordinate the execution of confidentiality agreements for
potential buyers wishing to review the information memorandum;
(i) assist the Debtors in coordinating site visits for
interested buyers and work with the management team to develop
appropriate presentation for such visits;
(j) solicit competitive offers from potential buyers;
(k) advise and assist the Debtors in structuring the sale,
negotiating the agreements with potential buyers, and evaluating
any proposals from potential buyers;
(l) market test debtor-in-possession financing and seek
alternative financing;
(m) otherwise assist the Debtors, their attorneys, and
financial advisors, as necessary through closing on a best-efforts
basis.
SSG will be compensated as follows:
(a) an initial fee of $150,000;
(b) a monthly fee of $75,000;
(c) a restructuring fee of $750,000;
(d) a sale fee of (i) $550,000 in the event of a stalking
horse purchaser or in the event of a credit bid by the secured
creditors, or (ii) $850,000, or 3.5 percent of the purchase price
paid in the event of a sale to a third party, or in the event that
a qualified overbid is received topping any stalking horse bid
and/or credit bid; and
(e) reimbursement for all reasonable out-of-pocket expenses.
J. Scott Victor, a managing director at SSG Advisors, disclosed in
a court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
J. Scott Victor
SSG Advisors, LLC
300 Barr Harbor Drive, Suite 420
West Conshohocken, PA 19428
Telephone: (610) 940-1094
Facsimile: (610) 940-4719
Email: jsvictor@ssgca.com
About Burgess BioPower
The Debtors comprise renewable energy power companies that own and
operate a 75-megawatt biomass-fueled power plant located on an
approximately 62-acre site in Berlin, New Hampshire. Berlin Station
owns the Facility and the Facility Site, and Burgess BioPower
leases the Facility pursuant to a long-term lease. Burgess BioPower
also holds the necessary regulatory licenses for the operation of
the Facility.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February
9, 2024, with $10 million to $50 million in assets and $100 million
to $500 million in liabilities. Dean Vomero, chief restructuring
officer, signed the petitions.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Gibbons PC as Delaware counsel; Foley Hoag LLP
as general bankruptcy counsel; SSG Advisors, LLC as investment
banker; and Applied Business Strategy, LLC to provide a chief
restructuring officer.
CAN BROTHERS: Seeks to Hire Victor W. Dahar as Bankruptcy Counsel
-----------------------------------------------------------------
CAN Brothers Construction, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of New Hampshire to employ Victor
W. Dahar, PA, as bankruptcy counsel.
The firm will render these services:
(a) assist with preparation and review of bankruptcy
schedules, statements of financial affairs and other documents
required for filing the Debtor's case pursuant to the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, and this court's
local bankruptcy rules;
(b) represent the Debtor at the meeting of creditors and at
various other hearings in this case;
(c) negotiate with the Debtor's secured creditors regarding
the use of cash collateral;
(d) negotiate with the Debtor's counterparties regarding the
assumption or rejection of executory contracts and leases;
(e) negotiate with the Debtor's creditors and other parties in
interest regarding a plan of reorganization and disclosure
statement;
(f) negotiate with possible buyers of all or substantially all
of the Debtor's real property;
(g) prepare objections to motions for relief and
post-petition/take-out financing issues;
(h) prepare objections to motions and pending issues as they
arise;
(i) represent for turnover, preference actions, and other
avoidance and/or subordination actions;
(j) advise the Debtor regarding issues arising in this Chapter
11 proceeding;
(k) review and analyze claims against the Debtor and the
proper treatment of such claims;
(l) negotiate with the creditor's committee, if any, and
creditors, as necessary; and
(m) perform all other necessary and proper legal services in
connection with the Debtor's Chapter 11 case.
The firm will charge $300 per hour for its legal services.
The firm also received a retainer in the amount of $7,500 including
the filing fee from the Debtor.
Eleanor Wm. Dahar, Esq. an attorney at Victor W. Dahar, disclosed
in a court filing that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eleanor Wm. Dahar, Esq.
Victor W. Dahar, PA
20 Merrimack Street
Manchester, NH 03101
Telephone: (603) 622-6595
Facsimile: (603) 647-8054
Email: vdaharpa@att.net
About CAN Brothers Construction
CAN Brothers Construction, Inc. filed its voluntary petition for
Chapter 11 protection (Bankr. D.N.H. Case No. 24-10115) on Feb. 26,
2024. In the petition signed by Charles W. Therriault, Jr.,
president, the Debtor disclosed under $1 million in both assets and
liabilities.
Judge Bruce A Harwood oversees the case.
Eleanor Wm. Dahar, Esq., at Victor W. Dahar, PA serves as the
Debtor's legal counsel.
CANO HEALTH: April 2, 2024 Claims Filing Deadline Set
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set April
22, 2024, at 5:00 p.m. (Prevailing Eastern Time) as the last date
and time for each person or entity to file proofs of claim against
Cano Health Inc. and its debtor-affiliates.
The Court also set Aug. 2, 2024, at 5:00 p.m. (Prevailing Eastern
Time) as the deadline for all governmental units to file their
claims against the Debtors.
Proofs of Claim must be filed (i) electronically through the
website of the Debtors' claims and noticing agent, KCC, using the
interface available on such website located at
https://www.kccllc.net/CanoHealth under the link entitled "Submit
Electronic Proof of Claim (ePOC)" ("Electronic Filing System") or
(ii) by delivering the original Proof of Claim form by hand, or
mailing the original Proof of Claim form, on or before the
applicable Bar Date as follows, if by mail:
Cano Health, Inc. et al.
Claims Processing Center
c/o Kurtzman Carson Consultants LLC
222 N. Pacific Coast Highway, Suite 300
El Segundo, California 90245
If you have any questions relating to this Notice, please feel free
to contact Kurtzman Carson Consultants LLC ("KCC") at (888)
251-2679 (toll free) or (310) 751-2609 (international) or by e-mail
at https://www.kccllc.net/CanoHealth/Inquiry.
About Cano Health
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the case.
The Debtors tapped RICHARDS, LAYTON & FINGER, P.A. and WEIL,
GOTSHAL & MANGES LLP as legal counsel, HOULIHAN LOKEY, INC. as
investment banker, ALIXPARTNERS, LLP as financial advisor, QUINN
EMANUEL URQUHART & SULLIVAN, LLP as special counsel, and KURTZMAN
CARSON CONSULTANTS LLC as claims agent.
Gibson, Dunn & Crutcher LLP and Pachulski, Stang, Ziehl & Jones LLP
are the counsel to the Ad Hoc First Lien Group ArentFox Schiff LLP
represents Wilmington Savings Fund Society, FSB as DIP Agent, as
legal counsel.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US LLP is the counsel to the Agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. Proskauer
Rose LLP is the counsel to the Agent under the Side-Car Credit
Agreement.
CANO HEALTH: Court Approves Common Stock Transfer Protocols
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final order establishing procedures with respect to transfers in
the beneficial ownership or shares of Class A common stock of Cano
Health Inc.
In certain circumstances, the stock procedures restrict
transactions involving, and require notices of the holdings of an
proposed transactions by, any person group of persons, or entity
that either (i) is substantial stockholder of the common stock or
(ii) as a result of such a transaction, would become a substantial
stockholder of the common stock.
For purposes of the stock procedures, a "substantial stockholder"
is any person or entity that beneficially owns at least 225,509
shares of common stock.
About Cano Health Inc.
Miami-based Cano Health, Inc. and its affiliates are an independent
primary care physician group.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 24-10164) on Feb. 4, 2024. As of Sept. 30, 2023, the Debtors
had total assets of $1,211,931,000 and total debts of
$1,471,032,000.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and Weil,
Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel
Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc.
as investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent
CANO HEALTH: Gets Final OK to Implement NOL Procedures
------------------------------------------------------
Cano Health, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securties and Exchange Commission that in connection with the
commencement of their Chapter 11 Cases, the Debtors filed a number
of motions with the U.S. Bankruptcy Court for the District of
Delaware. Among these was a motion to establish certain procedures
to protect any potential value of the Company's net operating loss
carryforwards and other tax attributes (the "NOLs," and such
motion, the "NOL Motion"). On February 7, 2024, the Bankruptcy
Court entered an order approving the NOL Motion on an interim
basis. On March 5, the Bankruptcy Court entered the Final NOL
Order, approving the NOL Motion.
The Final NOL Order establishes certain procedures (the "Stock
Procedures") with respect to direct and indirect trading and
transfers of shares of the Company's Class A common stock in order
to protect any potential value of the Company's NOLs for use in
connection with the reorganization. As approved, in certain
circumstances, the Stock Procedures restrict transactions
involving, and require notices of the holdings of and proposed
transactions by, any person or group of persons that is or, as a
result of such a transaction, would become, a "Substantial
Stockholder" of the Company's Class A common stock. The Debtors
may, in consultation with the Ad Hoc First Lien Group and the
Official Committee of Unsecured Creditors, waive, in writing, any
and all restrictions, stays, and notification procedures set forth
in the Stock Procedures. For purposes of the Stock Procedures, a
"Substantial Stockholder" is any person or entity (within the
meaning of applicable regulations promulgated by the U.S.
Department of the Treasury, including certain persons making a
coordinated acquisition of stock) that beneficially owns (including
Options to acquire and direct or indirect ownership) at least
225,509 shares of Class A common stock (representing approximately
4.75% of all issued and outstanding shares of the Company's Class A
common stock as of the petition date in the Chapter 11 Cases). For
the avoidance of doubt, by operation of the definition of
beneficial ownership, an owner of an Option to acquire Class A
common stock may be treated as the owner of such Class A common
stock. Any prohibited acquisition or other transfer of Class A
common stock (including directly or indirectly, and Options to
acquire beneficial ownership of Class A common stock) will be null
and void ab initio and may lead to contempt, compensatory damages,
punitive damages, or sanctions being imposed by the Bankruptcy
Court.
In addition to the entry of the Final NOL Order, the Bankruptcy
Court entered a final order approving the previously disclosed $150
million Senior Secured Superpriority Debtor-in-Possession Credit
Agreement (the "DIP Credit Agreement"), including the 15%
participation fee payable under certain circumstances in equity of
the reorganized Debtors to the lenders party thereto.
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and Weil,
Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel
Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc.
as investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
CANO HEALTH: U.S. Trustee Appoints Daniel McMurray as PCO
---------------------------------------------------------
Andrew Vara, the U.S. Trustee for Region 3, appointed Daniel
McMurray as patient care ombudsman for Cano Health, Inc. and
affiliates.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the District of Delaware on March 6.
Section 333 of the Bankruptcy Code provides that the patient care
ombudsman shall:
* monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
* not later than 60 days after the date of appointment, and
not less frequently than at 60-day intervals thereafter, report to
the court after notice to the parties in interest, at a hearing or
in writing, regarding the quality of patient care provided to
patients of the debtor;
* if such ombudsman determines that the quality of patient
care provided to patients of the debtor is declining significantly
or is otherwise being materially compromised, file with the court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination; and
* maintain any information obtained by such ombudsman under
Section 333 of the Bankruptcy Code that relates to patients
(including information relating to patient records) as confidential
information. Such ombudsman may not review confidential patient
records unless the court approves such review in advance and
imposes restrictions on such ombudsman to protect the
confidentiality of such records.
Mr. McMurray disclosed in a court filing that he is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and Weil,
Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel
Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc.
as investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
CANOPY FOODS: Public Auction Set for April 3
--------------------------------------------
An auction for the sale of right, title and interest of Canopy
Foods Inc. is slated for April 3, 2024, at 10:00 a.m., which will
be conducted via Zoom.
In order to access the online web based data room with details of
the virtual public auction to take place via ZOOM, including the
access to the ZOOM site place of sale, first download/print the
confidentiality agreement from Braun International Auction URL
weblink address and thereafter fill in the prospective bidder
company name, name and title of the person signing, date, sign,
scan and return the completed confidentiality agreement to Braun
International.
Only qualified bidders will be given access information to
participate in or view the auction sale via ZOOM. Contact Braun
International at 310-798-3123 x 100.bond LPM7664049.
Further information regarding the auction, including terms of sale,
qualified bidder requirements, description of item to be sold can
be found at Braun International Auction URL weblink address:
https://www.braunco.com/CanopyFoods.
Canopy Foods Inc. -- https://canopyfoods.com/ -- provides
infrastructure, production and expertise to power the next
generation of unforgettable foods and enduring brands.
CAREISMATIC BRANDS: Affiliates Hire Province as Financial Advisor
-----------------------------------------------------------------
CBI Parent, LP and CBI Intermediate, Inc., affiliates of
Careismatic Brands, LLC in these Chapter 11 cases, seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Province, LLC as financial advisor at the sole direction of
the Disinterested Directors of the Transaction Committees.
Province will advise the Debtors' Transaction Committees, at the
sole direction of the respective Disinterested Directors, with
respect to any conflict matters and transactions.
The hourly rates of Province's professionals are as follows:
Managing Directors and Principals $870 - $1,450
Vice Presidents, Directors, and Senior Directors $690 - $950
Analysts, Associates, and Senior Associates $370 - $700
Other/Paraprofessionals $270 - $410
In addition, Province will seek reimbursement for expenses
incurred.
Daniel Moses, a principal at Province, disclosed in a court filing
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Daniel Moses
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Telephone: (702) 685-5555
Email: dmoses@provincefirm.com
About Careismatic Brands
The Santa Monica, Calif.-based Careismatic Brands, LLC is a
designer, marketer, and distributor of medical apparel, footwear,
and accessories. Founded in 1995 in Chatsworth, Calif., Careismatic
has grown from operating a single flagship brand, Cherokee Medical
Uniforms, to a portfolio of seventeen brands. The company offers
value to its stakeholders through its spectrum of medical apparel
and workwear and omnichannel distribution capabilities across the
globe. It has an extensive portfolio of iconic and emerging brands
across the health and wellness platform, including Cherokee
Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar,
Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart,
Silverts Adaptive Apparel, and BALA Footwear.
Careismatic Brands and its affiliates filed Chapter 11 petitions
(Bankr. D.N.J. Lead Case No. 24-10561) on Jan. 22, 2024, with $1
billion to $10 billion in both assets and liabilities. Kent Percy,
chief restructuring officer, signed the petition.
Judge Vincent F. Papalia oversees the cases.
Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP
represent the Debtors as general bankruptcy counsel; Cole Schotz,
P.C. as local bankruptcy counsel; AP Services, LLC as financial
advisor; PJT Partners, LP as investment banker; and C Street
Advisory Group as strategic communications advisor. Donlin, Recano
& Company, Inc. is the claims, noticing and solicitation agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP.
CBAK ENERGY: Incurs $8.5 Million Net Loss in 2023
-------------------------------------------------
CBAK Energy Technology, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$8.54 million on $204.44 million of net revenues for the year ended
Dec. 31, 2023, compared to a net loss of $11.33 million on $248.73
million of net revenues for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $281.16 million in total
assets, $167.70 million in total liabilities, and $113.46 million
in total equity.
Hong Kong, China-based ARK Pro CPA & Co, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 15, 2024, citing that the Company has a working capital
deficiency, accumulated deficit from recurring net losses and
significant short-term debt obligations maturing in less than one
year as of Dec. 31, 2023. All these factors raise substantial
doubt about its ability to continue as a going concern.
Management Comments
Yunfei Li, chairman and chief executive officer of the Company,
commented, "We are delighted to announce a strong performance in
the fourth quarter of 2023, concluding the year on a positive note.
Our primary battery business sustained its growth trajectory from
the previous quarter, supported by ongoing orders from key clients,
including the Viessmann Group, one of Europe's largest battery
manufacturers, Anker Innovations, NSURE Energy, PowerOAK (the
parent company of BlueTTI), and Hello Tech (the parent company of
Jackery). This steady influx of orders propelled a consistent
increase in both sales and profits for our battery business. While
economic challenges resulted in reduced orders and lower gross
margins for our competitors, we experienced high product demand at
our Dalian facilities, outpacing supply. In response, we secured a
new facility in Shangqiu city, Henan province, China to address our
clients’ urgent needs. Notably, our battery business achieved a
record-high gross margin last quarter. With our solid foundation
across products and orders, enhanced visibility, and growing
recognition in global markets, we are poised to expand our core
businesses and attract more esteemed clients in the coming years to
fuel our continued growth."
Jiewei Li, chief financial officer and secretary of the Board of
the Company, added, "We closed the year with robust fourth quarter
financial results from our battery business, achieving a 30.9%
increase in net revenues and positive net income for the second
consecutive quarter. As of December 31, 2023, our Dalian and
Nanjing lithium production facilities had no outstanding secured
bank loans. We believe that our solid fundamentals will continue
to serve as a strong foundation for our business. Looking ahead to
2024, we are confident in our growth trajectory and project another
year of net income for our battery business. We will share
detailed net income guidance at an appropriate time."
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/1117171/000121390024023050/ea0201512-10k_cbakenergy.htm
About CBAK Energy
Liaoning Province, People's Republic of China-based CBAK Energy --
www.cbak.com.cn -- is a high-tech enterprise in China engaged in
the development, manufacturing, and sales of new energy high power
lithium and sodium batteries, as well as the production of raw
materials for use in manufacturing high power lithium batteries.
The applications of the Company's products and solutions include
electric vehicles, light electric vehicles, energy storage and
other high-power applications. In January 2006, CBAK Energy became
the first lithium battery manufacturer in China listed on the
Nasdaq Stock Market. CBAK Energy has multiple operating
subsidiaries in Dalian, Nanjing, Shaoxing and Shangqiu, as well as
a large-scale R&D and production base in Dalian.
CBS TRUCKING: Court OKs Cash Collateral Access Thru May 8
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized CBS Trucking, Inc. to use cash collateral on an interim
basis, in accordance with the budget, with a 10% variance, through
May 8, 2024.
The Debtor requires the use of cash collateral to meet its current
necessary and integral business obligations.
ReadyCap and Key Bank each hold a duly perfected security interest
in Debtor's property, including the proceeds thereof, to the extent
perfected prior to the Petition Date, by virtue of certain
commercial loan agreements and related security agreements and the
filing of UCC-1 Financing Statements evidencing such interests.
The Debtor acknowledges the Debtor's repayment obligations under
the Loan Agreements, and ReadyCap and Key Bank assert that they are
secured by, inter alia, liens and security interests in all of the
Debtor's cash and cash equivalents, by virtue of respective UCC-1
Financing Statements filed by ReadyCap and Key Bank; and ReadyCap
further asserts that its Pre-Petition Lien on and security interest
in the Debtor's property and the cash collateral have been properly
perfected under applicable law and are prior in right to the
Pre-Petition Lien and security interest of Key Bank.
As of the Filing Date, the Debtor was indebted to ReadyCap in the
approximate collective amount of $1.1 million. The Debtor was also
indebted to Key Bank in the approximate collective amount of
$49,928.
As of the Filing Date, the Debtor was indebted to Key Bank in the
approximate collective amount of $49,928.
As adequate protection, ReadyCap and Key Bank are granted
replacement liens in the cash collateral, to the extent that said
liens were valid, perfected and enforceable as of the Petition
Filing Date and in the continuing order of priority of the
Prepetition Liens without determination herein as to the nature,
extent and validity of said prepetition liens and claims, and
solely to the extent Collateral Diminution occurs during the
Chapter 11 case, subject to: (i) the claims of Chapter 11
professionals duly retained and to the extent awarded pursuant to
11 U.S.C. Sections 330 or 331 or pursuant to any monthly fee order
entered in the Chapter 11 case; (ii) United States Trustee fees
pursuant to 28 U.S.C. Section 1930 and 31 U.S.C. Section 3717; and
(iii) the payment of any claim of any subsequently appointed
Chapter 7 Trustee to the extent of $10,000; and (iv) estate causes
of action and the proceeds of any recoveries of estate causes of
action under Chapter 5 of the Bankruptcy Code.
As additional adequate protection for the Debtor's use of cash
collateral during the Second Interim Cash Collateral Period, the
Debtor will pay to ReadyCap a monthly partial debt service payment
in the amount of $4,000 on or before April 3, 2024 and a monthly
partial debt service payment in the amount of $4,000 per month on
April 3, 2024 and May 3, 2024, as agreed upon between the Debtor
and ReadyCap.
As additional adequate protection for the Debtor's use of cash
collateral, the Debtor will pay to Key Bank monthly debt service
payments in the amount required under the applicable Loan
Agreement.
The Replacement Liens and security interests granted are
automatically deemed perfected upon entry of the Order without the
necessity of ReadyCap or Key Bank taking possession, filing
financing statements, mortgages, or other documents.
The Debtor's authorization to use cash collateral and the consent
of ReadyCap and Key Bank thereto, will immediately terminate
without further order on the earlier of:
(a) April 4, 2024, at 5 p.m.;
(b) the entry of any order granting ReadyCap and/or Key Bank, or
any party other than ReadyCap or Key Bank, relief from the
automatic stay with respect to any property of the Debtor in which
ReadyCap or Key Bank claims a lien or security interest, whether
pursuant to this Order or otherwise;
(c) the entry of an order dismissing the Chapter 11 proceeding or
converting this proceeding to a case under Chapter 7 of the Code;
(d) the entry of an order confirming a plan of reorganization; or
(e) the entry of an order by which the Order is reversed, revoked,
stayed, rescinded, modified or amended without the consent of
ReadyCap and Key Bank thereto.
A third interim hearing on the matter is set for April 3 at 9 a.m.
A copy of the order is available at https://urlcurt.com/u?l=r1nrKl
from PacerMonitor.com.
About CBS Trucking, Inc.
CBS Trucking, Inc. is part of the general freight trucking
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-35547) on June 30,
2023. In the petition signed by Sokol Bala, president, the Debtor
disclosed $448,619 in assets and $1.236 million in liabilities.
Judge Cecelia G. Morris oversees the case.
James J. Rufo, Esq., at Law Office of James J. Rufo, represents the
Debtor as legal counsel.
CHARLESTON CHILDREN'S: Unsecureds Will Get 14.52% of Claims in Plan
-------------------------------------------------------------------
Charleston Children's Therapy Center, LLC, filed with the U.S.
Bankruptcy Court for the District of South Carolina a Plan of
Reorganization for Small Business dated March 11, 2024.
The Debtor is a South Carolina limited liability company that was
formed on June 1, 2004. Since its inception, the Debtor has focused
on providing physical therapy, occupational therapy, speech
therapy, and other therapeutic services through its licensed
professionals to pediatric patients in the Charleston Metropolitan
Area.
To maintain and grow its business and to continue meeting the needs
of the Charleston Metropolitan Area, the Debtor began taking
Merchant Cash Advance ("MCA") loans in the 3rd and 4th Quarters of
2021. In October 2023, the Debtor continued to refinance its MCA
obligations with new MCA loans while working with the IRS and
submitting amended 940 and 941 filings.
The increasing daily draws to repay MCA loans continued being
pulled from the Debtor's operating accounts and the IRS exercised
its rights to levy upon the Debtor's accounts, including the
receivables to from Medicaid and other insurance providers
necessary to continue operating. With revenue diverted to the IRS,
the MCA lenders began perfecting liens in the Debtor's accounts
through the Uniform Commercial Code ("UCC") as enacted in South
Carolina. This culminated in the Debtor's petition for relief
pursuant to Subchapter V of Chapter 11 of the Bankruptcy Code on
December 11, 2023.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $780,000. The final Plan
payment is expected to be paid on May 1, 2029.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 14 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of all non-priority unsecured claims. Class 3
creditors will not begin recovery until the Debtor has paid all
Priority Unsecured Claims that hold a higher priority. The Debtor
projects that Class 3 claims will begin receiving pro rata payments
from the monthly disposable income payments in month 54 of the Plan
in the aggregate amount of $9,023.88. Class 3 will receive
aggregate payments of $10,871 each month for months 55 through 60
of the Plan. Minimum recovery for Class 3 Creditors is projected to
be 14.52%. This class is Impaired.
Class 5 consists of Equity Security Holders of the Debtor. The
equity interest of 100% of the membership of CCTC shall remain
intact with Tempo Health. The Tempo Health claim, scheduled by the
Debtor in the amount of $355,673 shall be subordinated to all
claims receiving treatment pursuant to this Plan. Tempo Health
shall not receive recovery on is Class 5 Claim until performance
has been completed and all payments contemplated herein have been
made.
The Debtor has streamlined its operation and reduced to one
treatment location to maximize profitability. Debtor shall fund the
plan from earnings generated from its business operations. The
Debtor proposes to make monthly distributions to creditors from
disposable income existing after payment of the Debtor's reasonable
monthly operating expenses.
A full-text copy of the Plan of Reorganization dated March 11, 2024
is available at https://urlcurt.com/u?l=hB7Ahe from
PacerMonitor.com at no charge.
Debtor's Counsel:
W. Harrison Penn, Esq.
PENN LAW FIRM LLC
1517 Laurel Street
Columbia, SC 29201
Tel: (803) 771-8836
E-mail: hpenn@mccarthy-lawfirm.com
About Charleston Children's Therapy Center
Charleston Children's Therapy Center, LLC is a multidisciplinary
pediatric practice headquartered in the Charleston area. Its team
consists of trained therapists who are dedicated to ongoing
education and the acquisition of advanced pediatric skills. The
Debtor provides services both inside the clinic and in the
patient's home.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 23-03821) on December 11,
2023. In the petition signed by the Debtor's Manager, Tempo Health
Group, LLC, by James Butcher, its president, the Debtor disclosed
up to $50,000 in assets and up to $10 million in liabilities.
Judge Elisabetta Gm Gasparini oversees the case.
W. Harrison Penn, Esq., at PENN LAW FIRM LLC, represents the Debtor
as legal counsel.
CHEN FOUNDATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Chen Foundation, Inc.
250 Lafayette Street
New York, NY 10012
Business Description: Chen Foundation is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: March 18, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-10438
Judge: Hon. John P. Mastando III
Debtor's Counsel: Leo Jacobs, Esq.
JACOBS PC
595 Madison Avenue FL 39
New York, NY 10022
Tel: (718) 772-8704
Email: leo@jacobspc.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ted Chen as president.
The Debtor failed to include in the petition a list of the Debtor's
20 largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MICK2TI/Chen_Foundation_Inc__nysbke-24-10438__0001.0.pdf?mcid=tGE4TAMA
CLEBURNE HOMES: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
-------------------------------------------------------------------
Cleburne Homes, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ DeMarco Mitchell, PLLC
as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Cleburne Homes
Cleburne Homes, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40415) on Feb.
5, 2024, with up to $50,000 in assets and $500,001 to $1 million in
liabilities.
Judge Edward L. Morris oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
CLOUD SOFTWARE: S&P Affirms 'B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed all its ratings on U.S.-based Cloud
Software Group Holdings Inc., including its 'B' issuer credit
rating. At the same time, S&P assigned its 'B' issue-level rating
to the company's proposed $1 billion first-lien term loan due 2031.
The recovery rating is '3.'
The stable outlook reflects S&P's expectation for stable revenues,
as well as a decrease in restructuring expenses and one-time cash
costs. This supports steady deleveraging to about 7.6x and FOCF
improving to above $300 million over the next 12 months.
S&P said, "Cloud Software Group is progressing on its cost
restructuring plan, which supports our current rating on the
company. Its S&P Global Ratings-adjusted EBITDA margin was about
47.6% at the end of fiscal 2023 and will likely continue to
steadily improve over the next couple of years to above 50%, even
as revenue will likely remain about flat over the same period
partly due to its revenue model transition. This is generally in
line with our prior expectations. While we expect the company to
incur some additional restructuring expenses over the next 12
months, it will be lower than levels incurred following the close
of the merger of Citrix and Tibco in 2022.
"Our EBITDA calculation includes restructuring costs expensed
(about $227 million in fiscal 2023 and $125 million estimated in
fiscal 2024) in the period and differs from management-defined
EBITDA. As a result, we expect margins to increase to 51.9% over
the next 12 months as these costs wind down and for free operating
cash flow (FOCF) to grow to above $300 million such that it will
achieve 3% FOCF to debt over time." The company's FOCF has faced
pressure from significant cash interest expense, one-time
transactions, and other residual transactions costs, but will
likely continue to decrease over time.
Debt to EBITDA remains elevated but is improving on the heels of
steady margin expansion. The company's adjusted leverage has
declined to about 8.2x at the end of fiscal 2023 from S&P's
estimated pro forma leverage of about 11.5x at transaction close
(or roughly 10x, excluding its Holdco $2.5 billion payment-in-kind
[PIK] preferred shares outstanding at the time). S&P expects Cloud
Software Group to continue steadily lowering leverage to about 7.6x
over the next 12 months as it realizes additional cost savings. In
addition, large debt service requirements, including about $1.4
billion of annual interest expense, some recurring restructuring,
and other one-time cash transaction costs, will challenge cash flow
over the next 12 months, although the costs are decreasing.
Although its FOCF metrics are weak compared to similarly rated
peers, S&P expects the company will maintain sufficient liquidity,
backed by $427 million of unrestricted cash on hand, and have full
access to its $1 billion revolver. The company's FOCF will steadily
improve this year to above $300 million compared with $78 million
in fiscal 2023, or less than 1% free cash flow to debt. The company
has no material debt maturities over the next 12 months other than
debt amortization payments of about $95 million on a pro forma
basis.
S&P said, "The stable outlook reflects our expectations for the
company's credit metrics to improve as it completes the integration
of the Citrix and TIBCO businesses and achieves significant cost
savings. This will support earnings growth in fiscal-year 2024 and
will help reduce leverage to about 7.6x by the end of fiscal 2024
from about 8.2x in fiscal 2023. The outlook also reflects our
expectation for improving free cash flow as transaction-related
cash outlays decrease such that the company achieves 3% FOCF to
debt over the next 12 months and improves thereafter."
S&P could lower its rating on Cloud Software Group if its operating
performance falls short of our expectations, and S&P believes the
company is likely to sustain either S&P Global Ratings-adjusted
debt to EBITDA above 9x or FOCF to debt below 3%. This could occur
if:
-- Revenue declines due to competitive or macroeconomic
pressures;
-- The company underperforms its cost-savings plans;
-- The company experiences larger-than-expected restructuring
costs; or
-- The company generates FOCF at levels that only modestly exceed
its debt service requirements.
An upgrade is unlikely over the next 12 months given the company's
elevated leverage. Longer term, S&P could raise its rating on Cloud
Software Group if improved profitability and cash flow generation
reduces leverage below 7x and expands FOCF to debt above 5% on a
sustained basis. This could occur if it:
-- Achieves its cost-saving plans;
-- Sustains an increase to its subscription revenue; and
-- Adheres to conservative financial policies.
COLLISION KINGS: Obtains Court CCAA Initial Stay Order
------------------------------------------------------
The Collision Kings Group sought and obtained an order ("Initial
Order") from the Court of King's Bench of Alberta under the
Companies' Creditors Arrangement Act, as amended ("CCAA"). FTI
Consulting Canada Inc. was appointed as monitor (the "Monitor") of
the Applicants. The Initial Order provides, among other things, a
stay of proceedings until Feb. 17, 2024.
Following a comeback hearing on Feb. 14, 2024, the Court granted an
extension of the Stay Period until March 29, 2024.
A copy of the Initial Order and copies of the materials publicly
filed in the CCAA proceedings may be obtained at
http://cfcanada.fticonsulting.com/collisionkings/
If you have any questions regarding the foregoing or require
further information, please consult the Monitor's website at
http://cfcanada.fticonsulting.com/collisionkings/or contact the
Monitor by calling 1-833-277-3986 or e-mailing
Collision.Kings@FTIConsulting.com.
FTI Consulting Canada Inc. can be reached at:
FTI Consulting Canada Inc.
Suite 1610, 520 5th Avenue SW
Calgary, Alberta T2P 3R7
Olver, Dustin
Email: Dustin.Olver@fticonsulting.com
Robert Kleebaum
Email: Robert.Kleebaum@fticonsulting.com
Counsel to the Collision Kings Group:
MLT Aikins LLP
360 Main St. 30th Floor
Winnipeg, Manitoba R3C 4G1
JJ Burnell
Email: jburnell@mltaikins.com
Chris Nyberg
Email: cnyberg@mltaikins.com
Kaitlin Ward
Email: kward@mltaikins.com
Counsel to FTI Consulting Canada Inc:
Cassels Brock & Blackwell LLP
Suite 3810, Bankers Hall West
888 3rd Street SW
Calgary, AB T2P 5C5
Jeffrey Oliver
Email: joliver@cassels.com
Danielle Marechal
Email: dmarechal@cassels.com
Collision Kings Group operates repair and autobody mechanic shops.
CT TECHNOLOGIES: Moody's Alters Outlook on 'B3' CFR to Stable
-------------------------------------------------------------
Moody's Ratings changed CT Technologies Intermediate Holdings,
Inc.'s ("Datavant") outlook to stable from negative. At the same
time, Moody's affirmed Datavant's corporate family rating at B3 and
probability of default rating at B3-PD. Additionally, Moody's
affirmed the B3 ratings on the company's senior secured first lien
bank credit facilities consisting of a $50 million revolving credit
facility maturing December 2025 and an about $670 million term loan
due December 2025. The company is a large California-based provider
of healthcare information services and technology solutions.
The change in outlook to stable from negative reflects the
Datavant's improvement in operating performance and liquidity,
marked by good revenue growth, and Moody's expectation for steady
profitability growth and positive free cash flow in 2024. The
change in outlook also reflects the company's improved liquidity
profile following approximately $30 million of incremental cash
from a contribution from the company's sponsor in December 2023 and
Moody's expectation that the company will be able to refinance its
first lien credit facilities before December 2024.
RATINGS RATIONALE
Datavant's B3 CFR reflects its very high financial leverage with
debt to EBITDA of approximately 8.9x after expensing integration,
acquisition, non-cash stock compensation and other one-time charges
and modest profitability with EBITDA margins in the high single
digits in FY2023. Following the merger with CIOX Health in 2021,
the company has been investing heavily on technology, with the
focus of digitizing its labor-intensive CIOX segment via its
Switchboard platform. These investments combined with increased
labor costs have resulted in the company's currently high leverage
and limited profitability. Moody's expects that EBITDA margins
should improve to around 10% in FY2024 as the company ramps up its
higher margin Switchboard offering and as one-time costs associated
with integration, acquisition, and non-cash stock based
compensation decline. Moody's expects it will take several years
for the company to complete the roll-out of Switchboard with
management anticipating roughly one-third of revenue coming from
the platform in FY2024. The rating also incorporates the company's
narrow business focus providing medical information exchange
management and retrieval services to US healthcare providers,
insurance carriers, life sciences companies and other health data
users. The company has high customer concentration with Optum, a
subsidiary to UnitedHealth Group Incorporated ("UNH", A2 senior
unsecured debt) with nearly 30% of FY2023 revenue, the risk of
which is somewhat mitigated by a contract through 2028. Legal risks
associated with the release of protected health information and
potential changes within the regulatory environment also present
risks to profitability. The rating is supported by Datavant's
leading position in managing and sharing information in the
healthcare industry. The company benefits from an established
position supporting the critical flow of electronic medical records
for healthcare institutions that would be costly to replicate or
replace with in-house staff, in the case of healthcare providers,
or technology. Moreover, favorable trends such as value-based
healthcare and more complex care and risk models should enable the
company to continue develop new use cases and capture profitable
growth opportunities.
Moody's expects Datavant to maintain adequate liquidity over the
next 12 months, based on estimated cash balances around $63 million
as of 29 February 2024 and full availability on an undrawn $50
million revolving credit facility expiring in December of 2025.
Moody's also expects free cash flow to debt to remain in the
low-single-digits in 2024 given customer integration costs, capital
expenditures, and a one-time contingent earnout payment. The
revolving credit facility may be relied upon intra quarterly to
fund seasonal working capital requirements. There are no financial
maintenance covenants and the revolver has a springing first lien
secured net leverage ratio covenant test set at 7.0x, as defined in
the credit agreement, with no step-downs when the revolver draw
exceeds 35% of the total commitment. Moody's expects Datavant to
maintain a modest cushion but still in compliance with the covenant
requirement should it be tested. There is $7 million of required
term loan amortization payments annually.
The stable outlook reflects Moody's expectation that the company
will reduce debt to EBITDA to the mid-to-low 6x by the end of 2024
while sustaining good revenue growth in the mid-single digits and
generating low to break-even free cash flow sufficient to support
the company's planned internal investments in scaling up its
digital platform. The stable outlook also incorporates Moody's
expectation that the company will be able to extend the maturity of
its first lien credit facilites by the end of this year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Datavant sustains good revenue growth
and improved profitability as it migrates clients to its digital
offerings. Additionally, the company would need to demonstrate free
cash flow to debt in the mid-to-high single digit percent range,
and sustain debt to EBITDA below 5.5x.
The ratings could be downgraded if the company were to experience
operating disruptions including the loss of a major contract,
liquidity deteriorates from current levels including sustained
negative free cash flow, and interest coverage as measured by EBITA
to interest is sustained below 1x. Additionally, failure to address
the company's December 2025 debt maturities before becoming current
later this year, could lead to a ratings downgrade.
Datavant, headquartered in San Francisco, California, is a large
provider of healthcare information services and technology
solutions to hospitals, health systems, physician practices and
authorized recipients of protected health records in the United
States. The company is privately owned by affiliates of New
Mountain Capital and preferred equity held by affiliates of Sixth
Street Partners and Goldman Sachs. Moody's expects the company will
generate $1 billion of revenue in FY2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CUETO CONSULTING: Seeks to Hire DeMarco Mitchell as Legal Counsel
-----------------------------------------------------------------
Cueto Consulting & Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
DeMarco Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Cueto Consulting & Construction
Cueto Consulting & Construction, LLC in Fort Worth, TX, filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case
No. 23-43707) on December 4, 2023, listing $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. Andrew Cueto,
president, signed the petition.
Judge Edward L. Morris oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
CURO GROUP: NYSE to Delist Common Stock on March 25
---------------------------------------------------
The New York Stock Exchange filed a 25-NSE Report notifying the
Securities and Exchange Commission of its intention to remove the
Common Stock of CURO Group Holdings Corp. from listing and
registration on the Exchange on March 25, pursuant to the
provisions of Rule 12d2-2(b) because, in the opinion of the
Exchange, the Securities is no longer suitable for continued
listing and trading on the NYSE.
The Exchange reached its decision to delist the Company's Common
Stock pursuant to Section 802.01B of the NYSE's Listed Company
Manual because the Company had fallen below the NYSE's continued
listing standard requiring listed companies to maintain an average
global market capitalization over a consecutive 30-trading day
period of at least $15,000,000.
On March 11, the Exchange determined that the Common Stock of the
Company should be suspended from trading and directed the
preparation and filing with the Commission of this application for
the removal of the Securities from listing and registration on the
NYSE. The Company was notified by letter on March 11.
Pursuant to the above authorization, a press release regarding the
proposed delisting was issued and posted on the Exchange's website
on March 11. Trading in the Common Stock was suspended on March
11.
The Company had a right to appeal to a Committee of the Board of
Directors of the Exchange the determination to delist the Common
Stock, provided it filed a written request for such a review with
the Secretary of the Exchange within ten business days of receiving
notice of the delisting determination. On March 14, 2023, the
Company stated they do not intend to appeal. Consequently, all
conditions precedent under SEC Rule 12d2-2(b) to the filing of this
application have been satisfied.
About Curo Group
Headquartered in Chicago, IL, Curo Group Holdings COrp. is a
tech-enabled, omni-channel consumer finance company serving a full
spectrum of non-prime, near-prime and prime consumers in portions
of the U.S. and Canada. CURO was founded over 25 years ago to meet
the growing needs of consumers looking for alternative access to
credit. The Company continuously updates its products and
technology platform to offer a variety of convenient, accessible
financial and loan services.
Curo Group reported a net loss of $185.48 million for the year
ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $2.79
billion in total assets, $2.84 billion in total liabilities, and a
total stockholders' deficit of $54.13 million.
* * *
As reported by the TCR on Mar. 7, 2024, S&P Global Ratings lowered
its issuer credit rating on Curo Group Holdings Corp. to 'SD' from
'CCC-'. S&P also lowered its issue ratings on the company's
1.5-lien and junior notes to 'D' from 'CC' and 'C', respectively.
"The downgrade reflects that Curo has not made interest payments
for its 1.5-lien notes and junior notes within 30 days of their due
date of Feb. 1, 2024, which we view as an event of default. The
company is in discussions with its lenders and key stakeholders
regarding a potential comprehensive financial restructuring. It
also entered in forbearance agreements on March 1, 2024, with its
noteholders, which will end on the earlier of March 18, 2024, or
the occurrence of specified events. Curo also received waivers from
the lenders of its senior 1.0-lien term loan and funding debt for
the cross-defaults and potential breach of the $75 million minimum
liquidity covenant requirement."
As reported by the TCR on Feb. 15, 2024, Moody's Investors Service
has downgraded Curo Group Holdings Corp.'s corporate family rating
to Ca from Caa2. The senior secured debt rating was downgraded to
Caa3 from Caa1 and the senior unsecured rating was downgraded to C
from Caa3. The outlook remains negative.
CYTOSORBENTS CORP: Posts $28.5 Million Net Loss in 2023
-------------------------------------------------------
Cytosorbents Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to common stockholders of $28.51 million on $36.35
million of total revenue for the year ended Dec. 31, 2023, compared
to a net loss attributable to common stockholders of $32.81 million
on $34.69 million of total revenue for the year ended Dec. 31,
2022.
As of Dec. 31, 2023, the Company had $53.26 million in total
assets, $29.98 million in total liabilities, and $23.27 million in
total stockholders' equity.
As of Dec. 31, 2023, the Company has approximately $15.6 million in
cash, including approximately $14.1 million and $1.5 million in
unrestricted and restricted cash, respectively. The Company
believes this is sufficient to fund the Company's operations into
the fourth quarter of 2024. The Company said it will need to raise
additional capital to support its ongoing operations in the future,
and the Company is actively pursuing financing sources, including
less or non-dilutive debt financing, royalty financing, strategic
or direct investments, equity financing, and/or combinations
thereof. There can be no assurance that management will be
successful in these endeavors.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2004, issued a "going concern"
qualification in its report dated March 14, 2024, citing that the
Company has suffered recurring losses from operations, has
experienced cash used from operations, and has an accumulated
deficit, which raise substantial doubt about its ability to
continue as a going concern.
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/1175151/000141057824000201/ctso-20231231x10k.htm
About CytoSorbents
Based in Monmouth Junction, N.J., CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb, is approved in the
European Union with distribution in more than 75 countries around
the world as an extracorporeal cytokine adsorber designed to reduce
the "cytokine storm" or "cytokine release syndrome" seen in common
critical illnesses that may result in massive inflammation, organ
failure and patient death.
D & R JONES: Mark Schlant of Zdarsky Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Mark Schlant, Esq., at
Zdarsky, Sawicki & Agostinelli, LLP as Subchapter V trustee for D &
R Jones Construction Corp.
Mr. Schlant 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. Schlant declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark J. Schlant, Esq.
Zdarsky, Sawicki & Agostinelli, LLP
1600 Main Place Tower
350 Main St.
Buffalo, NY 14202
Phone: (716) 855-3200
Email: mschlant@zsalawfirm.com
About D & R Jones Construction
D & R Jones Construction Corp. is a building finishing contractor
in Binghamton, N.Y.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60165) on March 6,
2024, with $1,077,620 in assets and $1,034,445 in liabilities.
Douglas Jones, president, signed the petition.
Judge Patrick G Radel oversees the case.
Zachary D. McDonald, Esq., at Orville & McDonald Law, P.C.,
represents the Debtor as bankruptcy counsel.
DANIEL TRANSIT: Yann Geron Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 2 appointed Yann Geron, Esq., at Geron
Legal Advisors, LLC as Subchapter V trustee for Daniel Transit
LLC.
Mr. Geron will be paid an hourly fee of $850 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geron declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Yann Geron, Esq.
Geron Legal Advisors, LLC
370 Lexington Avenue, Suite 1101
New York, NY 10017
Phone: (646) 560-3224
Email: ygeron@geronlegaladvisors.com
About Daniel Transit
Daniel Transit, LLC operates in the taxi and limousine service
industry. It owns NYC Taxi Medallions 3K80, 3K81 having a
comparable sale value of $200,000.
Daniel Transit filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41000) on March 4,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Lawrence Pross, managing member, signed the
petition.
Judge Nancy Hershey Lord presides over the case.
Richard S. Feinsilver, Esq., represents the Debtor as legal
counsel.
DMN8 PARTNERS: Seeks Cash Collateral Access
-------------------------------------------
DMN8 Partners, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky, Covington Division, for authority to use cash
collateral and provide adequate protection.
DMN8's tangible assets are mostly comprised of office furniture,
computers, and audio and video equipment, which are not sold in the
ordinary course of the Debtor's business. The company estimates the
replacement value of all of its tangible assets to equal not more
than $17,500. The daily balance in all company deposit accounts
never exceeds $10,000.
The bankruptcy estate and DMN8 may have a cause of action against
certain MCAs for the recovery of prepetition transfers. At this
time, DMN8 is not in a position to estimate the cash value of, or
the probability of prevailing on any such claims.
DMN8 cannot extricate the cash value of its exclusive use of the
digital assets developed by Geiman Media Group from its daily
sales. DMN8 believes that the real value of the company lies in the
revenues generated from the company’s customer base.
DMN8 owes the SBA approximately $128,200 bearing interest at the
rate of 3.75% per annum in connection with two loans from the SBA
($22,500 under EIDL No. 1, and $105,500 under EIDL No. 2). The
amounts due under EIDLs are secured by a valid and existing lien on
all assets and cash collateral, which was perfected under a
security agreement executed by the parties on March 9, 2022, and
pursuant to a UCC financing statement recorded on March 28, 2022.
Under the parties' agreements, DMN8 is required to make monthly
principal and interest payments of $640. The balance of aue under
both EIDL No. 1, and EIDL No. 2 is to be paid on or before May 14,
2050.
DMN8 is indebted to MCA companies Stripe Inc., Forward Financing,
and Everest Business Funding, in the approximate total amount of
$280,000. DMN8 is also indebted to On Deck Capital in the
approximate amount of $15,000. Each loan agreement purports to
establish a continuing security interest in cash collateral.
A recent UCC search indicates that Everest Business Funding and On
Deck failed to file a financing statement with the Kentucky
Secretary of State. Stripe filed an initial UCC statement on
November 4, 2022, about eight months after the SBA had perfected
its lien in connection with EIDL No. 2. For its part, Forward
Financing filed its first and only financing statement on January
29, 2024, which makes it susceptible to an avoidance action.
Because the amounts due under the SBA loans is greater than the
value of the cash collateral or other company assets, Stripe,
Forward Financing, Everest Business Funding, and On Deck are
unsecured as to the company's assets or cash collateral.
The Debtor proposes to make the monthly contractual payments of
$640 to the SBA as adequate protection payments.
A final hearing on the matter is set for April 9, 2024 at 10:30
a.m.
A copy of the motion is available at https://urlcurt.com/u?l=TDXy5J
from PacerMonitor.com.
About DMN8 Partners, Inc.
DMN8 Partners, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Kent. Case No. 24-20186-tnw) on March
6, 2024. In the petition signed by Gary W. Geiman, the Debtor
disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
J. Christian Dennery, Esq., at Dennery PLLC, represents the Debtor
as legal counsel.
ENVIVA INC: Has $500MM DIP Loan from Acquiom and Seaport
--------------------------------------------------------
Enviva Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Virginia, Alexandria Division, for
authority to use cash collateral and obtain postpetition
financing.
The Debtor seeks to obtain postpetition financing pursuant to a
multi-tranche, delayed-draw, debtor-in-possession credit and note
purchase agreement, consisting of loans and notes in an aggregate
principal amount of $500 million from the DIP Creditors, of which
$150 million will be available immediately upon entry of the
Interim Order, and the remainder will be available through a
maximum of four additional draws, in each case subject to and upon
the date of entry of the Final Order.
Acquiom Agency Services LLC and Seaport Loan Products LLC serve as
co-administrative agents and Acquiom is the collateral agent.
The DIP facility is due and payable on the earlier of (a) the
Scheduled Maturity Date (i.e., the nine-month anniversary of the
Closing Date), (b) the effective date of any Chapter 11 Plan for
the Company, (c) the consummation of a sale or other disposition of
all or substantially all assets of the Debtors, taken as a whole,
under 11 U.S.C. section 363, and (d) the date of acceleration or
termination of the DIP Facility in accordance with the terms
thereunder.
In 2018, Enviva Inc. and Enviva, LP entered into a senior secured
credit facility with Barclays Bank PLC serving as the
administrative agent and collateral agent and certain lenders party
thereto. On January 17, 2024, Barclays Bank PLC resigned from its
position as Prepetition Agent. On February 16, 2024, Ankura Trust
Company, LLC was appointed as replacement Prepetition Agent.
By the terms of the Prepetition Senior Secured Credit Agreement,
the Prepetition Borrowers: (a) borrowed an aggregate principal
amount of $174 million in term loans; (b) were authorized to
borrow, from time to time, an aggregate outstanding principal
amount of no more than $525 million in revolving loans; and (c)
borrowed an aggregate principal amount of no more than $105 million
in certain incremental loans. The obligations of the Prepetition
Borrowers are guaranteed by the Prepetition Senior Secured
Guarantors.
Each subset of loans under the Prepetition Senior Secured Credit
Agreement matures on the earliest to occur of (a) June 30, 2027, or
(b) 90 days before the maturity of the 2026 Notes. The Company's
collective obligations under the Prepetition Senior Secured Credit
Agreement are secured by substantially all of the assets of the
Prepetition Loan Parties.
On September 28, 2023, the Company drew down all available
Revolving Loans (approximately $247 million) under the Prepetition
Senior Secured Credit Agreement as a proactive measure to shore up
liquidity as, among other things, Enviva sought to engage with
contract counterparties, implement a business plan, and prepare to
pursue the recapitalization process that eventually resulted in
these chapter 11 cases. Over the next month—and in response to
the loss of automatic clearinghouse capability in the Debtors'
principal bank account—Enviva moved substantially all the
remaining proceeds of the September Draw to a new bank account held
by the Debtor Enviva MLP International Holdings, LLC.
As of the Petition Date, the Debtors owe approximately $672.5
million in aggregate principal obligations under the Prepetition
Senior Secured Credit Facility, which represents principal
obligations arising from $568.5 million in Revolving Loans and $104
million in Term Loans. As of the Petition Date, there are also $1.4
million in aggregate principal amount of letter of credit
commitments outstanding under the Prepetition Senior Secured Credit
Facility.
On December 9, 2019 and December 12, 2019, Debtors Enviva and
Enviva Partners Finance Corp. issued $550.0 million and $50
million, respectively, in principal amount of senior unsecured
notes with an aggregate principal of $600 million and interest rate
of 6.5%, due to be repaid on January 15, 2026. The terms of these
notes are governed by the 6.500% Senior Notes Due 2026 Indenture,
dated as of December 9, 2019, which designated Wilmington Trust,
N.A. as Trustee. On July 15, 2020, the 2026 Notes Issuers issued an
additional $150 million aggregate principal amount under the 2026
Notes Indenture.
On July 15, 2022, the Industrial Development Authority of Sumter
County, Alabama issued various Exempt Facilities Revenue Bonds,
Series 2022 in the aggregate principal amount of $250 million,
under an Indenture of Trust, dated as of July 1, 2022, to support
construction of a wood pellet production facility located near
Epes, Alabama. The Epes Green Bonds Indenture named Wilmington
Trust, N.A., as trustee over the administration of the Epes Green
Bonds. After issuance to bondholders, the Epes Green Bonds Issuer
then loaned the proceeds of the Epes Green Bonds to the Company on
an unsecured basis under the Loan and Guaranty Agreement, dated
July 1, 2022, in exchange for a promissory note, dated July 15,
2022, issued by Enviva to the Epes Green Bonds Issuer.
On November 1, 2022, Mississippi Business Finance Corporation
issued various Exempt Facilities Revenue Bonds, (Enviva Inc.
Project), Series 2022, in the aggregate principal amount of $100
million, under an Indenture of Trust, dated as of November 1, 2022,
to support construction of a wood pellet production facility
located near Bond, Mississippi. The Bond Green Bonds Indenture
named Wilmington Trust, N.A., as trustee over the administration of
the Bond Green Bonds. After issuance to bondholders, the Bond Green
Bonds Issuer then loaned the proceeds of the Bond Green Bonds to
the Company on an unsecured basis under the Loan and Guaranty
Agreement, dated November 1, 2022 in exchange for a promissory
note, dated November 22, 2022, issued by Enviva to the Bond Green
Bonds Issuer.
In June 2022, the Company closed on a qualified New Markets Tax
Credit financing transaction. The New Markets Tax Credit Program is
a federal community investment program administered by the U.S.
Department of Treasury that is intended to promote capital
investment in qualifying communities by allowing taxpayers to claim
certain federal income tax credits related to equity investments in
qualifying community development entities. The Company's
participation in the NMTC Transaction allowed it to obtain new
financing subject to certain tax advantages resulting from the NMTC
program. The Company entered into two loan agreements as part of
the NMTC Transaction.
First, the Company entered into a Loan Agreement, dated June 27,
2022, by and between Enviva Pellets Epes Finance Company, and
United Bank by which Enviva Epes Finance borrowed an aggregate
principal amount of approximately $31.4 million.
Second, Enviva Pellets Epes, LLC entered into a Loan Agreement,
dated June 27, 2022, by, between, and among Enviva Epes, NIF SUB
IV, LLC, UBCD, SUB CDE Midway, LLC, PBCIF SUB-CDE4, LLC, and
Munistrategies SUB-CDE#41, LLC, and certain subsidiaries of the
Debtors, by which Enviva Epes borrowed an aggregate principal
amount of approximately $42 million.
As of the Petition Date, Enviva Epes owes approximately $42 million
of aggregate principal obligations under the NMTC Loan, of which
approximately $30.4 million is attributable to aggregate principal
obligations that are owed by Enviva Epes Finance under the United
Bank Loans.
In 2021, Enviva FiberCo, LLC, another predecessor-in-interest to
Debtor Enviva Pellets, entered into two promissory notes with
Deere & Company (d/b/a John Deere) and Merchant Bank, which it
used to finance the purchase of certain equipment. In 2022 and
2023, Enviva Pellets entered into additional promissory notes with
John Deere, Northland Capital Financial Services, LLC, and JPMorgan
Chase & Co., which it used to finance the purchase of additional
equipment.
Together, the initial principal amount of the FiberCo Notes totaled
approximately $4.9 million.
On August 4, 2010, Enviva Pellets Amory, LLC, a
predecessor-in-interest to Debtor Enviva Pellets, acquired all of
the purchased assets of CKS Energy, Inc. and land held by CKS
Realty, Inc. To pay a portion of the purchase price, Enviva Amory
issued that certain Convertible Subordinated Promissory Note, dated
August 4, 2010, to CKS Energy, Inc. in the principal amount of $2
million.
As of the Petition Date, the Debtors owe approximately $2 million
in aggregate principal obligations under the Amory Seller Note.
The Company has faced significant headwinds during the past year.
These challenges were disclosed, among other sources, in the Form
10-K that Enviva filed with the Securities and Exchange Commission
on November 9, 2023. The Q3 10-K attracted significant attention
from various holders of the Company's funded indebtedness,
including the Ad Hoc Group, as well as the debt and equity markets
more broadly.
As of the Petition Date, the Debtors have insufficient liquidity to
maintain normal business operations for the full length of these
chapter 11 cases and fund in full the administrative costs incurred
in connection therewith.
The Debtors propose to provide the Prepetition Secured Lenders with
the Adequate Protection Package, which contemplates a variety of
customary adequate protection to protect their interests in the
Debtors' property from any diminution in value of the Prepetition
Collateral (including, as applicable, cash collateral) resulting
from the use of the cash collateral by the Debtors and the
imposition of the Automatic Stay. Such adequate protection includes
a valid, perfected replacement security interest in and lien upon
all of the DIP Collateral that is senior to all other liens, but
subject and subordinate only to (a) the Carve-Out, (b) the DIP
Liens and any liens, if any, that are senior to the DIP Liens with
respect to such property, and (c) any Prior Liens on Prepetition
Collateral.
The Debtors likewise propose to provide the Prepetition Secured
Lenders with an allowed superpriority administrative expense claim
as contemplated by 11 U.S.C. section 507(b), which will be payable
from and have recourse to all DIP Collateral and all proceeds
thereof (excluding Avoidance Actions and the Avoidance Proceeds)
and have priority in payment over any and all administrative
expenses of the kind specified or ordered pursuant to any provision
of the Bankruptcy Code, except for the Carve-Out and the DIP
Superpriority Claims.
A copy of the motion is available at https://urlcurt.com/u?l=D1WkFW
from PacerMonitor.com.
* * *
Judge Kenney on March 15 entered an Interim Order (I) Authorizing
the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash
Collateral, (II) Granting Liens and Providing Superpriority
Administrative Expense Claims, (III) Granting Adequate Protection
to Prepetition Secured Parties, (IV) Modifying the Automatic Stay,
and (V) Granting Related Relief. The Court set another hearing on
the matter for April 11, 2024, at 2:00 p.m. in Alexandria, Va.
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped VINSON & ELKINS LLP as general bankruptcy
counsel, KUTAK ROCK LLP as local counsel, LAZARD FRERES & CO., LLC
as investment banker, ALVAREZ & MARSAL HOLDINGS, LLC as financial
advisor, and KURTZMAN CARSOON CONSULTANTS LLC as notice and claims
agent.
ENVIVA INC: Receives Court Approval for $500 Million DIP Financing
------------------------------------------------------------------
Enviva Inc. announced that the U.S. Bankruptcy Court for the
Eastern District of Virginia approved, among other matters, its
previously announced $500 million debtor-in-possession financing
pursuant to the Debtor-in-Possession Credit and Note Purchase
Agreement (the "DIP Facility Agreement") and the procedures and
related materials that will govern the syndication of the DIP
Facility.
Pursuant to the DIP Facility Agreement, the Company intends to
offer certain holders of shares of the Company's Common Stock, par
value $0.001 (CUSIP 29415B103) as of March 11, 2024 (the "Record
Date" and such holders, the "Holders") the opportunity to subscribe
to participate in the syndication of the DIP Facility.
To be eligible to participate in the Opportunity, each Holder must
be (i) an institutional accredited investor within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an
entity in which all of the equity investors are such institutional
accredited investors, (ii) a beneficial owner of Common Stock as of
the Record Date and (iii) not the Company (an "Eligible Holder").
An Eligible Holder may designate another entity that is a partner,
affiliate, or related party of such Eligible Holder to be a
subscriber in the Opportunity (a "Permitted Designee"). Each
Eligible Holder may elect to participate and submit a subscription
to lend any portion of the DIP loans up to an aggregate amount not
to exceed $100 million, provided that the minimum committed
participation amount of DIP loans by any Eligible Holder and any of
its Permitted Designees (taken together) shall not be less than $1
million. If you are not an Eligible Holder, you may not participate
in the Opportunity.
Eligible Holders that participate in the Opportunity will be
subject to certain restrictions under the DIP Facility Agreement,
including with respect to voting and information rights.
The ability of Eligible Holders to submit commitments for the
Opportunity commenced on March 15, 2024, and will expire on March
28, 2024, unless extended earlier or terminated, in accordance with
the applicable subscription documents, and which extension will be
made by public announcement by the Company in a press release
and/or Form 8-K.
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/2uc3z3jj
About Enviva Inc.
Headquartered in Bethesda, MD, Enviva Inc. --
https://www.envivabiomass.com/ -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva owns and operates ten
plants with an expected annual production of approximately 5.0
million metric tons in Virginia, North Carolina, South Carolina,
Georgia, Florida, and Mississippi, and is constructing its 11th
plant in Epes, Alabama. Additionally, Enviva is planning
construction of its 12th plant, near Bond, Mississippi. Enviva
sells most of its wood pellets through long-term, take-or-pay
off-take contracts with customers located primarily in the United
Kingdom, the European Union, and Japan, helping to accelerate the
energy transition and to defossilize hard-to-abate sectors like
steel, cement, lime, chemicals, and aviation. Enviva exports its
wood pellets to global markets through its deep-water marine
terminals at the Port of Chesapeake, Virginia, the Port of
Wilmington, North Carolina, and the Port of Pascagoula,
Mississippi, and from third-party deep-water marine terminals in
Savannah, Georgia, Mobile, Alabama, and Panama City, Florida.
The Company has incurred net losses of $257.8 million and $168.4
million for the nine months ended Sept. 30, 2023 and the year ended
Dec. 31, 2022, respectively, and negative cash flow from operating
activities of $25.6 million and $88.8 million, respectively for the
same periods. As of Sept. 30, 2023, the Company had $315.2 million
in cash and cash equivalents, $125.5 million of restricted cash,
and no availability under its revolving credit facility, resulting
in total liquidity of $440.7 million. The Company said that its
future profitability and liquidity are expected to be negatively
impacted by the following matters which have resulted in
substantial doubt about the Company's ability to continue as a
going concern.
* * *
Moody's Investors Service downgraded Enviva Inc.'s Corporate Family
Rating to Ca from Caa1, the TCR reported on Feb. 29, 2024. Enviva's
Ca CFR reflects expectations for a debt restructuring, bankruptcy
or liquidation following its missed interest payment.
S&P Global Ratings lowered its issuer credit rating on Enviva Inc.
to 'D' from 'CCC-'. S&P said, "The downgrade reflects Enviva's
failure to make its interest payment of a substantial portion of
its outstanding debt, which we consider to be a general default."
As reported by the TCR on Feb. 5, 2024, Fitch Ratings downgraded
Enviva Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from
'CCC-' and removed it from Rating Watch Negative. The downgrade
reflects Enviva's missed Jan. 16 interest payment of $24.4 million
on its $750 million of 6.5% senior notes due 2026.
EPIC Y GRADE: S&P Affirms 'B-' ICR on Announced Merger With EPIC
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Epic
Y-Grade Services L.P. (Y-Grade) and assigned its 'B-' issue-level
rating to its proposed senior secured debt along with a '4'
recovery rating, indicating our expectation for average (30%-50%;
rounded estimate: 40%) recovery in the event of a payment default.
The stable outlook reflects S&P expectation that the company will
maintain robust asset utilization and its S&P Global
Ratings'-adjusted debt to EBITDA will be in the 5.75x-6.0x range
through 2025..
EPIC Propane is a critical piece of infrastructure for the
company.
Y-Grade intends to merge with EPIC Propane Holdings LP (EPIC
Propane) and issue a $1.075 billion senior secured term loan B due
2029 to refinance both its existing senior secured term loan B of
approximately $987 million due 2027 and EPIC Propane's loan of
approximately $77 million due 2026.
In connection with the transaction, the company will increase its
super-priority revolving credit facility (RCF) to $70 million from
$40 million and extend the maturity of the RCF to 2029 from 2027.
EPIC Propane operates a pipeline that originates from Corpus
Christi to the Phillip 66 storage caverns in Clemens, Texas with
additional connectivity to the Markham underground storage. Corpus
and Sweeny are premium propane markets for Y-Grade. The propane
pipeline strategically connects Y-Grade's fractionation complex in
Corpus Christi with the Sweeny purity market. EPIC Propane
generates approximately $14 million of annual EBITDA backed by a
single minimum volume commitment contract with Y-Grade. Through the
merger, Y-Grade will release approximately $12 million of trapped
cash at EPIC Propane.
The refinancing supports Y-Grade's cash position.
The company's existing senior secured term loan B contains a step
up in interest rate, which commences in July 2024. The proposed
senior secured term loan B does not contain this step up. If the
transaction successfully closes at negotiated terms, S&P projects
the company will save approximately $20 million of interest expense
on an annual basis. The additional RCF availability will provide
extra financial flexibility when funding growth initiatives.
Following the outperformance in 2023, S&P believes Y-Grade is on
track to deleverage over the next few years.
Growing gas-to-oil ratios across the Permian has resulted in
accelerated natural gas liquid production growth. S&P said, "As
purity demand remains high, we expect Y-Grade to maintain robust
asset utilization and believe it has the ability to secure
contracts at favorable rates. The combination of debt paydown from
the excess cash flow (ECF) sweep and EBITDA growth will drive its
deleveraging over the next several years. We project the company's
adjusted leverage will remain in 5.75x-6x range through 2025 and
trend toward 5.5x in 2026."
In addition, although Ares Management Corp. (Ares) owns 75% of
Y-Grade through Epic Midstream Holdings L.P. (EPIC Midstream), S&P
believes Ares lacks control of the company. Thus, Y-Grade's credit
quality is no longer constrained by EPIC Midstream's credit
quality.
S&P said, "The stable outlook on Y-Grade reflects our expectation
that its credit metrics will continue to improve as the company
maintains strong asset utilization while securing contracts at
higher rates. We expect the company's S&P Global Ratings'-adjusted
debt to EBITDA to be in the 5.75x-6.0x range through 2025.
"We could consider a negative rating action on Y-Grade if we
believe the company will face liquidity pressure or view its
capital structure as unsustainable. This could occur if it
generates significantly lower-than-expected EBITDA due to a
material decline in volumes or contracts restructured at lower
rates.
"We could consider a positive rating action on Y-Grade if we
anticipate Y-Grade's S&P Global Ratings'-adjusted debt to EBITDA
will reach 5.5x and expect it will be sustained below 5.5x for the
long term."
EPIC Y-GRADE: Moody's Rates New $1.075BB First Lien Term Loan 'B3'
------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to EPIC Y-Grade Services, LP's
(EPIC Y-Grade) proposed $1.075 billion backed senior secured 1st
lien term loan B due 2029 and a Ba3 rating to EPIC Y-Grade's
proposed $70 million backed super priority senior secured revolving
credit facility due 2029. EPIC Y-Grade's other ratings, including
the B3 Corporate Family Rating and B3-PD Probability of Default
Rating, and stable outlook remain unchanged. Moody's will withdraw
the B3 rating for EPIC Y-Grade's existing backed senior secured 1st
lien term loan B due 2027 and Ba3 rating for its existing backed
super priority secured revolver due 2027 upon their full repayment
with transaction proceeds.
As part of the transaction, EPIC Propane Pipeline Holdings, LP
(EPIC Propane, unrated), which has common ownership with EPIC
Y-Grade, will become a subsidiary of EPIC Y-Grade and a guarantor
of the proposed credit facilities. A portion of the proceeds from
the proposed term loan will be used to repay EPIC Propane's $77
million term loan. Net proceeds from the proposed $1.075 billion
term loan and cash from EPIC Propane's and EPIC Y-Grade's balance
sheets will be used to refinance EPIC Y-Grade's approximately $987
million outstanding term loans.
"EPIC Y-Grade's refinancing transaction will benefit the company's
credit profile by extending its debt maturities and extending
operating runway to further reduce leverage," commented Jonathan
Teitel, a Moody's Vice President and Senior Analyst.
RATINGS RATIONALE
The super-priority position of EPIC Y-Grade's senior secured
revolver due 2029 and its small size relative to the term loan
results in the facility being rated Ba3, three notches above the
CFR. EPIC Y-Grade's senior secured term loan due 2029 is rated B3,
the same as the CFR, because it comprises the preponderance of
debt.
EPIC Y-Grade's B3 CFR reflects still high financial leverage and
low debt service coverage, though both will improve. Leverage has
improved considerably on strengthened operating performance, a
trajectory that continues to improve credit quality. The
refinancing transaction is beneficial because it extends the
company's revolver and term loan maturities from 2027 to 2029,
adding operating runway to execute on business development
activities and to further reduce leverage while the company
increases interest coverage. Key to driving and sustaining higher
EBITDA and supporting lower leverage over the long-term will be
entering into new contracts, particularly as contracts roll off.
The company benefits from long-term, fixed fee contracts and a
portion of its volumes are underpinned by minimum volume
commitments.
EPIC Y-Grade's forthcoming decision about whether or not to
construct another fractionator, driven by market demand, will
affect future financing needs. Contracted capacity with sizable
minimum volume commitments would be important to provide visibility
into future cash flows and leverage. It is important for the B3
rating that the leveraging effect of any growth project be well
managed and limited.
The company's midstream assets include strategically located NGL
pipelines running from the Permian Basin to Corpus Christi, Texas.
The Permian Basin is a top-tier oil producing region. Producers'
activities in the Permian Basin are driven by oil prices, with NGLs
an associated by-product. Corpus Christi is a key market for US
exports of NGLs. EPIC Propane, which will become a subsidiary of
EPIC Y-Grade, owns and operates a pipeline for transporting
propane. EPIC Y-Grade is the sole customer on this pipeline. On a
standalone basis, EPIC Propane has slightly less leverage than EPIC
Y-Grade.
Moody's expects EPIC Y-Grade to maintain adequate liquidity well
into 2025. As of March 31, 2024, EPIC Y-Grade had about $97 million
of cash. Moody's expects this large cash balance to be lower by the
end of 2024, driven by a large swing in working capital related to
prepaid revenue received in 2023 as well as turnaround capital
spending not expected to recur for at least another seven to ten
years. EPIC Y-Grade's proposed $70 million revolver will be undrawn
at close and have about $30 million in letters of credit
outstanding under the facility. The increase in revolver size from
$40 million to $70 million provides additional liquidity though
Moody's does not anticipate the facility being drawn. Financial
covenants include a minimum debt service coverage ratio (DSCR) of
1.1x for both the revolver and term loan, and a maximum
super-priority leverage ratio of 1x for the revolver. When the DSCR
covenant is tested, the company can choose to annualize quarterly
EBITDA. Moody's expects the company to maintain compliance with
these covenants.
The stable outlook reflects Moody's expectation for EPIC Y-Grade to
continue growing EBITDA and reducing leverage into 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include debt/EBITDA below
5.5x, increased interest coverage, additional long-term contracted
volumes, strong contracts supporting expansion projects, and
consistent positive free cash flow generation.
Factors that could lead to a downgrade include weaker than
anticipated financial performance and free cash flow, debt/EBITDA
maintained above 6.5x, decreased interest coverage, weakening
liquidity, or rising leverage due to growth capital projects.
EPIC Y-Grade Services, LP (a subsidiary of EPIC Y-Grade, LP) is a
privately owned midstream energy business with NGL pipelines
running from the Permian Basin to Corpus Christi, Texas. The
company is majority-owned by affiliates of Ares Management
Corporation with ownership stakes also held by Chevron Corporation
(Aa2 stable), and an investor group led by FS Investments.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
EQM MIDSTREAM: Fitch Puts 'BB' LongTerm IDR on Watch Positive
-------------------------------------------------------------
Fitch Rating has placed EQM Midstream Partners, LP's (EQM) 'BB'
Long-Term Issuer Default Ratings (IDRs) and senior unsecured
ratings of 'BB'/'RR4' on Rating Watch Positive (RWP) following the
announced acquisition by EQT Corporation (EQT; BBB-/Stable).
The RWP considers the expected rating linkage between EQM and EQT,
as well as the resulting uplift from EQT's stronger standalone
credit profile (SCP). Fitch anticipates that post-acquisition, EQT
will contribute a significantly larger share of EQM's revenues
given the strategic alignment and integrated operations of the two
companies.
Fitch expects to resolve the Positive Watch once the transaction is
complete under the announced terms, which may take longer than six
months.
KEY RATING DRIVERS
Expected Linkage Consideration: Assuming the announced transaction
closes as announced, Fitch would consider there to be a parent
subsidiary relationship between EQM and EQT. Fitch currently
assesses EQM based on its SCP without any direct linkage to EQT.
Fitch considers EQT's SCP to be stronger given EQT's debt reduction
management and strong FCF generation supported by its leading size
and acreage. Post the acquisition, Fitch expects to follow the
strong parent path. Legal incentives are expected to be weak given
the assumed lack of EQT's guarantee of EQM's debt obligations.
Strategic incentives are expected to be medium as EQM provides a
material competitive advantage and reasonably material financial
and asset value contribution to the combined company. Operational
incentives are expected to be high as the management decisions will
be fully integrated. Given the aforementioned expected linkage
considerations, Fitch expects to come to a top-down minus one
conclusion, resulting in an expected one-notch elevation of EQM's
ratings, once the transaction closes.
Near-Term Leverage Under Pressure: A large part of EQM's growth and
balance sheet improvement depends on Mountain Valley Pipeline's
(MVP) completion. Due to significant delays and cost overrun, EQM's
leverage increased to approximately 5.8x by YE 2023 and is expected
to tick higher prior to MVP completion. Fitch believes the MVP
joint venture's estimated cost of around $7.6 billion still carries
meaningful execution risk. Fitch further forecasts that accelerated
debt repayment in 2024 will largely dependent upon MVP project
level financing once the pipeline is in service. Fitch expects the
EBITDA leverage ratio to remain elevated at approximately 5.3x in
2024.
Fitch's leverage calculations differ from management's, as Fitch
includes the following in its calculations: i) dividends instead of
proportionate EBITDA from MVP joint venture in the EBITDA balance;
ii) 50% of ETRN's preferred shares in the debt balance.
Cash Flow Stability: EQM's operations are supported by long-term
contracts with firm reservations in the gathering and transmission
segments. Consistent with 2022, approximately 70% of 2023 revenues
came from firm reservation fees. This contract structure adds
stability to cash flows and protection from volumetric risk,
especially in a soft natural gas price environment. As of Dec. 31,
2023, the company's firm gathering contracts and firm transmission
and storage contracts have a weighted remaining life of
approximately 13 years and 12 years, respectively.
Limited Geographic and Counterparty Diversification: EQM's business
lines and geographic diversity are limited due to its strong ties
with EQT's production in the Appalachian region. Fitch believes
single-basin operators with large customer concentration are
typically exposed to outsized event risk, which could be triggered
by an operating issue at the large customer or any production
volatilities in the single basin.
Despite its location in one of the most prolific gas basins in the
U.S., EQM's growth is constrained by the flat to moderate
production growth of its exploration and production customers over
Fitch's forecast period. Producers in the region continue to
maintain capital discipline and prioritize FCF against the backdrop
of natural gas price volatility, basin takeaway constraints and
macroeconomic uncertainties.
DERIVATION SUMMARY
EnLink Midstream, LLC (BBB-/Stable) is a comparable peer for EQM.
Both companies generate over $1.0 billion in annual EBITDA. EnLink
operates in multiple basins and has a more diverse hydrocarbon
focus. Enlink is volume exposed and has approximately 10% commodity
exposure. EQM's revenues are substantially fee-based and
predominantly supported by firm reservation fees.
EQM has higher leverage than EnLink. Fitch expects EnLink's 2024
leverage to be approximately 4.0x. Due to the execution challenges
of the multi-year MVP project, Fitch expects EQM's leverage to be
5.3x at YE 2024.
The combined differences in the business and financial profiles
drive the two-notch difference in the standalone rating of the two
companies.
Upon the closing of EQT acquisition, EQM is expected to receive
strategic and operational support from EQT, which lowers its
business and financial risks.
KEY ASSUMPTIONS
- Natural gas gathering volumes consistent with Fitch price deck
for Henry Hub prices of $3.25/thousand cubic feet (mcf) in 2024,
$3.00/mcf in 2025, and $2.75/mcf thereafter;
- MVP is in service before 3Q24, and the nonrecourse MVP project
financing occurs shortly after MVP reaches in service;
- Base interest rates per Fitch's Global Economic Outlook;
- 2024 growth capex $75 million higher than management's guidance;
- MVP expansion project completed towards the end of Fitch's
forecast period;
- No dividend growth expected in forecast period;
- No acquisitions, asset sales or equity issuance assumed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Absent credit support from EQT, EQM's IDR will receive one-notch
uplift upon closing of the EQT acquisition due to EQT's strategic
and operational support;
- EBITDA leverage sustained below 4.5x. The leverage is calculated
by referencing Equitrans Midstream Corporation's (ETRN)
consolidated leverage, e.g. adding the deemed debt portion of the
ETRN preferred shares to EQM debt.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage of over 5.5x for a sustained period;
- A change in operating profile such that EQM introduces a material
amount of non-fee-based contracts for its gathering business;
- A change in the financial policies set by ETRN that is materially
adverse to EQM's credit quality.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Satisfactory: As of Dec. 31, 2023, EQM had approximately
$894 million in liquidity. Cash on the balance sheet was about $259
million, and EQM had the ability to borrow approximately $635
million under the $1.55 billion senior unsecured credit facility.
Availability at Dec. 31, 2023 was governed by a leverage covenant
of 5.85x. As of Dec. 31, 2023, EQM was in compliance with its
covenants. Fitch expects EQM to maintain compliance with its
covenants in the near term.
The April 2026 maturity date reflects a one-year extension executed
in October 2023 for the above-mentioned senior unsecured credit
facility. The leverage covenant is being amended in February 2024
such that leverage cannot exceed 5.5x, with a maximum leverage of
6.0x for 1Q24, 6.25x for 2Q24, 5.85 for 3Q24, and 5.85x for 4Q24
and each fiscal quarter thereafter. Fitch believes these
adjustments provide EQM with headroom during a high MVP-related
capex period and delays to MVP's in-service date slow
deleveraging.
ISSUER PROFILE
EQM Midstream Partners, LP (EQM) is a wholly owned subsidiary of
Equitrans Midstream Corp (ETRN). EQM owns and operates gathering,
transmission, and water assets in the Appalachian basin, providing
services to producers, local distribution companies and marketers.
SUMMARY OF FINANCIAL ADJUSTMENTS
EQM forecast metrics referred to herein are calculated by
referencing ETRN financial statements, with an adjustment for the
preferred shares to reflect a 50% debt treatment and 50% equity
treatment. EBITDA in the forecast metrics reflects cash received
from EQT that is booked as deferred revenue rather than revenue;
when EQT payments eventually transition to where the deferred
revenue is being amortized into revenue, this amortization will be
removed from revenue to arrive at EBITDA.
Regarding unconsolidated affiliates, Fitch calculates midstream
energy companies' EBITDA by use of cash distributions from those
affiliates, rather than, for example, ratable EBITDA from those
affiliates.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
EQM Midstream
Partners, LP LT IDR BB Rating Watch On BB
senior unsecured LT BB Rating Watch On RR4 BB
EVERYTHING BLOCKCHAIN: Appoints Craig Stephens as Director
----------------------------------------------------------
Everything Blockchain Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on March 13, 2024, Eric C.
Jaffe resigned as director of the Company, effective immediately.
Mr. Jaffe's resignation was not the result of any disagreement
between him and the Company, Board of Directors or any committee of
the Board of Directors of the Company on any matter.
On March 14, 2024, the Board of Directors of Everything Blockchain
elected to appoint Mr. Craig T. Stephens as the Company's director
to fulfill the vacant director of the Board following the
resignation of Mr. Jaffe.
Mr. Stephens founded Alamo City Engineering Services, Inc. in 2001,
and serves as its president and chief executive officer. ACES is a
large, privately held solutions firm that provides IT and
cybersecurity services to public and private entities. Earlier in
his career, Mr. Stephens spent twenty years in the U.S. Navy
obtaining the rank of Command Master Chief. Mr. Stephens is a
member of the Disabled American Veterans, Fleet Reserve
Association, Veterans of Foreign Wars, and the American Legion.
Mr. Stephens holds a Master of Science degree in International
Relations from Troy State University, as well as numerous industry
certifications.
About Everything Blockchain
Headquartered in Fleming Island, Florida, Everything Blockchain,
Inc. (fka OBITX, Inc.) is primarily engaged in the business of
consulting and developing blockchain and cybersecurity related
solutions. Everything Blockchain is a technology company that is
blending blockchain, zero-trust, and database management technology
to create a platform to solve real world, practical business
problems.
Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated May 1, 2023, citing that the Company suffered losses
from operations in all years since inception, except for the year
ended Jan. 31, 2022. These and other factors raise substantial
doubt about the Company's ability to continue as a going concern.
EXPANSION INDUSTRIES: Seeks to Hire DeMarco Mitchell as Counsel
---------------------------------------------------------------
Expansion Industries, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ DeMarco Mitchell,
PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Expansion Industries
Expansion Industries, LLC files its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-41828) on Sep. 29, 2023. In the petition signed by Kelly Winget,
president, the Debtor estimated up to $50,000 in assets and up to
$50 million in liabilities.
Judge Brenda T. Rhoades oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
FAIRPORT BAPTIST: PCO Says Patient Care Remains Stable
------------------------------------------------------
Eric Huebscher, the court-appointed patient care ombudsman, filed
his 11th report regarding the quality of patient care provided at
the nursing home operated by Fairport Baptist Homes and its
affiliates.
During the period from Jan. 6 to March 8, the PCO visited the site
once and met with key employees.
The PCO continued with bi-weekly phone calls with Fairport's senior
leadership. During these calls, Fairport informed the PCO of any
material changes, which may have had an impact on patient care. He
updated, for the most part, on the sale and financing process by
both the seller and the buyer's representative.
In his report, the PCO noted that Fairport continued to maintain
stable and uninterrupted health services to its residents. The
resident census has remained stable at approximately 90 residents.
The healthcare providers continue to recruit qualified candidates
as well as continuing to shift agency personnel to employees.
The PCO and Fairport's senior management and personnel have
continued to work in a professional and cordial manner. This has
enabled the PCO to efficiently discharge his responsibilities and
ensure that patient care is monitored in an appropriate fashion.
The PCO encourages the healthcare provider to be timelier and more
transparent in its disclosures of information to the PCO,
especially related to staffing issue.
As of March 8, patient care has not been compromised and remains
stable.
A copy of the tenth PCO report is available for free at
https://urlcurt.com/u?l=YRU56f from PacerMonitor.com.
About Fairport Baptist Homes
Fairport Baptist Homes and its affiliates, Fairport Baptist Homes
Adult Care Facility, Inc., FBH Community Ministries and FBH
Distinctive Living Communities, Inc., operate skilled nursing care
facilities.
Fairport Baptist Homes owns a New York-licensed 142-bed residential
health care facility at the FBH campus in Fairport, N.Y., and 42
independent living units known as Deland Acres.
On May 6, 2022, Fairport Baptist Homes and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No.
22-20220). In the petition filed by Fairport President Thomas H.
Poelma, Fairport Baptist Homes listed $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as
bankruptcy counsel and Pullano & Farrow, PLLC as special counsel.
Epiq Corporate Restructuring, LLC is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 2,
2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the
committee's legal counsel and financial advisor, respectively.
Eric M. Huebscher, the patient care ombudsman appointed in the
Debtors' cases, is represented by Kelly C. Griffith, Esq., at
Harris Beach, PLLC.
FINANCIAL STRATEGIES: Seeks to Hire DeMarco Mitchell as Counsel
---------------------------------------------------------------
Financial Strategies Acquisition Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
DeMarco Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Financial Strategies Acquisition
Financial Strategies Acquisition Corp. filed Chapter 11 petition
(Bankr. E.D. Tex. Case No. 23-42345) on Dec. 6, 2023. In the
petition signed by Alexander Schinzing, chief executive officer,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Brenda T. Rhoades oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
FIRSTOX LAB: Court OKs Sale of Assets to Clear Health for $300,000
------------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Firstox
Laboratories, LLC to sell some of its assets to Clear Health Pass
Holdings, LLC.
Judge Edward Morris of the U.S. Bankruptcy Court for the Northern
District of Texas approved the sale agreement between Firstox and
the buyer, which made a $300,000 offer for the assets.
The assets include the company's laboratory equipment, intellectual
property, inventory and other assets used to operate its business.
The assets are being sold "free and clear" of liens, claims,
encumbrances, and other interests, according to the sale agreement,
which requires the consummation of the deal by March 22.
About Firstox and Premier Medical
Firstox Laboratories, LLC and Premier Medical, Inc. filed Chapter
11 petitions (Bankr. N.D. Texas Lead Case No. 23-42095) on July 20,
2023. At the time of the filing, Firstox reported $50,000 to
$100,000 in assets and $1 million to $10 million in liabilities
while Premier Medical reported $10 million to $50 million in both
assets and liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Bonds Ellis Eppich Schafer Jones, LLP as legal
counsel.
FOREST GLEN: Seeks to Tap Certilman Balin Adler & Hyman as Counsel
------------------------------------------------------------------
Forest Glen Realty, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Certilman
Balin Adler & Hyman, LLP as bankruptcy counsel.
The firm will render these services:
(a) represent the Debtor in this Chapter 11 case; and
(b) perform all legal services to the Debtor which may be
necessary herein.
Mohan Jolly, the Debtor's general manager, paid the firm a retainer
in the amount of $25,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Richard McCord, Esq., a member at Certilman Balin Adler & Hyman,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard J. McCord, Esq.
Robert D. Nosek, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, NY 11554
Telephone: (516) 296-7000
Email: rmccord@certilmanbalin.com
About Forest Glen Realty
Forest Glen Realty LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-70716) on Feb.
26, 2024. In the petition signed by Mohan Jolly, president, the
Debtor disclosed with up to $10 million in both assets and
liabilities.
Judge Louis A. Scarcella oversees the case.
Certilman Balin Adler & Hyman, LLP serves as the Debtor's counsel.
GAFC SERVICES: Bid to Sell Carolina Property Held in Abeyance
-------------------------------------------------------------
A U.S. bankruptcy judge has ordered to temporarily suspend GAFC
Services, LLC's motion to sell its real property in Puerto Rico.
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico ordered to hold the sale motion in abeyance
until the court's resolution of the motion filed by the U.S.
Trustee for Region 21 to dismiss the company's Chapter 11 case.
Last month, GAFC asked for court approval to sell in a private deal
its real property located at Urb. San Anton, Carolina, P.R.
Oriental Speed, Inc., the proposed buyer, offered $630,000 for the
property.
GAFC will use the proceeds from the sale to pay the secured claim
of Victor Garcia Perez and his wife in the amount of $500,000,
according to court filings.
About GAFC Services
GAFC Services, LLC owns two properties in Puerto Rico valued at
$1.98 million.
GAFC Services filed Chapter 11 petition (Bankr. D.P.R. Case No.
23-02567) on August 18, 2023, with $2,245,501 in assets and
$1,565,422 in liabilities. Juan Carlos Arocha, president, signed
the petition.
Judge Mildred Caban Flores oversees the case.
Jacqueline Hernandez, Esq., at Hernandez Law Offices represents the
Debtor as bankruptcy counsel.
GARNER ROAD: Hires Everett Gaskins Hancock Tuttle Hash as Counsel
-----------------------------------------------------------------
Garner Road Community Center, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Everett Gaskins Hancock Tuttle Hash, LLP as bankruptcy
counsel.
The firm will render these services:
(a) undertake any and all steps and actions necessary to
authorize the use of cash collateral under Sec. 363 of the
Bankruptcy Code, if applicable;
(b) advise the Debtor concerning its powers and duties in the
continued management, operation, and reorganization of its
business;
(c) review any claims asserted against the Debtor by its
creditors, equity holders, and parties in interest;
(d) represent the Debtor's interests at the Meeting of
Creditors under Sec. 341 of the Bankruptcy Code, and at any other
hearing or conference scheduled in the bankruptcy case before the
court related to the Debtor;
(e) attend any meetings, conferences, and negotiations with
representatives of creditors and other parties in interest;
(f) review and examine, if necessary, any transfers that may
be avoided as preferential or fraudulent transfers under the
appropriate provisions of the Bankruptcy Code;
(g) take any necessary actions to protect and preserve the
Debtor's estate;
(h) prepare, on behalf of the Debtor all motions,
applications, answers, orders, reports, and pleadings necessary to
the administration of the bankruptcy estate;
(i) prepare, on behalf of the Debtor, any plan of
reorganization, disclosure statement, and all related agreements
and/or documents, and take any necessary actions on behalf of the
Debtor to obtain confirmation of such plan of reorganization and
approval of such disclosure statement;
(j) represent the Debtor in connection with any potential
post-petition financing;
(k) advise the Debtor in connection with the sale or
liquidation, if applicable, of any assets and property to third
parties;
(l) appear before the court, or any such appellate court and
the Office of the Bankruptcy Administrator to protect the interests
of the Debtor and the bankruptcy estate;
(m) represent the Debtor with respect to any general,
corporate, or transactional matters that arise during the course of
the administration of the bankruptcy case; and
(n) assist and advise the Debtor with respect to negotiation,
documentation, implementation, consummation, and closing of any
corporate transactions.
The hourly rates of the firm's counsel and staff are as follows:
William H. Kroll, Attorney $375
James M. Hash, Attorney $375
Mindy T. Lee, Paralegal $135
In addition, the firm will seek reimbursement for expenses
incurred.
On February 20, 2024, the Debtor paid the firm a retainer of
$5,000.
Mr. Kroll disclosed in a court filing that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
William H. Kroll, Esq.
Everett Gaskins Hancock Tuttle Hash, LLP
220 Fayetteville Street, Suite 300
Raleigh, NC 27602
Telephone: (919) 755-0025
Facsimile: (919) 755-0009
Email: bill@eghlaw.com
About Garner Road Community Center
Garner Road Community Center, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00790)
on Mar. 8, 2024. In the petition signed by Antonio Knox or Joseph
Lee, board designees, the Debtor disclosed up to $10 million in
assets and up to $500,000 in liabilities.
Judge David M. Warren oversees the case.
William H. Kroll, Esq., at Everett Gaskins Hancock Tuttle Hash, LLP
serves as the Debtor's counsel.
GARNER ROAD: J.M. Cook Named Subchapter V Trustee
-------------------------------------------------
Brian Behr, the U.S. Bankruptcy Administrator for the Eastern
District of North Carolina, appointed J.M. Cook as Subchapter V
Trustee for Garner Road Community Center, Inc.
About Garner Road Community Center
Garner Road Community Center, Inc. is a community center in
Raleigh, N.C., which aims to provide opportunities through programs
for youth, families and adults to develop character and leadership.
The Debtor practices Christian values in order to develop the
total person in spirit, mind and body through character development
programs that will help empower children, families and Communities
to achieve lifelong successes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00790) on March 8,
2024, with $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities. Antonio Knox and Joseph Lee, Board
Designees, signed the petition.
Judge David M. Warren presides over the case.
William Kroll, Esq., at Everett Gaskins Hancock Tuttle Hash, LLP
represents the Debtor as legal counsel.
GETTY IMAGES: S&P Alters Outlook to Stable, Affirms 'B+' ICR
------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from positive and
affirmed its 'B+' issuer credit rating on U.S.-based Getty Images
Inc. At the same time, S&P raised its issue-level rating on the
unsecured debt one-notch to 'B+' from 'B' and revised the recovery
rating to '4' from '5' because of lower debt. The ratings on the
secured debt are unchanged.
The stable outlook reflects S&P's view that Getty Images will
increase subscriber counts, leading to modest organic growth
against soft macroeconomic conditions; maintain margins in the
low-30% area; and pursue prudent financial policies.
S&P said, "The outlook revision reflects weaker profitability
leading to credit metric deterioration. We previously expected
credit metrics to strengthen after the special-purpose acquisition
company merger through higher EBITDA margins, leading to an
improvement in credit metrics. However, performance softened
beginning in the second quarter of 2023 and through the end of the
year, leading to EBTIDA margins declining by about 100 basis points
to 33% for fiscal 2023. As macroeconomic conditions remained
subdued and the Hollywood actors and writers strikes persisted,
demand in the company's creative and editorial segments decreased.
We view the company's efforts to repay debt with excess generated
cash flows as credit positive.
"We expect performance to remain soft in 2024 as the company faces
persistent headwinds that could drive a slowdown in volumes and
customer retention. Still, we think the company's subscriber count
will continue to grow, and its attractive subscription-based model
(accounts for nearly 55% of revenue in fourth quarter 2023) should
partially mitigate risks relating to lower demand due to the
economic environment. We believe the editorial segment will face an
increase in demand because of the Summer Olympics and an increase
in advertising spending from the upcoming government elections.
These less-frequent occurrences typically provide an upswing in
revenue for the period because they drive up demand for Getty
Images' content. We think margins will modestly improve as the
negative impacts from the strikes and litigation costs taper off,
likely to occur in the second half of this year. Our operating
assumptions could lead to leverage improving modestly above 4x,
which is commensurate with our current ratings and outlook.
"We believe Getty Images will maintain a prudent financial policy
focused on cash generation and debt reduction. The company used
cash flows to reduce debt in 2023, which helped to soften the
impact from lower earnings in our leverage calculation. We forecast
the company will generate sufficient free operating cash flow of
about $100 million this year, which will support its discretionary
debt-reduction initiatives. Our view is supported by the company's
public commitment to reduce leverage to 2.5x–3x in the next 24
months.
"We continue to monitor risk from artificial intelligence (AI) to
develop images that could be a threat to Getty Images. AI is in
nascent stages for the industry and we think greater threats could
develop in the medium term. Getty Images' AI strategy, which
includes a partnership with NVIDIA to develop and curate generative
image offerings based on its vast content and data, should provide
a competitive advantage and offer unique capabilities to drive
revenue opportunities, in our view.
"The stable outlook reflects our view that the company's business
initiatives will support modest revenue and EBITDA growth, such
that leverage could be maintained in the low- to mid-4x area in the
next year."
GLENS FALLS: Seeks to Hire Boyle Legal as Bankruptcy Counsel
------------------------------------------------------------
Glens Falls RE Holdings Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to employ
Boyle Legal, LLC as its bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor of its powers and duties in the
continued operation of its business and the management of its
property;
(b) take necessary actions to avoid liens against the Debtor's
property, remove restraints against its property, and such other
actions to remove any encumbrances and liens which are avoidable,
which were placed against its property before the filing of the
petition instituting this proceeding and at a time when it was
insolvent;
(c) take necessary action to enjoin and stay until final
decree herein any attempts by secured creditors to enforce liens
upon the property of the Debtor in which its property has
substantial equity;
(d) represent the Debtor in any proceedings which may be
instituted in this court by creditors or other parties in interest
during the course of this proceeding;
(e) prepare necessary pleadings, answers, orders, reports, and
other legal papers; and
(f) perform all other bankruptcy legal services for the Debtor
during the pendency of this case.
Michael Boyle, Esq., an attorney and a partner at Boyle Legal, will
be paid at his hourly rate of $375.
The firm also received a retainer in the amount of $12,000 from the
Debtor.
Mr. Boyle disclosed in a court filing that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael Boyle, Esq.
Boyle Legal, LLC
64 2nd Street
Troy, NY 12180
Telephone: (518) 407-3121
Email: mike@boylebankruptcy.com
About Glens Falls RE Holdings
Glens Falls RE Holdings, Inc., a company that is primarily engaged
in renting and leasing real estate properties, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case
No. 24-10274) on Mar. 11, 2024. In the petition signed by Stephen
Frank, president, the Debtor disclosed $1,734,366 in assets and
$2,672,951 in liabilities.
Michael Boyle, Esq., at Boyle Legal, LLC serves as the Debtor's
legal counsel.
GROM SOCIAL: Amends November 2023 SPA With Generating Alpha
-----------------------------------------------------------
Grom Social Enterprises, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on March 11, 2024, it
entered into a second amendment agreement to the Securities
Purchase Agreement originally dated Nov. 9, 2023 and previously
amended on Nov. 20, 2023 with Generating Alpha Ltd., a Saint Kitts
and Nevis Corporation.
The Second Amendment amended the November 2023 SPA by (1) deleting
Section 2.01(b) thereof in its entirety and replacing it with a new
Section 2.01(b), pursuant to which the exercise price of each of
Warrant A, which was issued by the Company at the First Closing,
and Warrant C, which will be issued at the Second Closing, has been
amended from $1.78 per share of the Company's Common Stock, par
value $0.001 per share, to $0.001 per share, and (2) inserting a
new Section 6.10, pursuant to which the Company shall promptly
effect a reverse stock split in the event that the closing price of
the Common Stock falls below $0.25 per share for a period of five
consecutive Trading Days.
In connection with the Second Amendment, the Company also entered
into an amendment to the Convertible Promissory Note originally
dated Nov. 9, 2023, with the Investor, pursuant to which Section
1.1(a) of the Note was amended to add that in no event shall the
Conversion Price be less than $0.25.
March 2024 SPA
On March 11, 2024, the Company entered into a Securities Purchase
Agreement with the Investor, pursuant to which the Company has
agreed to issue and sell to the Investor from time to time up to
$25 million of Common Stock.
Pursuant to the March 2024 SPA, the Company may require the
Investor to purchase shares of Common Stock by delivering Put
Notices (as defined in the March 2024 SPA) to the Investor, subject
to certain conditions set forth therein, at a purchase price of 85%
of the lowest traded price of the Common Stock during the 10
Trading Days (as defined in the March 2024 SPA) immediately
preceding the date 10 business days after the date the Put Shares
(as defined in the March 2024 SPA) have been accepted and cleared
by the Investor’s brokerage firm. The Company has agreed to
issue to the Investor a commitment fee of a Common Stock Purchase
Warrant for 2,314,814 shares of Common Stock with an exercise price
of $0.001 per share.
In connection with the March 2024 SPA, the Company entered into a
Registration Rights Agreement with the Investor, pursuant to which
the Company has agreed to use its commercially reasonable efforts
to file a registration statement with the SEC on a date no later
than 60 days following the date thereof and to have the
Registration Statement declared effective by the SEC within 30
calendar days, but no more than 90 calendar days, after the Company
has filed the Registration Statement.
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.
H&H ENTERPRISES: Daniel Etlinger Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Daniel Etlinger of
Underwood Murray, P.A. as Subchapter V trustee for H&H Enterprises
of PC BCH, LLC.
Mr. Etlinger 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. Etlinger declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Daniel E. Etlinger
Underwood Murray, P.A.
100 N. Tampa Street, Suite 2325
Tampa Florida 33602
(813) 540-8401
Email: detlinger@underwoodmurray.com
About H&H Enterprises
H&H Enterprises of PC BCH LLC, doing business as Sandbar, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Fla. Case No. 24-50032) on March 6, 2024, with $165,486 in
assets and $1,086,708 in liabilities. Craig K Harris, MGRM, signed
the petition.
Michael A. Wynn, Esq., at Wynn & Associates, PLLC represents the
Debtor as legal counsel.
HELIUS MEDICAL: Board Approves Second Amended Bylaws
----------------------------------------------------
Helius Medical Technologies, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that on March 12, 2024,
the Board of Directors of the Company approved and adopted the
Company's Second Amended and Restated Bylaws, which became
effective the same day. Among other things, the amendments
contained in the Second Amended and Restated Bylaws:
* Reduce the quorum requirement for all meetings of stockholders
of the Company from a majority of the voting power of the
outstanding shares of stock entitled to vote to one-third of the
voting power of the outstanding shares of stock entitled to vote.
* Address the universal proxy rules adopted by the U.S.
Securities and Exchange Commission, by providing that no person may
solicit proxies in support of a director nominee other than the
Board's nominees unless such person has, or is part of a group that
has, complied with Rule 14a-19 under the Securities Exchange Act of
1934, as amended, including applicable notice and solicitation
requirements.
* Update disclosure requirements in connection with stockholder
nominations of directors and submissions of proposals regarding
other business at stockholder meetings (other than proposals to be
included in the Company's proxy materials pursuant to Rule 14a-8
under the Exchange Act), including, without limitation,
disclosure of derivative security interests and material interests,
agreements and relationships between a proposing stockholder (and
other participants in a solicitation) and the Company as well as
between proposed director nominees and a proposing stockholder and
providing that the Board may request a proposing stockholder or
proposed director nominee to provide additional information as
reasonably required by the Board.
* Require a stockholder or group of stockholders calling a
special meeting in order to nominate a person to the Board to hold
10% of the votes at the meeting, to be a stockholder at the time of
the notice, and at the record date of the meeting.
* Clarify personal jurisdiction and service of process matters
for foreign actions.
The Second Amended and Restated Bylaws also incorporate certain
technical, modernizing, clarifying and conforming changes,
including to reflect updates in the Delaware General Corporation
Law.
About Helius Medical
Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/
-- is a neurotech company in the medical device field focused on
neurologic deficits using orally applied technology platform that
amplifies the brain's ability to engage physiologic compensatory
mechanisms and promote neuroplasticity, improving the lives of
people dealing with neurologic diseases.
Helius Medical reported a net loss of $14.07 million for the year
ended Dec. 31, 2022, compared to a net loss of $18.13 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company
had $8.85 million in total assets, $5.83 million in total
liabilities, and $3.02 million in total stockholders' equity.
Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 9, 2023, citing that the Company has recurring
losses from operations, an accumulated deficit, expects to incur
losses for the foreseeable future and requires additional working
capital, thus raising substantial doubt about the Company's ability
to continue as a going concern.
As of September 30, 2023, the Company had cash, cash equivalents
and warrant proceeds receivable from the issuance of Common Stock
of $7.0 million. For the nine months ended September 30, 2023, the
Company had an operating loss of $10.2 million, and as of September
30, 2023, its accumulated deficit was $158.9 million. For the nine
months ended September 30, 2023, the Company had $0.5 million of
net revenue from the commercial sale of products. The Company
expects to continue to incur operating losses and net cash outflows
until such time as it generates a level of revenue to support its
cost structure. There is no assurance that the Company will
achieve profitable operations, and, if achieved, whether it will be
sustained on a continued basis. These factors indicate substantial
doubt about the Company's ability to continue as a going concern
within one year after the date the consolidated financial
statements were filed, Helius said in its Quarterly Report for the
period ended Sept. 30, 2023.
HERITAJE BNB: Seeks to Hire Peter M. Daigle as Bankruptcy Counsel
-----------------------------------------------------------------
Heritaje BNB, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to employ The Law Office of Peter M.
Daigle as bankruptcy counsel.
The firm will render these services:
(a) assist and advise the Debtor relative to the
administration of this proceeding;
(b) represent the Debtor before the Bankruptcy Court and
advise on all pending litigations, hearings, motions, and of the
decisions of the Bankruptcy Court;
(c) review and analyze all applications, orders, and motions
filed with the Bankruptcy Court by third parties in this proceeding
and advise the Debtor thereon;
(d) attend all meetings conducted pursuant to section 341(a)
of the Bankruptcy Code and represent the Debtor at all
examinations;
(e) communicate with creditors and all other parties in
interest;
(f) assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor, and
prepare witnesses and review documents in this regard;
(g) confer with all other professionals;
(h) assist the Debtor in its negotiations with creditors or
third parties concerning the terms of any proposed plan of
reorganization;
(i) prepare, draft, and prosecute the plan of reorganization
and disclosure statement; and
(j) assist the Debtor in performing such other services as may
be in the interest of the Debtor and the estate and perform all
other required legal services.
The hourly rates of the firm's counsel and staff are as follows;
Senior Attorneys $450
Associate Attorneys $325
.
Peter Daigle, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Peter M. Daigle, Esq.
The Law Office of Peter M. Daigle
1550 Falmouth Road, Suite 10
Centerville, MA 02632
Telephone: (508) 771-7444
About Heritaje BNB
Heritaje BNB LLC filed Chapter 11 petition (Bankr. D. Mass. Case
No. 24-40162) on February 16, 2024. In the petition signed by Oorja
Batra, president, the Debtor disclosed under $1 million in both
assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
The Law Office of Peter M. Daigle represents the Debtor as counsel.
HEYCART INC: Court OKs Cash Collateral Access Thru April 26
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, authorized Heycart, Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
through April 26, 2024.
To satisfy the rights of (i) Amazon Capital Services, Inc., (ii)
SellersFunding International Portfolio Ltd., (iii) the Small
Business Administration, and (iv) 8fig Inc. to adequate protection
of their interests in the Debtor's cash collateral, the Secured
Creditors are granted, pursuant 11 U.S.C. sections 361, 363, and
552(b), a valid, attached, choate, enforceable, perfected,
post-petition security interests and liens in and against all
postpetition assets of the Debtor of the same character and type,
to the same nature, extent, validity, and priority that existed
prepetition, and to the extent of diminution in value of the
Secured Creditors' collateral caused by the Debtor's use of cash
collateral.
On an interim basis, the Debtor will, as further adequate
protection of the Secured Creditors' interests in cash collateral,
pay monthly adequate protection payments as follows:
1. ACS - $25,000
2. Sellers Funding - $12,500
3. SBA - $335
4. 8fig - $45,000
The Debtor sells products on Amazon.com, which is crucial for their
business operations. Amazon and the Debtor have a Business
Solutions Agreement, which allows them to sell products on the
Amazon Store. The Debtor's sale proceeds are held in an Amazon
seller account. Amazon is authorized to net fees, expenses, and
reimbursements from the Debtor's sales proceeds before the petition
date. Amazon is also authorized to net advertising fees from the
Amazon Seller Account. Disputes regarding these amounts during the
bankruptcy case will be subject to bankruptcy court jurisdiction.
In addition, the Secured Creditors will hold allowed administrative
claims under 11 U.S.C. Section 507(b) with respect to the adequate
protection obligations of the Debtor to the extent that the
replacement liens and post-petition collateral do not adequately
protect the diminution in value of the interests of Secured
Creditors in their prepetition collateral. The administrative
claims will be payable from and have recourse to all prepetition
and post-petition property of the Debtor and all proceeds thereof.
The liens on post-petition collateral will be in addition to any
prepetition liens held by Secured Creditors, and will remain in
full force and effect notwithstanding any subsequent conversion or
dismissal of the case.
To the extent that any prepetition obligations to Amazon are paid
post-petition in the ordinary course of retail transactions
commenced prepetition and concluded post-petition, such payments
are authorized under the doctrine of necessity as consistent with
the ordinary course of the Debtor's business and to avoid
disruption to the business and the Debtor's customers.
A continued hearing on the matter is set for April 24 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=mVslhh
from PacerMonitor.com.
About Heycart Inc.
Heycart Inc. is primarily engaged in selling utensils, ceramic
dishes, reusable labels and wine accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10483) on February
28, 2024. In the petition signed by Aiden Chien, chief operating
officer, the Debtor disclosed $1,231,380 in assets and $23,500,047
in liabilities.
Judge Theodor Albert oversees the case.
Zev Schechtman, Esq., at DANNING, GILL, ISRAEL & KRASNOFF, LLP,
represents the Debtor as legal counsel.
HOUSE OF DEAR: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
------------------------------------------------------------------
House of Dear Hair Salon, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
DeMarco Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About House of Dear Hair Salon
House of Dear Hair Salon, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-30068) on Jan 5, 2024. In the petition signed by Holly Dear,
managing member, the Debtor disclosed under $1 million in both
assets and liabilities.
Judge Stacey G. Jernigan oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
INFINERA CORP: Receives Noncompliance Notice From Nasdaq
--------------------------------------------------------
Infinera Corp. announced that it received an expected delinquency
notification letter from the Listing Qualifications Staff of The
Nasdaq Stock Market LLC on March 15, 2024.
The Notice indicated that Infinera was not in compliance with
Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely
file its Annual Report on Form 10-K for the year ended Dec. 30,
2023, as described more fully in Infinera's Form 12b-25
Notification of Late Filing filed with the Securities and Exchange
Commission on Feb. 29, 2024. The Listing Rule requires listed
companies to timely file all required periodic financial reports
with the SEC.
Nasdaq has informed Infinera that it must submit a plan of
compliance by May 14, 2024 addressing how it intends to regain
compliance with Nasdaq's listing rules. As previously disclosed,
Infinera was delayed in its year-end closing process due to the
matters described in the Company's 12b-25. Infinera will continue
to work diligently to complete and file the Form 10-K as soon as
practicable and will work diligently to submit the Plan promptly
and take the necessary steps to regain compliance as soon as
practicable.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and a global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of automation software offerings, and support
and professional services. Leveraging the Company's U.S.-based
compound semiconductor fabrication plant ("fab") and in-house
packaging capabilities, the Company designs, develops, and
manufactures industry-leading indium phosphide-based photonic
integrated circuits ("PICs") for use in Infinera's vertically
integrated, high-capacity optical communications products.
Infinera reported a net loss of $76.04 million in 2022, a net loss
of $170.78 million in 2021, a net loss of $206.72 million in 2020,
and a net loss of $386.62 million in 2019.
INKNOVATE LLC: Seeks to Hire The Batista Law Group as Counsel
-------------------------------------------------------------
Inknovate, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ The Batista Law Group, PSC to
handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Jesus E. Batista Sanchez, Esq. $300
Associates $250
Paralegals $125
Jesus Batista Sanchez, Esq., an attorney at The Batista Law Group,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jesus E. Batista Sanchez, Esq.
The Batista Law Group, PSC
San Juan, PR 00919
Telephone: (787) 620-2856
Facsimile: (787) 777-1589
Email: jeb@batistasanchez.com
About Inknovate LLC
Inknovate, LLC filed its voluntary petition for relief under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case
No. 24-00908) on Mar. 7, 2024, listing under $1 million in both
assets and liabilities.
Jesus E. Batista Sanchez, Esq., at The Batista Law Group, PSC
represents the Debtor as legal counsel.
INNOVATIVE NURSING: Seeks Cash Collateral Access
------------------------------------------------
Innovative Nursing Solutions and Hospice Care LLC asks the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, for authority to use cash collateral in accordance with
the amended budget.
On January 16, 2024, the Court entered the Notice of Hearing and
Second Interim Consent Order Authorizing Use of Cash Collateral,
authorizing Debtor to use cash collateral in accordance with the
Debtor's proposed Six-Month Budget.
After entry of the Second Interim Cash Collateral Order, the Debtor
recognized that it had failed to include the following items in the
Monthly Budget:
Marketing - $1200; and
Office Supplies - $350.
In addition, the cost of the Debtor's premium for General Liability
insurance increased more than the 10% variance Debtor was permitted
in its expenditures.
These items -- general liability insurance, marketing and offices
supplies -- are essential to the operation of the Debtor's business
and its reorganization.
The Debtor has presented the Amended Budget to counsel for the U.S.
Small Business Administration, the Debtor's principal secured
creditor, and is informed that the SBA has objection to the Amended
Budget.
A hearing on the matter is set for April 11, 2024 at 10:15 p.m.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=8YvLpp from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$104,602 for March 2024;
$99,511 for April 2024;
$128,662 for May 2024; and
$101,399 for June 2024.
About Innovative Nursing Solutions
and Hospice Care LLC
Innovative Nursing Solutions and Hospice Care LLC in Conyers, GA,
filed its voluntary petition for Chapter 11 protection (Bankr. N.D.
Ga. Case No. 23-62548) on December 19, 2023, listing $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Phyllis Dove-Edwin, president/member-manager, signed the petition.
THE WRIGHT LAW ALLIANCE, P.C. serve as the Debtor's legal counsel.
INTELLIPHARMACEUTICS: Transfers Listing to NEX; Has New Stock Plan
------------------------------------------------------------------
Intellipharmaceutics International Inc. announced its listing on
NEX, a separate board of the TSX Venture Exchange.
The Company has applied to transfer its listing from the TSX to
TSXV as previously disclosed. However, as the Company is currently
subject to a Cease Trade Order issued by the Ontario Securities
Commission for failure to satisfy financial reporting requirements
(as previously disclosed on March 6, 2024), the Company will be
transferred to NEX. If the Company comes back into good standing
with the securities commissions and its continuous disclosure
obligations, it can apply for a reactivation of its listing on
TSXV.
The Company will be voluntarily delisted from the TSX at the close
of March 25, 2024 and will be listed on the NEX at the open of
March 26, 2024. According to Section 720 of the TSX Company
Manual, shareholder approval is not required as an acceptable
alternative market will exist for the listed securities.
Upon the transfer of its listing to NEX, the trading symbol of the
Company's common shares will change from "IPCI" to "IPCI.H". The
.H symbol extension differentiates NEX symbols from other symbols
on the main stock list of the TSXV. There is no change in the
Company's name or CUSIP number, and no consolidation of capital.
The Company's common shares will also continue to be listed on the
OTCQB Marketplace in the United States under the symbol "IPCIF".
The Company also announced that the TSXV has approved a new stock
option plan of the Company that will be subject to shareholder
approval at the next annual meeting of shareholders of the Company.
The new SOP is a rolling plan (with 10% of shares reserved for
issuance), which will replace all existing security based
compensation plans of the Company.
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to the efficient development of a wide range of existing
and new pharmaceuticals. Based on this technology platform, the
Company has developed several drug delivery systems and a pipeline
of products (some of which have received FDA approval) and product
candidates in various stages of development, including ANDAs filed
with the FDA (and one ANDS filed with Health Canada) and one NDA
filing, in therapeutic areas that include neurology,
cardiovascular, gastrointestinal tract ("GIT"), diabetes and pain.
Intellipharmaceutics reported a net loss and comprehensive loss of
$2.89 million for the year ended Nov. 30, 2022, compared to a net
loss and comprehensive loss of $5.14 million for the year ended
Dec. 31, 2021. As of Aug. 31, 2023, the Company had $1.56 million
in total assets, $14.44 million in total liabilities, and a total
shareholders' deficiency of $12.87 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated June 5,
2023, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
IRON EAGLE: Updates Iron Capital Secured Claims; Amends Plan
------------------------------------------------------------
Iron Eagle Inc., submitted an Amended Plan of Reorganization dated
March 11, 2024.
The Debtor proposes to restructure its current indebtedness and
continue its operations t provide a dividend to the creditors of
Debtor.
The Debtor intends to continue operations. It is anticipated that
after confirmation, the Debtor will continue in business. Based
upon the projections, the Debtor believes it can service the debt
to the creditors.
The Debtor will continue in business. The Debtor's Plan will break
the existing claims into 14 categories of Claimants. These
claimants will receive cash payments over a period of time
beginning on the effective date.
Class 12 consists of Allowed Secured Claim of Iron Capital Rentals
(USA) Inc. On or about February 8, 2022, the Debtor executed a Rent
to Purchase Agreement ("Agreement #1") with Iron Capital for the
rent to own of a 2019 John Deere 350 GLC Excavator s/n
1FF360GXCKF913896 ("Iron Capital Collateral #1"). On or about
February 8, 2022, the Debtor executed a Rent to Purchase Agreement
("Agreement #2") with Iron Capital for the rent to own of a 2019
John Deere 333GM Skid Steer S/N 1TO333GMTHF63585 ("Iron Capital
Collateral #2"). On or about February 8, 2022, the Debtor executed
a Rent to Purchase Agreement ("Agreement #3") with Iron Capital for
the rent to own of a 2020 John Deere 750k Dozer s/n
1T0750KXVF365551 ("Iron Capital Collateral; #3"). On or about
February 8, 2022, the Debtor executed a Rent to Purchase Agreement
("Agreement #4") with Iron Capital for the rent to own of a 2020
John Deere 850 Dozer s/n 1T0850LXALF369119.
The Debtor believes the Agreement are financing transactions.
Pursuant to the terms of this Plan, the Debtor shall reject
Agreement #1, Agreement #2, Agreement #3 and Agreement #4 and
return the Iron Capital Collateral #1, Iron Capital Collateral #2,
Iron Capital Collateral #3, and Iron Capital Collateral #4 to Iron
Capital. Iron Capital may file a claim for an Administrative Claim
to be treated under Class 1. The filing of this Plan constitutes a
rejection by the Debtor's Agreement with Iron Capital.
Like in the prior iteration of the Plan, the Debtor shall make 36
monthly payments of $5,000 each commencing on the effective date to
Class 13 Unsecured Claims.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Amended Plan dated March 11, 2024 is
available at https://urlcurt.com/u?l=gn4XZD from PacerMonitor.com
at no charge.
Proposed Attorneys for the Debtor:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Iron Eagle
Iron Eagle, Inc., operates an excavation company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-42145) on November 8,
2023. In the petition signed by Weinlein, president, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Brenda T. Rhoades oversees the case.
Eric Liepins, Esq., is the Debtor's legal counsel.
ISLAND BREEZE: Seeks to Hire Action Tax Relief as Tax Advisor
-------------------------------------------------------------
Island Breeze Grill, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Action
Tax Relief to prepare all federal, state, and local tax returns for
the calendar year 2023.
The firm will be paid a flat fee of $1,500 for its services.
Dwayne Dowden, a tax advisor at Action Tax Relief, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dwayne Dowden
Action Tax Relief
8601 Six Forks Road, Ste. 400
Raleigh, NC 27615
Telephone: (919) 539-5957
About Island Breeze Grill
Island Breeze Grill, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
24-00258) on January 26, 2024, listing under $1 million in both
assets and liabilities.
Judge David M. Warren oversees the case.
The Debtor tapped John G. Rhyne, Esq., as legal counsel and Dwayne
Dowden at Action Tax Relief as tax advisor.
ISLAND FAMILY: Seeks to Hire Branson Law as Bankruptcy Counsel
--------------------------------------------------------------
Island Family Health, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Branson Law,
PLLC as bankruptcy counsel.
The firm will render these services:
(a) prosecute and defend any causes of action on behalf of the
Debtor and prepare all necessary legal papers;
(b) assist in the formulation of a plan of reorganization; and
(c) provide all other services of a legal nature.
The hourly rates of the firm's attorneys and paralegals range from
$450 to $200.
The firm received an advance fee in the amount of $9,866 for
post-petition services and a filing fee of $1,738 from the Debtor.
Jeffrey Ainsworth, Esq., an attorney at Branson Law, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
Flentke Legal Consulting, PLLC, Of Counsel
Branson Law, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6934
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
jacob@flentkelegal.com
About Island Family Health
Island Family Health LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01091) on Mar.
5, 2024. In the petition signed by Nikolaos Kanellopoulos, managing
member, the Debtor disclosed $149,188 in assets and $2,000,809 in
liabilities.
Judge Grace E. Robson oversees the case.
Branson Law, PLLC serves as the Debtor's counsel.
IYS VENTURES: Court OKs Cash Collateral Access Thru May 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, granted IYS Ventures, LLC authority to use cash
collateral, on an interim basis through May 31, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
seeks cash collateral access to fund the payment of rent and
gasoline and the various management companies which pay the
necessary expenses associated with the operation of its business.
The creditors that may assert a security interest in and to the
Collateral are Byzfunder NY LLC, Fox Capital Group, Inc., Itria
Ventures, Samson Funding, and The Huntington National Bank.
Investigation into the priority and security of the Lien Claimants
is ongoing, however, the following represents the approximate claim
and basis for the secured liens:
a. Byzfunder may assert a security interest in the Collateral
pursuant to a Revenue Purchase Agreement and Security Agreement
dated October 25, 2022. Byzfunder's scheduled claim is in the
amount of $153,986.
b. Fox may assert a security interest in the Collateral
pursuant to a Future Receivables Sale and Purchase Agreement dated
November 23, 2022. Fox's scheduled claim is in the amount of
$444,005.
c. Itria asserts a security interest in the Collateral
pursuant to an agreement. Itria's scheduled claim is in the amount
of $1,492,109, which is disputed in part by the Debtor.
d. Samson may assert a security interest in the Collateral by
virtue of multiple Revenue Purchase Agreement and Security
Agreement dated, inter alia, April 8, 2022, November 21, 2022,
December 2, 2022, December 23, 2022, and March 2, 2023. Samson's
scheduled claim is in the amount of $4,091,514.
e. Huntington asserts a security interest in the Collateral by
virtue of an Order on Motion for Prejudgment Attachment dated March
16, 2023, in the case more commonly known as The Huntington
National Bank v. IYS Ventures, LLC, et al., Case No. 23-CV-01368
pending in the United States District Court for the Northern
District of Illinois.
The court ruled that as partial adequate protection to the Lien
Claimants and any other entity claiming a security interest in the
Collateral, the Lien Claimants are granted and will have
replacement liens in and to the Collateral which will have the same
validity, perfection, and enforceability as the pre petition liens
held by the Lien Claimants without any further action by the Debtor
or the Lien Claimants and without executing or recording any
financing statements, security agreements, or other documents.
A continued hearing on the matter is set for May 29 at 10:30 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=xToDVb from PacerMonitor.com.
About IYS Ventures
IYS Ventures LLC leases, owns and operates gas stations located in
Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota,
Virginia, Wisconsin, and Louisiana.
The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23,
2023. In the petition filed by Muwafak Rizek, as manager and
member, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.
Honorable Bankruptcy Judge David D. Cleary oversees the case.
The Debtor is represented by Gregory K Stern, Esq. at Gregory K.
Stern, P.C., represents the Debtor as legal counsel.
J&N REAL ASSET: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
-------------------------------------------------------------------
J&N Real Asset Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
DeMarco Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About J&N Real Assets Holdings
J&N Real Assets Holdings, LLC, a company in Roanoke, Texas, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Tex. Case No. 24-40413) on February 5, 2024, with $1
million to $10 million in both assets and liabilities. Chirag
Patel, managing member, signed the petition.
Judge Edward L. Morris oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
JACON LLC: Seeks Cash Collateral Access
---------------------------------------
Jacon, LLC asks the U.S. Bankruptcy Court for the District of
Minnesota for authority to use cash collateral and provide adequate
protection.
The Debtor requires the use of cash collateral for reasonable and
necessary expenses from April 1 to May 31, 2024.
The following secured lienholders have an interest in the cash
collateral:
a. Platinum Bank -- UCC Financing Statement filed on May 18, 2016,
June 14, 2021, September 24, 2021, and April 29, 2022, Filing
Numbers: 888850700027, 1239693100023, 1258171100020 and
1311732400020, with the Minnesota Secretary of State securing a
lien on all assets of the Debtor, including cash and receivables.
The Debtor owes approximately $5.219 million per the filed proof of
claim number 23.
b. United States Small Business Administration -- UCC Financing
Statement filed on May 23, 2020, Filing Number: 1160408103162, with
the Minnesota Secretary of State securing a lien on all assets of
the Debtor, including cash and receivables. The Debtor owes
approximately $303,129 per the filed proof of claim number 11.
c. There are other secured creditors, but these UCC financing
statements relate to specific items of collateral and not cash
collateral.
As and for adequate protection of the secured creditors' interest
in the cash collateral:
a. The Debtor will use cash to pay ordinary and necessary business
expenses and administrative expenses for the items and in such use
will not vary materially from the budget, except for variations
attributable to expenditures specifically authorized by Court
order.
b. The Debtor will grant the secured creditors replacement liens,
to the extent of the Debtor's use of cash collateral, in
post-petition inventory, cash, accounts, equipment, and general
intangibles, with such liens being of the same priority, dignity,
and effect as their respective prepetition liens.
c. The Debtor will carry insurance on its assets.
d. The Debtor will provide the secured creditors such reports and
documents as they may reasonably request.
e. The Debtor will afford the secured creditors the right to
inspect the Debtor's books and records and the right to inspect and
appraise the collateral at any time during normal operating hours
and upon reasonable notice to the Debtor and its attorneys.
A hearing on the matter is set for April 2, 2024 at 2:30 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=Sz1TU4
from Pacer Monitor.com.
About Jacon LLC
Jacon LLC is a demolition, excavating, and utilities contractor in
the St. Paul/Minneapolis area. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No.
23-31873) on September 12, 2023. In the petition signed by Jason
Jacobsen, president, the Debtor disclosed up to $10 million in both
assets and liabilities.
William J. Fisher oversees the case.
John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the
Debtor as legal counsel.
JIMMY MOTOR: Wins Cash Collateral Access Thru April 2
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Jimmy Motor Car Company, Inc. to use
cash collateral on an interim basis, in accordance with the budget,
through April 2, 2024.
The Debtor is authorized to use cash collateral to pay:
(a) amounts expressly authorized by the Court, including payments
to the Subchapter V Trustee and payroll obligations incurred
post-petition in the ordinary course of business in the amounts set
forth in the budget;
(b) the current and necessary expenses set forth in the budget,
plus an amount not to exceed 10% for each line item; and
(c) additional amounts as may be expressly approved in writing by
lender, Automotive Finance Corporation.
Kinetic Advantage, Corporation Service Company, XL Funding, LLC, CT
Corporation System, and or Westlake Flooring Copmany, LLC will have
a perfected post-petition lien against cash collateral and proceeds
acquired with cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable non-bankruptcy law. Additionally, provided the Debtor
sells any vehicle that is subject to any creditor's lien, the
Debtor will immediately remit the funds necessary to payoff the
lien on said vehicle to the floorplan lender and the floorplan
lender will immediately turnover title to the vehicle upon receipt
of the payoff amount. The Debtor will not use any cash collateral
to purchase new vehicles subject to another lender's lien without
further Court order. The Debtor will not dispose of any vehicle
inventory through trade.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued hearing on the matter is set for April 2 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=mEZlhq
from PacerMonitor.com.
About Jimmy Motor Car Company
Jimmy Motor Car Company, Inc. is a full-service used car dealer in
Orlando, Fla. Its used car inventory includes Acura, Audi, BMW,
Cadillac, Chevrolet, Dodge, Ford, GMC, Honda, Hyundai, INFINITI,
Jeep, Kia, Land Rover, Lexus, Lincoln, Mazda, Mercedes-Benz, MINI,
Mitsubishi, Nissan, Scion, Toyota and Volkswagen.
Jimmy Motor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00423) on January 30,
2024, with $1 million to $10 million in both assets and
liabilities. Junaid Iqbal, president, signed the petition.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP
represents the Debtor as legal counsel.
JKJC ENTERPRISE: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
JKJC Enterprise Inc. asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, for authority to use cash
collateral and provide adequate protection.
Funding Metrics may assert a first priority security interest in
the Debtor's cash and cash equivalents by virtue of a recorded
lien.
Additionally, inferior lien holders may claim an inferior interest
in the Debtor's cash and cash equivalents by virtue of alleged
liens on the Debtor's personal property.
Based on a public search of all UCC filings on the Florida
Secretary of State website, the Debtor has identified the following
Inferior Interests: Commercial Credit Group Inc., United States
Small Business Administration, CFG Merchant Solutions LLC, CHTD
Company, Secured Lender Solutions, LLC, CT Corporation System, TD
Bank N.A., Silverline Services Inc., Oxford Merchant Funding, LLC,
Finpoint Funding, LLC, and DLP Funding, LLC.
The cash collateral the Debtor seeks to use is comprised of cash on
hand and funds to be received from sales during the Debtor's normal
operations that are encumbered by the liens of the Secured
Creditors.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant Secured Creditors replacement liens to the extent
of any diminution in value, with such liens to have the same
validity, extent, and priority as their respective pre-petition
liens. The Debtor will operate on a positive cash flow basis during
the interim six-week period and asserts all interests on cash
collateral are adequately protected by the replacement liens.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=5HyCBa from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$30,931 for the week of March 24, 2024;
$30,931 for the week of March 31, 2024;
$30,931 for the week of April 7, 2024; and
$30,931 for the week of April 14, 2024.
About JKJC Enterprise Inc.
JKJC Enterprise Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01175) on March 11,
2024. In the petition signed by Katia Soler, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
JOANN INC: Board Elects Pamela Corrie as Class I Director
---------------------------------------------------------
JOANN, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on March 12, 2024, upon the recommendation
of the Nominating and Corporate Governance Committee of the board
of directors of the Company and pursuant to the Company's bylaws,
the Board increased the size of the Board from six to seven
directors and, in connection therewith, elected Pamela Corrie as a
Class I director, effective as of March 13, 2024, with a term
expiring at the Company's 2025 annual meeting of stockholders, to
fill the newly created vacancy.
In connection with her appointment to the Board, the Company and
Ms. Corrie entered into an agreement, pursuant to which Ms. Corrie
has agreed to serve as an independent director on the Board. The
Independent Director Agreement provides for a fixed monthly cash
fee of $30,000. This compensation is in lieu of the compensation
Ms. Corrie would otherwise be eligible to receive under the
Company's Non-Employee Director Compensation Policy. The Company
and Ms. Corrie also entered into an indemnification agreement,
pursuant to which the Company has agreed to indemnify Ms. Corrie to
the fullest extent permitted by law for any claims arising out of
her service to and activities on behalf of the Company as a member
of the Board.
Retention Bonus
On March 8, 2024, the Board approved a one-time cash bonus payment
in the amount of $400,000 to Scott Sekella, the Company's executive
vice president, chief financial officer and member of the Interim
Office of the chief executive officer, pursuant to a retention
bonus agreement.
The Retention Bonus is, among other things, subject to repayment by
Mr. Sekella in the event he voluntarily terminates his employment,
or if his employment is terminated for cause, within six months
following the grant of the Retention Bonus, as forth in the
Retention Bonus Agreement.
About JOANN
JOANN operates in the fabric and sewing industry with one of the
largest assortments of arts and crafts products. JOANN has
transformed itself into a fully-integrated, digitally-connected
omni-channel retailer.
JOANN reported a net loss of $200.6 million for the year ended Jan.
28, 2023.
* * *
As reported by the TCR on July 14, 2023, S&P Global Ratings lowered
its ratings on U.S.-based creative products retailer Joann Inc. to
'CCC' from 'CCC+'. The outlook is negative, reflecting the risk S&P
could lower its rating on Joann if liquidity deteriorates or the
company pursues a debt transaction that S&P views as tantamount to
default. S&P said weak operating performance and higher borrowing
costs are straining cash flow and liquidity.
JVK OPERATIONS: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized JVK Operations Limited and JVK Operations Ltd. of NJ to
use cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance.
Both Debtors have secured creditors who are secured by virtue of
security agreements and UCC filings with the Secretary of State in
New York and the New Jersey Department Of The Treasury Division Of
Revenue.
The secured creditors of JVK Operations are BNB Bank/Dime Comm,
Santander Bank, Small Business Administration, Corporation Service
Co. (As Representative), CIT Leasing, Pawnee Leasing, Navitas,
Ascentium Bank, and American Capital.
The secured creditors of JVK Operations of NJ are Santander Bank
NA, TD Bank NA, and BNB Bank.
The Debtors acknowledge and admit that as of the Petition Date, NY
JVK owed Dime Bank an aggregate principal amount of not less than
$1.228 million under several loan documents.
The Debtors acknowledge and admit that as of the Petition Date, JVK
NJ owed Dime Bank an aggregate principal amount of not less than
$923,987 under several loan documents.
The Debtors acknowledge and admit that as of the Petition Date,
Debtors owed Santander aggregate principal, interest and late
charges in an amount of not less than $216,854 under several loan
documents.
The court said all cash Collateral will only be used for: (i)
working capital; (ii) other general corporate purposes of the
Debtors; (iii) the satisfaction of the costs and expenses of
administering the Chapter 11 Cases, including, without limitation,
payment of any prepetition obligations that are necessary to
preserve the value of the Debtor's estates to the extent approved
by the Court; and (iv) Adequate Protection Obligations, and for no
other purpose, and will only be used and/or applied in accordance
with the terms and conditions of the Interim Order, including,
without limitation, the Budget.
As adequate protection for the use of cash collateral, Prepetition
Lenders are granted valid, binding, enforceable, and automatically
perfected post-petition liens that are co-extensive with
Prepetition Lender's prepetition liens and security interests in:
(i) all currently owned or hereafter acquired property and assets
of JVK NY and JVK NJ to the extent that such property and assets
constitute Prepetition Lender's collateral under the Loan
Documents.
To the extent the Replacement Liens granted to Prepetition Lenders
do not provide prepetition Lenders with adequate protection of its
interests in the cash collateral, Prepetition Lenders are granted
an allowed administrative expense claim in the Chapter 11 Cases
ahead and senior to any and all other administrative expense claims
in the Chapter 11 Cases to the extent of any postpetition
diminution in value of Prepetition Lenders interests in the
Prepetition Lender's Prepetition Collateral, including the Cash
Collateral.
As partial adequate protection to Dime Bank, JVK NY will make
payment of $12,000 on or before April 1, 2024.
As partial adequate protection to Santander under the Interim Order
the Debtors will make a payment of $4,000 on or before April 1,
2024.
Unless extended further with the written consent of the Prepetition
Lenders, the authorization granted to the Debtors to use cash
collateral under the Interim Order will terminate immediately upon
the earliest to occur of the following:
(i) April 15, , 2024 at 11:59 p.m. (Eastern Time), or the date
of any consensually adjourned hearing on the Motion, whichever is
later (note that uncashed checks written and dated on or before the
foregoing date, may still be cleared by the Debtors’ banks after
the foregoing date);
(ii) the entry of an order dismissing any Chapter 11 Case;
(iii) the entry of an order converting any Chapter 11 Case to a
case under Chapter 7;
(iv) the entry of an order appointing a trustee or an examiner
with expanded powers with respect to any Debtors' estates;
(v) entry of an order reversing, vacating, or otherwise
amending, supplementing, or modifying the Interim Order (unless
such modification was on consent of the Debtors and the
Prepetition Lenders);
(vi) entry of an order granting relief from the automatic stay
to any creditor (other than the Prepetition Lenders ) holding or
asserting a lien in the Prepetition Collateral (unless such relief
is specific to certain equipment of the Debtors and on consent of
Prepetition Lenders, which consent is not to be unreasonably
withheld or delayed); or
(viii) the Debtors' breach or failure to comply with any term or
provision of the Interim Order, after written notice to the
Debtor(s) and their counsel and two business days right to cure.
A final hearing on the matter is set for April 15, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=THhyzH
from PacerMonitor.com.
About JVK Operations Ltd.
JVK Operations Ltd. is a provider of linen and garments laundry
services for healthcare facilities on the East Coast. JVK was
founded in 2004 and has been servicing hospitals, nursing homes and
healthcare institutions. The Company's processing services include
sorting of the soiled linen, washing, drying, ironing packing and
delivery according to customer specifications.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70800) on March 1,
2024. In the petition signed by Vinod Samuel, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Robert E. Grossman oversees the case.
Robert J. Spence, Esq., at SPENCE LAW OFFICE, P.C., represents the
Debtor as legal counsel.
KALO CLINICAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kalo Clinical Research, LLC
350 East 400 South
Suite 237
Salt Lake City, UT 84111
Business Description: The Debtor is a clinical research site local
to the greater Salt Lake area in Utah,
providing people with the opportunity to
contribute to the development/advancement of
medicine that future generations will rely
on.
Chapter 11 Petition Date: March 18, 2024
Court: United States Bankruptcy Court
District of Utah
Case No.: 24-21124
Judge: Hon. Peggy Hunt
Debtor's Counsel: George B. Hofmann, Esq.
COHNE KINGHORN, P.C.
111 E. Broadway, 11th Floor
Salt Lake City, UT 84111
Tel: 801-363-4300
Fax: 801-363-4378
Total Assets as of March 14, 2024: $634,599
Total Liabilities as of March 14, 2024: $1,059,526
The petition was signed by Isabella M. Johnson as member, chief
executive officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2ZGGYKQ/Kalo_Clinical_Research_LLC__utbke-24-21124__0001.0.pdf?mcid=tGE4TAMA
KARINA TRANSIT: Yann Geron Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 2 appointed Yann Geron, Esq., at Geron
Legal Advisors, LLC as Subchapter V trustee for Karina Transit
LLC.
Mr. Geron will be paid an hourly fee of $850 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geron declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Yann Geron, Esq.
Geron Legal Advisors, LLC
370 Lexington Avenue, Suite 1101
New York, NY 10017
Phone: (646) 560-3224
Email: ygeron@geronlegaladvisors.com
About Karina Transit
Karina Transit, LLC offers taxi and limousine services in Brooklyn,
N.Y.
Karina Transit filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40999) on March 4,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Lawrence Pross, managing member, signed the
petition.
Judge Elizabeth S. Stong presides over the case.
Richard S. Feinsilver, Esq., represents the Debtor as legal
counsel.
KINDERCARE LEARNING: Fitch Lowers IDR to 'B+', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has downgraded KinderCare Learning Companies, Inc.'s
and KUEHG Corp.'s Long-Term Issuer Default Rating (IDR) to 'B+'
from 'BB-'. Fitch has also downgraded KUEHG's revolving facility
and term loan to 'BB'/'RR2' from 'BB+'/'RR1'. Fitch rates KUEHG's
new proposed $250 million incremental first lien term loan
'BB'/'RR2'. The Rating Outlook is Stable.
The downgrade reflects more aggressive capital structure associated
with proposed debt funded distribution to shareholders. Post the
transaction, Fitch estimates KinderCare to have EBITDAR leverage of
6.4x in 2024, above the previously established rating sensitivities
of 6x. In addition, Fitch estimates EBITDAR fixed charge coverage
near 1.5x, consistent with single-'B' rated peers. The company's
Long-Term IDR also reflects modest revenue growth and robust cash
flow generation FCF through the forecast.
KEY RATING DRIVERS
Leverage Profile: Fitch expects KinderCare's EBITDAR leverage to be
in the 5.8x-6.4x range over the next few years, which positions the
issuer at the High-'B' rating level in conjunction with its scale
and history of positive FCF generation. EBITDA leverage will likely
be meaningfully lower in the 3.5x-4.5x range due to the company
leasing its facilities. Rental expense from leasing totaled
approximately 15% of revenue in 2023 and Fitch believes lease
expenses will continue to be the same portion of revenue in rating
horizon
Competitive Landscape: Fitch views the company's solid footprint as
the largest private provider of early childhood education (ECE) in
the U.S. by center capacity as a credit positive, but acknowledges
that this is a highly fragmented, competitive industry. The company
had 1,557 early childhood education centers with a student capacity
of ~210,000 and 948 at before- and after-school sites,
respectively, as of Dec. 31, 2023.
KinderCare faces intense competition within the child-care industry
from a number of companies including scaled providers, smaller
regional providers and faith-based or local operators. Bright
Horizons, Kiddie Academy, Goddard, Primrose and the Learning Care
Group, Inc. brands (La Petite, Tutor Time and others) are
considered to be the closest competitors. In addition to ECE
offerings, the company serves school-age children at before- and
after-school programs. Competitors in this segment include YMCA and
other regional providers like Alphabest and Right at School.
Margin Contraction: KinderCare's margin has been volatile in recent
years due to government grants during the pandemic, and Fitch
expects margins could decline through 2024-2026 to the mid-teens.
The EBITDA margin was 10.2% in 2019 and dropped to 4.1% in 2020 due
to the impact of the pandemic. The company's government assistance
is related to both income and capital projects. KinderCare
recognizes income grants as revenue or as an offset to the related
expenses within the cost of services and selling, general and
administrative expenses. Fitch believes the effect of government
assistance will unwind in the rating horizon, and the margin will
be in the mid-teen level.
Modest Revenue Growth: Fitch expects total revenues to grow
modestly through its forecast period after the pandemic-induced
demand volatility ECE during FY2019-FY2021. The growth is mainly
driven by an expansion in center count and an increase in tuition
rate supported by offering high-quality service. In FY2023, the
company reached pre-pandemic occupancy rate of 71.1% from 47% in
2020. occupancy rates improved due to the organic maturation of
centers, continued momentum with employer sponsored programs, and
capacity leaving the market as stimulus funds roll-off.
In 2022, the company acquired Crème de la Crème, Inc. (Crème),
an entity that operates 47 ECE centers as a second, stand-alone
brand within KinderCare. This acquisition improves geographic and
price point diversification.
Solid FCF Generation: Fitch believes the company's business model
will support steady and predictable cash generation in the years to
come. KinderCare improved its cash generation profile materially
from negative $36 million of FCF in 2020 to generating positive FCF
during FY2022. Much of this increase came from government grants
and post-pandemic demand for the company's offering. Fitch believes
high demand and top-line growth will drive continued FCF growth
over the next few years.
Post-Pandemic Tailwind: Government restrictions and shifts in
consumer behavior caused many operators to experience significant
financial challenges and reduced enrollment during the COVID-19
pandemic. As a result, approximately 16,000 centers permanently
closed between December 2019 and March 2021. This reduced capacity
has increased demand for scaled providers, such as KinderCare.
In addition, many employers are actively implementing blended
models, balancing the amount of time employees spend working
remotely versus in the office. In response to the evolving
landscape, the mix of demand for ECE provided in communities, at
corporate offices and onsite in schools is expected to evolve.
DERIVATION SUMMARY
KinderCare operates early childhood education and development
centers. A direct comparable for KinderCare is Bright Horizons
Family Solutions Inc. (BFAM), which operates within the same
industry and offers child care, early education, and other services
designed to help employers and families better address the
challenges of work and family life. Both companies operate in the
same scale at greater than $2 billion. Bright Horizons has more
than 1,400 client relationships with employers across a diverse
array of industries with a total of 1,078 child care and early
education centers with the capacity to serve approximately 120,000
children and their families in the U.S., the United Kingdom, the
Netherlands and India. BFAM further operates at a lower leverage
ratio with a more sustainable profitability profile.
KEY ASSUMPTIONS
Â- Revenue growth assumed in mid-single digits over the forecast
horizon driven by the opening of new child care centers and
increases in occupancy rate. Utilization improvements are also
expected within existing centers;
-Â EBITDA margin is expected to be down to the stable mid-teens
level due to unwinding the post pandemic effect and government
stimulus;
Â- Lease expense will continue to grow in line with the top-line
growth;
Â- Capex are expected to be in the average range of 4% of total
revenue correlated with the number of new centers that company
planned to open;
-Â No dividends or share buybacks are assumed in the rating
horizon;
Â- Interest rate forecasted to be 4.8% in 2024, going down to 3.6%
and 3.5% in 2025 and 2026, respectively.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that KinderCare would be
reorganized as a going-concern in bankruptcy rather than
liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- In estimating a distressed EV for KinderCare, Fitch assumes lower
occupancy rate and reduced enrollment contributing to lower revenue
scale in a distressed scenario to result in approximately 15%
revenue decline and EBITDA margin compression similar to during the
COVID-19 pandemic, leading to a going concern EBITDA that is
approximately 33% lower relative to 2024 estimated EBTIDA.
- An EV multiple of 6.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value which Fitch
believes is validated based on historic public company trading
multiples, industry M&A and past reorganization multiples Fitch has
seen across various industries.
- The recovery model implies a 'BB' and 'RR2' Recovery Rating for
the company's first-lien senior secured facilities, reflecting
Fitch's belief that lenders should expect to recover 71%-90% in a
restructuring scenario.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
Â- A significant increase in margins while maintaining scale and
EBITDAR leverage below 5.5x over a multi-year period.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Â- EBITDAR leverage rising above 6.5x over a multi-year period;
-Â (CFO-Capex)/Debt sustained below 5%;
-Â EBITDAR Fixed Charge Coverage below 1.5x;
-Â A significant increase in dividends or share buybacks funded
with debt.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity and Cushion: As of September 2023, KinderCare
had $188 million of cash on hand and an available borrowing
capacity of $87.5 million revolving credit facility. The company's
liquidity position is also supported by its ability to generate
consistent positive FCF with FCF margins historically ranging from
4%-9%.
Debt Structure: KinderCare's capital structure consists $1.325
billion first term loan, $160 million revolver and $250 million of
new first lien term loan, pro forma for the recently announced
issuance. The term loans amortize at 1% per annum. Proceeds from
KinderCare's new term loan are expected to be used for general
corporate purposes, including a distribution to shareholders.
ISSUER PROFILE
KinderCare Learning Companies, Inc. offers early childhood
education and care programs to children ranging from six weeks
through 12 years of age. Founded in 1969, the services provided
include infant and toddler care, preschool, kindergarten, and
before- and after-school programs.
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
----------- ------ -------- -----
KinderCare Learning
Companies, Inc. LT IDR B+ Downgrade BB-
KUEHG Corp. LT IDR B+ Downgrade BB-
senior secured LT BB Downgrade RR2 BB+
senior secured LT BB New Rating RR2
KNOTTY NUFF: Has Deal on Cash Collateral Access
-----------------------------------------------
Knotty Nuff Wood, Inc. and the U.S. Small Business Administration
advised the U.S. Bankruptcy Court for the Central District of
California, Santa Ana Division, that they have reached an agreement
regarding the Debtor's use of cash collateral and now desire to
memorialize the terms of this agreement into an agreed order.
Pre-petition, on July 12, 2020. the Debtor executed a US Small
Business Administration Note, pursuant to which the Debtor obtained
a COVID Economic Injury Disaster Loan in the amount of $89,000. The
terms of the Note require the Debtor to pay principal and interest
payments of $434 every month beginning on July 12, 2021 and
continuing over the 30 year term of the Loan. The Loan has an
annual rate of interest of 3.75% and may be prepaid at any time
without notice or penalty.
The SBA consents to the Debtor's interim use of cash collateral,
existing on the Petition Date or collected thereafter, through and
including April 24, 2024 for payment of ordinary and necessary
expenses as set forth in the budget, with a 15% variance.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all post-petition revenues of the
Debtor to the same extent, priority and validity that its lien
attached to the Collateral, including cash collateral.
The Debtor will continue to remit adequate protection payments to
the SBA in the amounts and terms as set forth in the applicable
Loan documents and continuing until further order of the Court
regarding interim and/or final use of cash collateral, or the entry
of an order confirming the Debtor's plan of reorganization,
whichever occurs first.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b)
and 507(b), which claim will be limited to any diminution in the
value of the SBA's collateral, as a result of the Debtor's use of
cash collateral on a post-petition basis.
The 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 Loan and related documents and
agrees to provide proof of insurance within seven days upon written
request of the SBA.
A copy of the stipulation is available at
https://urlcurt.com/u?l=P6RUa5 from PacerMonitor.com.
About Knotty Nuff Wood
Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on
December 29, 2023, with $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Ryan Aguire, chief executive
officer, signed the petition.
Judge Theodor Albert oversees the case.
Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents
the Debtor as legal counsel.
LA TOOL: Court OKs Continued Cash Collateral Access Thru April 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized LA Tool, Inc. to continue using cash collateral, on an
interim basis, in accordance with its agreement with First National
Bank.
The parties agreed to an extension for the continued use of cash
collateral by the Debtor in accordance with the Consent Order
Approving Interim Use of Cash Collateral dated February 8, 2024
permitting the use of cash collateral by the Debtor.
The extension of the Debtor's use of cash collateral will be
through April 30, 2024 in exchange for adequate protection payments
to FNB on 20th of March and April in the amount of $1,500 for each
month.
A copy of the order is available at https://urlcurt.com/u?l=XASqiV
from PacerMonitor.com.
About LA Tool, Inc.
LA Tool is engaged in the business of plastic product
manufacturing.
LA Tool, Inc. filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-22653) on
Dec. 10, 2023. The petition was signed by Matthew Redmond as chief
financial officer. At the time of filing, the firm estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities.
Judge Jeffery A. Deller oversees the case.
Gregory C. Michaels, Esq. at DICKIE MCCAMEY & CHILCOTE, P.C.
represents the Debtor as counsel.
LAG SHOT: Court OKs Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized Lag Shot LLC to use cash collateral, on
an interim basis, in accordance with the budget, with a 10%
variance.
As adequate protection, Clearco, Smart Business Funding, and CFG
Merchant Solutions LLC will have a perfected post-petition lien
against the Prepetition Collateral to the same extent and with the
same validity and priority as their alleged prepetition lien,
without the need to file or execute any document as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with its obligations under the loan and security
documents with the Secured Creditors.
A continued hearing on the matter is set for March 27, 2024 at 10
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=DEXGtz from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$127,240 for March 2024;
$147,240 for April 2024; and
$153,490 for May 2024.
About Lag Shot
Lag Shot, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00034) on Jan. 9,
2024, with $500,001 to $1 million in assets and $500,001 to $1
million in liabilities.
Judge Caryl E. Delano oversees the case.
Michael R. Dal Lago, Esq., represents the Debtor as legal counsel.
LANDSEA HOMES: S&P Assigns 'B' ICR, Outlook Stable
--------------------------------------------------
S&P Ratings assigned its 'B' issuer credit rating to Dallas,
TX-based publicly traded homebuilder Landsea Homes Corp. (LSEA),
reflecting its small scale and geographic concentration.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to Landsea Homes Corp.'s proposed $300
million senior unsecured notes. The '3' recovery rating indicates
our expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery to noteholders in the event of default.
"The stable outlook reflects our expectation that the company will
grow via organic growth and acquisitions funded with internally
generated cash and incremental debt as the company seeks to
increase scale. It also incorporates our expectation that over the
next 12 months, debt to EBITDA will decline to 4.5x-5.0x."
Rating Action Rationale
LSEA is seeking to refinance a portion of its drawn revolver,
enhance its liquidity, and extend its debt maturity profile.
LSEA intends to expand its presence in the largest housing market
in the U.S. On Jan. 9, 2024, LSEA announced that it entered into a
definitive agreement to acquire Antares Homes, a Dallas-Fort Worth
based homebuilder. The transaction will expand LSEA's presence in
the Dallas-Fort Worth metropolitan area as it adds 2,298 of owned
or controlled lots to LSEA's portfolio, increasing the lots in
Texas to 31% of its lots pro forma for the transaction as of
year-end 2023 from 17%. S&P said, "Although it will not have a top
ten market share, we believe its entry into Dallas improves its
competitive advantage. LSEA intends to purchase Antares Homes for
$232.2 million in cash, which includes repayment of an anticipated
$47.2 million of Antares Homes debt. LSEA expects to fund the
transaction with a combination of cash and borrowings under its
revolving credit facility. The transaction has been unanimously
approved by the Board of Directors for LSEA, and we expect it will
close in the second quarter of 2024."
S&P said, "We view LSEA's smaller revenue base and significant
geographic concentration as a credit risk. LSEA designs,
constructs, and sells homes across five reportable segments:
Arizona (22% of revenue as of Dec. 31, 2023), California (38%),
Florida (39%) , Texas (0%) , and Colorado (1%; Post Richfield
acquisition from October 2023). As of Dec. 31, 2023, the company
closed on 2,123 homes for revenue totaling $1.21 billion, which
makes it one of the smallest homebuilders we rate. LSEA's relative
lack of size and scale compared to other rated homebuilders makes
it more vulnerable to weaknesses within local economies because it
is more exposed to cyclical downturns or secular changes in
competitive conditions that affect specific regional markets. This
includes the ability to capitalize on advantages such as attractive
capital to support growth and access to the best sub-contractors
and vendors.
"LSEA operates in markets located in the sunbelt states, which is a
region that has continued to exhibit population in-migration and
above-average job growth. In these markets, we expect LSEA will be
able to reap the benefits of higher demand because about 90% of its
sales are entry level home buyers, which primarily consist of
millennials, the largest share of home buyers at around 37%. In
addition, the company is attempting to strengthen its brand
position via product differentiation by offering its High
Performance Homes program. This program is offered in about 90% of
its offerings and includes home automation, sustainability, and
energy savings. With this differentiated approach the company
believes it is seeing premiums relative to peers. As such, we would
expect to see the results in its profitability with EBITDA margins
expanding over time.
"The stable outlook reflects our expectation that the company will
grow via organic growth and acquisitions funded with internally
generated cash and incremental debt as the company seeks to
increase scale. It also incorporates our expectation that over the
next 12 months, debt to EBITDA will decline to the 5.5x area."
Downside scenario
S&P said, "We would lower our rating on the company if we view the
insulation of LSEA from Landsea Group as reduced. This could happen
if we see a higher likelihood of negative shareholder intervention
or unexpected occurrence of related-party transactions, which could
include repurchasing its own shares from Landsea Green. On a
stand-alone basis, we could also lower the rating if over the next
12 months Landsea Homes' leverage approached 8x. This could occur
if operating performance underperformed our expectations such that
EBITDA declined to the $100 million area."
Upside scenario
S&P said, "We could take a positive rating action over the next 12
months if home closing volumes outperformed our forecast, leading
to EBITDA growth that sustainably drives leverage below 4x, while
we assess a stronger insulation from Landsea Green.
"Environmental factors are a neutral consideration in our credit
rating analysis of LSEA. The company is subject to various local,
state, and federal statutes, ordinances, rules, and regulations
concerning health and environmental protection. We view LSEA's ESG
exposure as broadly in line with industry peers."
LEE SPIRITS: Seeks to Hire Kutner Brinen Dickey Riley as Counsel
----------------------------------------------------------------
Lee Spirits Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Kutner Brinen Dickey
Riley, PC as its bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) aid the Debtor in the development of a plan of
reorganization under Chapter 11;
(c) file the necessary petitions, pleadings, reports, and
actions that may be required in the continued administration of the
Debtor's property under Chapter 11;
(d) take necessary actions to enjoin and stay until a final
decree herein the continuation of pending proceedings and to enjoin
and stay until a final decree herein the commencement of lien
foreclosure proceedings and all matters as may be provided under 11
U.S.C. Sec. 362; and
(e) perform all other legal services for the Debtor that may
be necessary herein.
The hourly rates of the firm's counsel and staff are as follows:
Jeffrey S. Brinen $515
Jonathan M. Dickey $375
Keri L. Riley $375
The firm received a retainer in the amount of $11,472 from the
Debtor.
Keri Riley, Esq., an attorney at Kutner Brinen Dickey Riley,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Telephone: (303) 832-2400
Email: klr@kutnerlaw.com
About Lee Spirits Company
Lee Spirits Company, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-10991) on Mar. 8, 2024. In the petition signed by Nick Lee, an
authorized representative, the Debtor disclosed $616,552 in assets
and $1,382,439 in liabilities.
Judge Thomas B McNamara oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC represents
the Debtor as counsel.
LEXARIA BIOSCIENCE: Appoints Nelson Cabatuan as CFO
---------------------------------------------------
Lexaria Bioscience Corp. reported in a Form 8-K filed with the
Securities and Exchange Commission that effective March 14, 2024,
Nelson Cabatuan, 46, has been appointed to the position of chief
financial officer of the Company replacing the temporary outsourced
CFO services provided by Mike Shankman via NOW CFO.
Mr. Cabatuan does not have any family relationships with any other
person employed or engaged by the Company nor has Mr. Cabatuan been
a party to any transaction with the Company exceeding $120,000.
Mr. Cabatuan has over 15 years of extensive experience in the
biotech industry with a focus on strategic planning, fundraising,
financial planning and analysis, accounting, administration and
operations, commercial launch, treasury, taxation and systems
implementation, investor relations and corporate communications.
During the past five years, Mr. Cabatuan has acted as the senior
vice president Finance & Operations of Rain Oncology Inc. and the
vice president Finance & principal accounting officer of Rigel
Pharmaceuticals Inc., both being US Nasdaq listed companies. In
that capacity he has been a key player in raising $175M in equity
financings for Rain Oncology Inc. via initial public offering and
follow-on offering, as well as over $1B via equity financings and
over $1B via collaboration agreements for Rigel Pharmaceuticals
Inc. Mr. Cabatuan holds designations as a Certified Public
Accountant, Certified Fraud Examiner and Certified Internal
Auditor.
In his position as chief financial officer, Mr. Cabatuan will be
compensated with a base annual salary of US$198,000, subject to
annual increases of US$12,000 for the first and second anniversary
of employment with any subsequent increase being subject to
negotiation, an option grant for the issuance of up to 200,000
common shares vested over three years, and annual performance
milestone bonuses of up to 35% during the first year, 40% during
the second year and thereafter up to 50% of the base salary. In
addition, Mr. Cabatuan's employment agreement provides that upon
the sale of an affiliate company, he will receive compensation on
the gross sale value equal to 0.5% if the sale occurs in the first
year of employment, 0.75% if the sale occurs in the second year of
employment and 1.0% if the sale occurs thereafter. As well, upon a
change of control of Lexaria Bioscience Corp., Mr. Cabatuan will be
entitled to twelve months of base salary if it occurs in the first
year, thirteen months of base salary if it occurs in the second
year and fourteen months of base salary if it occurs in the third
year or any subsequent year thereafter. Should Mr. Cabatuan be
terminated without cause, after an initial six months with the
Company, he will be entitled to severance pay equal to two months
base salary, with such severance pay increasing by a month for each
completed year of employment.
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery tecnnology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience incurred a net loss of $6.71 million for the
year ended Aug. 31, 2023, a net loss of $7.38 million for the year
ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19
million for the year ended Aug. 31, 2021, a net loss and
comprehensive loss of $4.08 million for the year ended Aug. 31,
2020, and a net loss and comprehensive loss of $4.16 million for
the year ended Aug. 31, 2019. As of Nov. 30, 2023, the Company had
$3.63 million in total assets, $254,040 in total liabilities, and
$3.37 million in total stockholders' equity.
Since inception, the Company has incurred significant operating and
net losses. Net losses attributable to shareholders were $1.2
million and $1.8 million for the quarters ended November 30, 2023
and 2022, respectively. As of November 30, 2023, the Company had an
accumulated deficit of $46.9 million. The Company expects to
continue to incur significant operational expenses and net losses
in the upcoming 12 months. The Company's net losses may fluctuate
significantly from quarter to quarter and year to year, depending
on the stage and complexity of its R&D studies and corporate
expenditures, additional revenues received from the licensing of
its technology, if any, and the receipt of payments under any
current or future collaborations it may enter into. The recurring
losses and negative cash flows from operations raise substantial
doubt as to the Company's ability to continue as a going concern,
the Company said in its Quarterly Report for the period ended Sept.
30, 2023.
LEXARIA BIOSCIENCE: Registers 1,612,989 Shares For Resale
---------------------------------------------------------
Lexaria Bioscience Corp. filed with the U.S. Securities and
Exchange Commission its Form S-1 relating to the resale by the
selling stockholders, Armistice Capital, LLC, Intracoastal Capital,
LLC, Michael Mirsky, Michael Vasinkevich, Craig Schwabe, Charles
Worthman, and Noam Rubenstein, from time to time of up to 1,612,989
shares of the Company's common stock, par value $0.001 per share,
issuable upon the exercise of outstanding warrants issued on
February 16, 2024, pursuant to (i) securities purchase agreements
dated as of February 16, and the purchasers, John Docherty,
Christopher Bunka, Ted McKechnie, Nicholas Baxter, Albert Reese,
Jr., and Catherine C. Turkel (the offering of warrants under such
securities purchase agreements, the "February 2024 Offering") and
(ii) an engagement letter dated as of February 12, 2024, between
the Company and H.C. Wainwright & Co., LLC (the "Placement Agent,"
and the warrants issued pursuant to the engagement letter and in
the February 2024 Offering, collectively, the "Warrants").
Lexaria will not receive any proceeds from the sale of shares of
common stock by the selling stockholders. Upon the cash exercise of
the Warrants however, it will receive the exercise price of such
Warrants, for an aggregate of approximately $3,562,700.
The registration of the shares of common stock covered by the
Company's prospectus does not mean that the selling stockholders
will offer or sell any of such shares of common stock. The selling
stockholders named in this prospectus, or their donees, pledgees,
transferees or other successors-in-interest, may resell the shares
of common stock covered by this prospectus through public or
private transactions at prevailing market prices, at prices related
to prevailing market prices or at privately negotiated prices.
No underwriter or other person has been engaged to facilitate the
sale of the common stock in this offering. The Company will bear
all costs, expenses and fees in connection with the registration of
the common stock. The selling stockholders will bear all
commissions and discounts, if any, attributable to their sales of
the Company's common stock.
A full-text copy of the Company's Report on Form S-1 is available
at https://tinyurl.com/49pkujk7
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery tecnnology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience incurred a net loss of $6.71 million for the
year ended Aug. 31, 2023, a net loss of $7.38 million for the year
ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19
million for the year ended Aug. 31, 2021, a net loss and
comprehensive loss of $4.08 million for the year ended Aug. 31,
2020, and a net loss and comprehensive loss of $4.16 million for
the year ended Aug. 31, 2019. As of Nov. 30, 2023, the Company had
$3.63 million in total assets, $254,040 in total liabilities, and
$3.37 million in total stockholders' equity.
Since inception, the Company has incurred significant operating and
net losses. Net losses attributable to shareholders were $1.2
million and $1.8 million for the quarters ended November 30, 2023
and 2022, respectively. As of November 30, 2023, the Company had
an accumulated deficit of $46.9 million. The Company expects to
continue to incur significant operational expenses and net losses
in the upcoming 12 months. The Company's net losses may fluctuate
significantly from quarter to quarter and year to year, depending
on the stage and complexity of its R&D studies and corporate
expenditures, additional revenues received from the licensing of
its technology, if any, and the receipt of payments under any
current or future collaborations it may enter into. The recurring
losses and negative cash flows from operations raise substantial
doubt as to the Company's ability to continue as a going concern,
the Company said in its Quarterly Report for the period ended Sept.
30, 2023.
LION STAR: Hires Melynda Winslow as Chief Restructuring Officer
---------------------------------------------------------------
Lion Star Nacogdoches Hospital, LLC, doing business as Nacogdoches
Memorial Hospital, seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Melynda Winslow, vice
president of the Debtor's Revenue Cycle, as chief restructuring
officer.
The CRO will render these services:
(a) commence, perform, execute, undertake, administer, and
otherwise carry out the liquidation of the Debtor's estate and such
other matters related or necessary to liquidate and protect its
property;
(b) ensure that any applicable tax returns of the Debtor are
timely and properly filed; and
(c) work in good faith to determine whether a plan of
liquidation shall be filed or whether the Debtor's case shall be
converted to a case under Chapter 7 of the Bankruptcy Code.
The Debtor proposes to compensate the CRO for her services in the
amount of $10,000.00 per calendar month.
Ms. Winslow disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The professional can be reached at:
Melynda Winslow
Lion Star Nacogdoches Hospital, LLC
1204 N. Mound St.
Nacogdoches, TX 75961
Telephone: (936) 564-4611
About Lion Star Nacogdoches Hospital
Lion Star Nacogdoches Hospital, LLC, a provider of healthcare
services based in Nacogdoches, Texas, filed Chapter 11 petition
(Bankr. N.D. Tex. Case No. 23-43535) on Nov. 17, 2023, with $10
million to $50 million in both assets and liabilities. Sean Fowler,
chief executive officer, signed the petition.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
as legal counsel; Curtis W. Fenley, III, Esq., at Fenley & Bate,
LLP as special counsel; and Melynda Winslow, vice president of its
Revenue Cycle, as chief restructuring officer (CRO). Donlin, Recano
& Company, Inc. is the Debtor's claims and noticing agent.
LIVING WATER: Seeks to Hire Michael Schwartzberg as Legal Counsel
-----------------------------------------------------------------
Living Water Christian Assembly of Smyrne, Inc. seeks approval from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Michael Schwartzberg, Esq., an attorney practicing in Bloomfield,
New Jersey, as its counsel.
The firm will perform legal services required in this matter
including filing of petition and schedules, attendance at required
meetings, filing of plan, confirmation, etc.
Mr. Schwartzberg will be paid at his hourly rate of $425.
Mr. Schwartzberg disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The attorney can be reached at:
Michael Schwartzberg, Esq.
650 Bloomfield Avenue, Suite 100
Bloomfield, NJ 07003
Telephone: (973) 743-7733
About Living Water Christian Assembly of Smyrne
Living Water Christian Assembly of Smyrne, Inc. filed its Chapter
11 petition (Bankr. D.N.J. Case No. 24-11438) on Feb. 15, 2024. In
the petition signed by Fritz Sineus, pastor, the Debtor disclosed
up to $1 million in assets and up to $10 million in liabilities.
Michael Schwartzberg, Esq., serves as the Debtor's counsel.
LONE STAR: Case Summary & Nine Unsecured Creditors
--------------------------------------------------
Debtor: Lone Star Restaurant Group, LLC
d/b/a Rusty Taco
17026 Bulverde Road, Suite 112
San Antonio, TX 78247
Chapter 11 Petition Date: March 18, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-50423
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Dean W. Greer, Esq.
WEST & WEST ATTORNEYS AT LAW, P.C.
2929 Mossrock, Suite 204
San Antonio, TX 78230
Tel: (210) 342-7100
Email: dean@dwgreerlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andy Besing as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/DB2CF3I/Lone_Star_Restaurant_Group_LLC__txwbke-24-50423__0001.0.pdf?mcid=tGE4TAMA
LSRM PROPERTY: Seeks to Tap DeMarco Mitchell as Bankruptcy Counsel
------------------------------------------------------------------
LSRM Property Acquisitions, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
DeMarco Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About LSRM Property Acquisitions
LSRM Property Acquisitions, LLC is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor has
an equitable interest in real property located at 309 Ave. B.,
Garland, 317 Ave B. The current value of the Debtor's interest is
$1.3 million.
LSRM Property Acquisitions filed Chapter 11 petition (Bankr. E.D.
Tex. Case No. 23-42131) on Nov. 6, 2023. In the petition signed by
Roby Morales, managing member, the Debtor disclosed $1,304,000 in
total assets and $1,548,021 in total liabilities.
Judge Brenda T. Rhoades oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
LSS TRUCKING: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel
------------------------------------------------------------------
LSS Trucking Transport seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ DeMarco
Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About LSS Trucking Transport
LSS Trucking Transport filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-30468) on Feb. 20, 2024, with up to $50,000 in assets and up to
$1 million in liabilities.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
LYNX AIR: To Restructure Under CCAA Proceedings
-----------------------------------------------
Lynx Air Holdings Corporation and 1263343 Alberta Inc. d/b/a Lynx
Air sought and obtained an initial order ("Initial Order") from the
Court of the King's Bench of Alberta under the Companies' Creditors
Arrangement Act, as amended ("CCAA").
The Initial Order provides, among other things, a stay of
proceedings which may be extended from time to time ("Stay
Period"). Pursuant to the Initial Order, FTI Consulting Canada
Inc. was appointed monitor ("Monitor") of the Companies. A
comeback hearing ("Comeback Hearing") was scheduled to be heard on
March 1, 2024 at 10:00 am MST where the Court was to hear arguments
with respect to the relief granted in the Initial Order, an
extension of the Stay Period, and any additional relief that may be
sought by the Companies at the Comeback Hearing.
A copy of the Initial Order and copies of the materials publicly
filed in the CCAA proceedings may be obtained at the Monitor's
website: http://cfcanada.fticonsulting.com/lynxair/. Lynx Air
ceased flight operations as of Feb. 26, 2024 at 12:01 am MST and is
in the process of orderly winding down remaining operations.
If you have any questions regarding the foregoing or require
further information, please consult the Monitor's website at
http://cfcanada.fticonsulting.com/lynxair/or contact the Monitor
by calling 1-833-738-7742 or e-mailing LynxAir@FTIConsulting.com.
Monitor can be reached at:
FTI Consulting
Attn: Deryck Helkaa
Brett Wilson
Dustin Olver
520 5th Ave SW, Suite 1610
Calgary, AB T2P 3R7
Email: deryck.helkaa@fticonsulting.com
brett.wilson@fticonsulting.com
dustin.olver@fticonsulting.com
Counsel to FTI:
McCarthy Tetrault LLP
Attn: Sean Collins
Walker MacLeod
Pantelis Kyriakakis
Nathan Stewart
4000, 421 - 7th Avenue SW
Calgary, AB T2P 4K9
Tel: (403) 260-3531
Fax: (403) 260-3501
Email: scollins@mccarthy.ca
wmacleod@mccarthy.ca
pkyriakakis@mccarthy.ca
nstewart@mcccarthy.ca
Counsel to Lynx Air:
Osler, Hoskin & Harcourt LLP
Attn: Randal Van de Mosselaer
Julie Treleaven
Suite 2700, Brookfield Place
225 - 6th Avenue S.W.
Calgary, Alberta, Canada T2P 1N2
Email: rvandemosselaer@osler.com
jtreleaven@osler.com
Lynx Air Holdings operates a Canadian ultra-low-cost carrier
airline company.
LYONS COMPANIES: Seeks Cash Collateral Access
---------------------------------------------
The Lyons Companies, LLC asks the U.S. Bankruptcy Court for the
Western District of Kentucky, Louisville Division, for authority to
use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral for working capital,
general corporate purposes and administrative costs and expenses of
the Debtor in the ordinary course of business.
Prior to the Petition Date, the Debtor suffered from a serious
miscalculation of its inventory, which was the result of a software
error in the Debtor's product management software. Despite regular
audits by the Debtor's outside auditor and regular inspections from
the Debtor's secured lender, Simmons Bank, the error was
undiscovered for years. When the Debtor did discover the
overstatement of its inventory, it caused the Debtor to have a
multi-million dollar write down on its balance sheet. As a result,
the Debtor's collateral borrowing base was significantly eroded,
which in turn has negatively impacted the Debtor's ability to
finance its business. Indeed, in the last week, the Debtor bounced
several checks to key vendors and barely made payroll.
Despite the Debtor's best efforts to avoid the necessity of filing
the Chapter 11 Case, the Debtor faces an immediate liquidity
crisis. The Debtor intends to use the remedies available to it
under the Bankruptcy Code to pursue a "toggle" plan under which it
will either sell its business under 11 USC section 363 or
recapitalize itself under the terms of a plan of reorganization.
The Debtor's primary lender and secured creditor, Simmons Bank,
entered into a Loan and Security Agreement in July 2019, which was
amended from time to time, and provided both a revolving line of
credit and a term loan. The Sixth Amended and Restated Promissory
Note for the Debtor's revolving line of credit is dated September
30, 2023. The LOC was originally $7.350 million but was increased
with the amendments to $9.5 million. The current amount outstanding
on the LOC is $9.5 million. The Debtor's LOC is specifically tied
to the Debtor's asset base – its accounts receivable, inventory
and equipment. The interest rate on the LOC is prime plus 2% per
annum which is currently 10,6%. The maturity date of the LOC is
March 1, 2025. Debtor’s term loan with the Bank is dated July 19,
2021. The original amount of the Term Loan was $2.5 million. The
interest rate on the Term Loan is also prime plus 2% per annum. The
current amount outstanding on the Term Loan is $1.6 million.
The Debtor's monthly payment on the Loans is approximately $100,000
for interest, plus any principal the Debtor elects to pay. The
Debtor has been out of terms with the Loans; however, due to
circumstances leading up to the Petition as described below, the
Bank has not declared the Debtor in default.
The Debtor also has secured debt related to equipment leases it
utilizes in its operations and makes up approximately $712,000 in
total secured loans. Specifically, the Debtor has: (i) four loans
with Trumpf Finance Equipment totaling $300,135 outstanding and the
Debtor's monthly payment is in the amount of $19,480; and (ii) a
loan with US Bank Equipment Finance totaling $412,705 outstanding
and the Debtor's monthly payment is in the amount of $7,673.
The Debtor, in its ordinary course of business, has entered into
agreements with Bank of America, N.A. and Orbian Financial Services
II, LLC under which those institutions would advance the Debtor's
funds related to accounts receivable that the Debtor generated with
two of its customers, Whirlpool and Seimens. In exchange, if BofA
advanced funds to the Debtor, BofA would have the right to accounts
receivables owed from Whirlpool and its affiliates to the Debtor.
If Orbian advanced funds to the Debtor, Orbian would have the right
to accounts receivables owed from Siemens and its affiliates to the
Debtor. The Debtor does not believe that any amounts are owed to
BofA and Orbian at this time, and thus those entities do not have
claims or interests in the Cash Collateral, but it describes these
arrangements and intends to provide notice to BofA and Orbian out
of an abundance of caution.
Simmons Bank, an Arkansas Chartered Bank; U.S. Bank Equipment
Finance; and Trumpf Finance assert an interest in the Debtor's cash
collateral.
As adequate protection for the Debtor's use of cash collateral, the
Debtor will grant any Secured Creditor with a valid interest in the
cash collateral a replacement lien on and in all property, owned,
acquired, or generated postpetition by the Debtor and its continued
operations to the same extent and priority and of the same kind and
nature such Secured Creditor had prior to the commencement of the
Chapter 11 Case; provided, however, that (i) the Replacement Liens
will only be granted to such Secured Creditors to the extent of the
diminution in the value of their interests in the Cash Collateral,
(ii) the Replacement Liens will not attach to the Avoidance Actions
or their proceeds, and (iii) the Replacement Liens will be
subordinate to the Carve-Out.
As further adequate protection for the use of cash collateral, the
Secured Creditors will have a super-priority administrative expense
claims strictly in the amount of the diminution in the value of
their collateral during the pendency of the Chapter 11 Case, to the
extent that they later prove such diminution.
As further adequate protection for the use of cash collateral, the
Debtor will make monthly payments in the approximate amount of
$75,000 to Simmons or the contract rate, nondefault interest owed
on account of the Simmons Claim on a monthly basis based on their
security interest in the Debtor. Further, the Debtor will continue
to make full contractual payments to Trumpf and US Bank on account
of the equipment leases which are the basis of the Other Secured
Creditors' claims.
The Debtor's right to use cash collateral will terminate upon (i)
the entry of an order dismissing or converting the Chapter 11 Cases
to cases under chapter 7 of the Bankruptcy Code, or (ii)
determining that the Debtor is in default of its obligations under
the terms of an order authorizing the continued use of cash
collateral.
A copy of the motion is available at https://urlcurt.com/u?l=onYODb
from PacerMonitor.com.
About Lyons Companies, LLC
The Lyons Companies, LLC has been providing advanced custom metal
fabrication services and high-quality industrial and appliance
products to companies throughout North America.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-30684) on March 15,
2024. In the petition signed by Steven Huff, CEO and member, the
Debtor disclosed up to $50 million in both assets and liabilities.
April A. Wimberg, Esq., at DENTONS BINGHAM GREENEBAUM, represents
the Debtor as legal counsel.
M.V.J. AUTO: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized M.V.J. Auto World, Inc. to use cash
collateral on a final basis in accordance with the budget, with a
10% variance.
Ocean Bank has a valid and duly perfected first priority lien on
the Property and a first lien security interest in the cash
collateral of the Debtor, which constitutes cash collateral under
11 U.S.C. section 363(a).
As adequate protection for the use of cash collateral, the Debtor
grants in favor of Secured Lender a first priority post-petition
lien on all cash generated/proceeds by the Debtor's services
post-petition and/or the Property and a first priority replacement
lien on all assets of the Debtor. The replacement lien and security
interest granted is automatically deemed perfected upon entry of
the Order without the necessity of the Secured Lender taking
possession, filing financing statements, mortgages or other
documents.
In addition, the Debtor will pay Ocean Bank an adequate protection
payment of $2,000 per month, due on or before the fifteenth day of
each calendar month.
The Debtor will comply in all respects with the provisions of the
Loan Documents related to insurance to the same extent enforced
pre-petition, in order that the insurance so required to be
maintained will be in full force and effect at all times.
A copy of the order is available at https://urlcurt.com/u?l=FLrGcJ
from PacerMonitor.com.
About M.V.J. Auto World, Inc.
M.V.J. Auto World, Inc. filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 23-16612) on Aug. 21, 2023, with $100,001 to $500,000 in
assets and liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC has
been appointed as Subchapter V trustee.
Judge Laurel M. Isicoff oversees the case.
The Debtor is represented by the law firms of Kingcade, Garcia &
McMaken, PA and Leiderman Shelomith + Somodevilla, PLLC, doing
business as LSS Law.
MACQUARIE AIRFINANCE: S&P Affirms 'BB+' ICR, Outlook Positive
-------------------------------------------------------------
S&P Global Ratings revised its outlook on aircraft lessor Macquarie
AirFinance Holdings Ltd. (MAHL) to positive from stable and
affirmed its 'BB+' issuer credit rating.
S&P also assigned its 'BB+' issue-level rating to the proposed $1
billion senior unsecured notes.
S&P said, "The positive outlook reflects our view that we could
raise our rating on MAHL if its EBIT interest coverage improves to
above 1.3x or funds from operations (FFO) to debt improves to above
9%, and the company continues to make progress in enhancing its
capital structure.
"The positive outlook reflects our view that MAHL has made
significant progress toward enhancing its capital structure. Pro
forma for the proposed $1 billion senior unsecured notes issuance
and the ALAFCO transaction (including the secured facility to
acquire 75 aircraft from ALAFCO Aviation Lease and Finance Co.
K.S.C.P's (ALAFCO; not rated)), MAHL's secured debt would account
for just below 30% of its total asset base. We view this as
significant progress from the end of December 2022, when the
company's $1 billion revolving credit facility was the only
unsecured debt in the capital structure. In our view, having fewer
encumbered assets aids financial flexibility--lessors with a
sizable, unencumbered asset base can use the assets as collateral
for secured borrowings if access to unsecured borrowing becomes
unavailable."
Additionally, the company will use proceeds from the proposed
issuance to fully repay its secured term loan due 2025, and
partially repay the acquisition facility due 2026, replacing them
with longer-term debt. The company intends to continue issuing
unsecured debt over the next several quarters to refinance the
acquisition facility due 2026, which will further increase its
unencumbered asset base and debt maturity profile. However, the
company has a limited track record of accessing the capital markets
under varying macroeconomic conditions. As such, future debt
issuance plans could stall if capital market conditions weaken over
the next few quarters.
Recent acquisitions have helped MAHL expand its fleet and improve
its fleet characteristics. In January 2024, MAHL entered into an
agreement to purchase the remaining 23 aircraft in ALAFCO's
portfolio. This follows the previous agreement in December 2022 to
purchase 52 aircraft (28 of which had been acquired as of Dec. 31,
2023) and an orderbook of 20 aircraft (already completed) from
ALAFCO. Pro forma for these acquisitions, the company's fleet
comprises of 240 aircraft as of Dec. 31, 2023, with an asset base
of $6.4 billion. S&P said, "The size of the pro forma fleet is
largely in line with that of other investment-grade rated aircraft
lessors that we rate globally. Post-acquisition, the weighted
average age of the fleet is 9.1 years (compared with 11.9 years as
of Dec. 31, 2022), closer to the five- to eight-year average for
other rated lessors. The average remaining lease term also improves
to 5.6 years (compared with 3.6 years as of Dec. 31, 2022), largely
in line with its peers (also due in part to recent older aircraft
sales). We view this revision in MAHL's fleet profile positively,
since we believe that longer lease terms and newer fleet generally
result in less earnings volatility under weaker market
conditions."
S&P said, "We expect MAHL's performance through 2025 will benefit
from a robust demand environment for aircraft amid various supply
chain constraints. We expect strong demand for aircraft to persist
over the next few years as airlines continue to focus on renewing
and expanding their fleet. In addition, delayed new aircraft
deliveries, which began before the pandemic and have since worsened
due to supply chain and quality issues, have led to a shortage of
aircraft. New order backlogs at the original equipment
manufacturers now extend into the next decade.
"We expect supply constraints will likely persist for several
years, particularly given ongoing engine shortages and reliability
issues. We expect these factors to continue to drive lease rates
and aircraft values upward, benefitting MAHL and other lessors'
operations over the next few years.
"We forecast credit metrics through 2025 to benefit from the
improving earnings profile, somewhat offset by the higher debt
levels associated with the ongoing fleet expansion. We expect
MAHL's capital spending (capex) to remain relatively high through
fiscal 2025 (year ending March 2025) as the company continues to
take delivery of its order book and engages in opportunistic
secondary market purchases. The company has an orderbook of 66
aircraft (20 Boeing 737-8 MAX, 20 Airbus A320NEO, and 26 Airbus
A220-300 aircraft) expected to deliver from 2024 through 2028. MAHL
expects to continue funding its growth through a mix of debt and
equity contributions from its parent, such that its leverage ratio
(debt to equity) remains below 3x. While MAHL's capital structure
still includes sizable variable-rate debt (over 55% of the capital
structure, pro forma for the proposed transaction), we believe
risks associated with higher interest rates are somewhat mitigated
by the company's strategy to hedge a sizable portion of its
interest rate exposure.
"MAHL's profitability and credit metrics over the last few years
have been somewhat more volatile than its other peers, due in large
part to its comparably older fleet and shorter lease terms. Over
the next few years, we expect the company's earnings profile to
strengthen gradually despite the higher debt levels as the recent
fleet additions and strong demand environment drive revenue
growth.
"We forecast EBIT interest coverage to improve to about 1.1x-1.5x
through fiscal 2025 (from the low-1x area in fiscal 2023). We
expect FFO to debt in the 6%-9% range through 2025 from the
low-teens percent area in 2023. As the owners add additional equity
to finance spending requirements, we expect debt to capital to
remain in the 70%-75% range through fiscal 2024 (compared with the
high-60% area in fiscal 2023).
"The positive outlook reflects our expectation that MAHL's fleet
profile and operating performance will continue to improve over the
next few years, supported by its larger fleet through recent
acquisitions and continued strong demand for aircraft. We also
believe the company's owners will continue to contribute equity to
partly finance future capital spending needs such that the debt to
equity (leverage) ratio is maintained below the defined target of
3x. Our rating also incorporates our assessment of MAHL as
moderately strategic to its owners.
"We could raise our rating on MAHL over the next year if we expect
its EBIT interest coverage to improve above 1.3x or FFO to debt to
improve above 9%. We would also need to see further progress in
increasing the proportion of unsecured debt in its capital
structure, as well as more evenly spread out annual debt
maturities, before we raise our ratings."
S&P would likely revise the outlook to stable over the next year
if:
-- S&P no longer expecst EBIT interest coverage to improve above
1.3x or FFO to debt to improve to above 9%; or
-- Progress toward unencumbering its asset base stalls, and the
debt maturity schedule remains similar to current levels.
S&P could also lower its rating if it comes to view the company as
non-strategic to Macquarie Group Ltd.
MAEMAX MARKET: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, authorized MaeMax Market, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
through April 24, 2024.
Specifically, the Debtor is permitted to use cash on hand and
proceeds from inventory and operations for ordinary and necessary
operating expenses of its business based on the ordinary business
judgment of the Debtor.
In accordance with 11 U.S.C. Section 361(2) and 552(b)(1), as
adequate protection to the Cash Collateral Lienholders, the Debtor
will at all times in this case—absent further order of the
Court—maintain a combined total value of inventory on hand and
cash in its DIP Account of $9,759, representing the Petition Date
value of the Debtor's inventory on hand and cash proceeds of
inventory sold prepetition. The Cash Collateral Lienholders are
granted a postpetition replacement lien on the Adequate Protection
Balance in the same order of priority as existed immediately prior
to the commencement of the case.
In the event that any of the Cash Collateral Lienholders object to
the Debtor's use of cash collateral after the expiration of the
Interim Cash Use Period, the Cash Collateral Lienholder must file
an objection to the Order on or before April 3, 2024. In the event
an objection is timely filed, the Court will conduct a hearing on
final use of cash collateral beyond the Interim Cash Use Period on
April 24, 2024 at 11 a.m.
If no objection to the Debtor's use of cash collateral beyond the
Interim Cash Use Period is timely filed, the Order will be deemed
to grant final use of cash collateral to the Debtor without the
need for any further hearing.
A copy of the order is available at https://urlcurt.com/u?l=kQrcW1
from PacerMonitor.com.
About Maemax Market, LLC
Maemax Market, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 3:24-bk-00741) on March
5, 2024. In the petition signed by Chriss Joan Lisondra Goyenechea,
managing member, the Debtor disclosed up to $500,000 in assets and
up to $10 million in liabilities.
Judge Charles M. Walker oversees the case.
Thomas Rumfelt, Esq., at Thomas Ryan Rumfelt PC, represents the
Debtor as legal counsel.
MAEMAX MARKET: 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 Maemax
Market, LLC.
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 Maemax Market
Maemax Market, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00741) on
March 5, 2024, with $100,001 to $500,000 in assets and $1 million
to $10 million in liabilities.
Judge Charles M. Walker presides over the case.
Thomas Ryan Rumfelt, Esq., at Thomas Ryan Rumfelt, PLLC represents
the Debtor as legal counsel.
MAGNOLIA SENIOR: Case Summary & Four Unsecured Creditors
--------------------------------------------------------
Debtor: Magnolia Senior Living @SugarHill LLC
422 Riverside Road
Buford, GA 30518
Chapter 11 Petition Date: March 18, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-52814
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zhicong Chen as authorized
representative.
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/76J45YQ/Magnolia_Senior_Living_SugarHill__ganbke-24-52814__0001.0.pdf?mcid=tGE4TAMA
MALCOLM EXPRESS: 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 Malcolm
Express, LLC.
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 Malcolm Express
Malcolm Express LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01107) on March 6,
2024, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities.
Judge Lori V. Vaughan presides over the case.
Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP
represents the Debtor as legal counsel.
MANCHESTER ST: Kara Rescia of Rescia Law Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Kara Rescia, Esq., at
Rescia Law, P.C. as Subchapter V trustee for Manchester ST, LLC.
Ms. Rescia will be paid an hourly fee of $460 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Rescia declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kara S. Rescia, Esq.
Rescia Law, P.C.
5104A Bigelow Commons
Enfield, CT 06082
Office: (860) 452-0052
Fax: (860) 452-2300
Email: kara@ctmalaw.com
About Manchester ST
Manchester ST, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Conn. Case No. 24-20185) on March
7, 2024, with $100,001 to $500,000 in both assets and liabilities.
Judge James J. Tancredi presides over the case.
Jefferson Hanna, III, Esq., represents the Debtor as legal counsel.
MATTR CORP: S&P Rates C$150MM Unsecured Notes Due 2031 'B+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Mattr Corp.'s C$150 million unsecured notes due
2031. The '5' recovery rating indicates its expectation for modest
(10%-30%; rounded estimate: 10%) recovery in the event of a payment
default.
At the same time, S&P assigned its 'BB+' issue-level rating and '1'
recovery rating to the company's $300 million revolving credit
facility. The '1' recovery rating indicates its expectation for
very high (90%-100%; rounded estimate: 95%) recovery in the event
of a payment default.
Mattr plans to use the proceeds from the unsecured notes to
refinance its existing C$150 million unsecured notes due 2026.
S&P said, "We estimate the recoveries for the company's secured and
unsecured lenders in our simulated default scenario will be
moderately higher than we previously anticipated because we believe
the divestiture of its volatile pipe coating business and planned
investments will support improving and more-stable profitability.
Therefore, we anticipate the company's emergence EBITDA would
likely be higher than we previously forecast.
"Pro forma for the refinancing, we expect Mattr's S&P Global
Ratings-adjusted debt to EBITDA will be 1.7x in 2024, supported by
EBITDA margins approaching the mid-teens percent. We assume the
company continues to invest in its business through organic capital
expenditure (capex) and tuck-in acquisitions that expand its
earnings base to about C$180 million by 2025. Additionally, we
expect Mattr will maintain S&P Global Ratings-adjusted debt to
EBITDA of below 2x on a sustained basis."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's 'BB+' issue-level rating and '1' recovery rating on
Mattr's $300 million senior secured revolving credit facility
reflect its expectation for very high (90%-100%; rounded estimate:
95%) recovery in the event of a default.
-- S&P's 'B+' issue-level rating and '5' recovery rating on
Mattr's C$150 million senior unsecured notes reflect its
expectation for modest (10%-30%; rounded estimate: 10%) recovery in
the event of a default.
-- S&P assumes Mattr restructures as a going concern in its
simulated default scenario.
-- Under this scenario, S&P assumes the company's earnings and
cash flow sharply deteriorate due to sustained demand weakness in
its core end markets and heightened price competition. This
exhausts Mattr's liquidity and leads it to file for creditor
protection or restructure its debt.
-- S&P's default EBITDA estimate reflects a significant decline
from the company's historical EBITDA. It applies a 5x multiple
(consistent with the multiples it uses for its peers) to the amount
to derive its simulated distressed enterprise value for Mattr.
-- S&P assumes that the company's revolver is 85% drawn in a
bankruptcy scenario and that these claims will be satisfied before
any value cascades to other lenders.
Simulated default assumptions
-- Year of default: 2028
-- Jurisdiction: Canada
-- Emergence EBITDA: C$76 million
-- Multiple: 5.0x
-- Gross recovery value: C$382 million
Simplified waterfall
-- Net recovery value for waterfall after administrative expenses
(5%): C$363 million
-- Estimated senior secured debt claims: C$344 million (based on
S&P's assumption that the revolver will be 85% drawn at default)
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: C$19 million
-- Estimated unsecured claims C$159 million
--Recovery expectations: 10%-30% (rounded estimate: 10%)
Note: All debt amounts include six months of prepetition interest.
METROPOLITAN THEATRES: Court OKs Interim Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Metropolitan Theatres Corporation
to among other things, use cash collateral, on an interim basis, in
accordance with the budget.
The US Small Business Administration claims an interest in the cash
collateral being used by the Debtor, and consents to the Debtor's
use of such cash collateral. The Debtor agrees, that to the extent
there is any diminution in the SBA's cash collateral due to the
Debtor's use of such cash collateral, the SBA will obtain a
replacement lien to the same extent, validity and priority as it
enjoyed prepetition to the extent of any such diminution. In
addition, the Debtor agrees to pay and will be authorized to pay
the SBA minimum monthly payments in the amount of $2,515 as
adequate protection under 11 U.S.C. section 361.
A further hearing on the matter is set for April 16, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=EK1k0t
from PacerMonitor.com.
About Metropolitan Theatres Corporation
Metropolitan Theatres Corporation, a fourth-generation family-owned
theatre circuit launched in 1923, provides a movie-going experience
with a growing number of plush luxury recliner auditoriums and
expanded food and beverage offerings. Metropolitan currently
operates a diverse collection of historic properties and
state-of-the-art multiplexes among its 17 theatres and 94 screens
in California, Colorado, Idaho and Utah.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11569) on February
29, 2024. In the petition signed by David Corwin, president, the
Debtor disclosed $26,569,833 in assets and $25,243,105 in
liabilities.
Judge Barry Russell oversees the case.
Lance N. Jurich, Esq., at LOEB & LOEB LLP, represents the Debtor as
legal counsel.
KGI ADVISORS serves as the Debtor's financial consultant.
MILK ROAD: Court OKs Cash Collateral Access Thru April 14
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, New Bern Division, authorized The Milk Road LLC to use
cash collateral on an interim basis, in accordance with the budget,
through April 14, 2024.
The Debtor requires the use of cash collateral to pay operating
expenses, including inventory purchases, payroll, payroll taxes and
certain other expenses, including utilities, and insurance.
Prior to the Petition Date, certain UCC-1 filings were on record as
related to the Debtor. In order of priority, the purported UCC
liens against the cash collateral of the Debtor are:
a. File no. 20200092141B; filed on June 28, 2020 in favor of the
U.S. Small Business Administration;
b. File no. 20210062965E; filed on May 12, 2021 in favor of Amur
Equipment Finance;
c. File no. 20210081436J; filed on June 17, 2021 in favor of North
Star Leasing.
The court said the Secured Creditors will retain a continuing and
replacement post-petition lien and security interest in all
property, receivables and assets of the Debtor and the proceeds
thereof, whether acquired pre-petition or post-petition.
A further hearing on the matter is set for April 9, 2024 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=rQe0rl
from PacerMonitor.com.
About The Milk Road
The Milk Road is a limited liability company founded in 2016 in the
barracks of Camp Lejeune as a vision of two Navy Corpsmen who
wanted to bring quality "fair trade" coffee beans and Liege waffles
to North Carolina. The Debtor operates a high-end coffee roastery
and cafe in two locations in Jacksonville and Emerald Isle, North
Carolina. It employs nearly two dozen employees during the summer
months, and about half that number during the off-season.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00152-5-JNC) on
January 17, 2024. In the petition signed by Dannell Suzanne Clark,
managing member, the Debtor disclosed up to $100,000 in assets and
up to $500,000 in liabilities.
Judge Joseph N. Callaway oversees the case.
Richard P Cook, Esq., at Richard P. Cook. PLLC, represents the
Debtor as legal counsel.
MILK ROAD: Hires Country Boys Auction & Realty as Auctioneer
------------------------------------------------------------
The Milk Road LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of North Carolina to employ Country Boys
Auction & Realty Co., Inc. as auctioneer.
The Debtor requires an auctioneer to assist in the sale of its
certain personal property.
The firm will be compensated according to the standard commission
of: (A) 20 percent on the first $20,000; (B) 10 percent on the next
$50,000; (C) 8 percent on the balance.
Mike Gurkins, the owner, officer, and principal of Country Boys,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mike Gurkins
Country Boys Auction & Realty Co., Inc.
1211 W. Fifth Street
Washington, NC 27889
Telephone: (252) 946-6007
Facsimile: (252) 946-0460
About The Milk Road LLC
The Milk Road LLC filed its voluntary petition for Chapter 11
protection (Bankr. E.D.N.C. Case No. 24-00152) on Jan. 17, 2024,
listing under $1 million in both assets and liabilities.
Judge Joseph N. Callaway oversees the case.
Richard P. Cook, PLLC serves as the Debtor's legal counsel.
MILLRIDGE INVESTMENTS: Seeks to Hire DeMarco Mitchell as Counsel
----------------------------------------------------------------
Millridge Investments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ DeMarco
Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Millridge Investments
Millridge Investments, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
23-31936) on Sep. 1, 2023, listing up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Scott W. Everett oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
MINIM INC: Granted Until June 23 to Cure Nasdaq Listing Deficiency
------------------------------------------------------------------
Minim, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on March 14, 2024, it received a letter
from the Listing Qualifications Department of The Nasdaq Stock
Market LLC informing the Company that the Compliance Plan submitted
was sufficient for the Staff to grant an extension to June 23,
2024, in order for the Company to complete the Compliance Plan and
cure the deficiency in the Stockholders' Equity Requirement.
On Jan. 11, 2024, Minim received a deficiency letter from Nasdaq
notifying the Company that it is not in compliance with the minimum
stockholders' equity requirement of at least $2,500,000 for
continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5550(b)(1).
In accordance with Nasdaq rules, the Company had to submit a plan
to the Staff to regain compliance with the Stockholders' Equity
Requirement. On March 13, 2024, the Company provided the Staff
with the Compliance Plan, including that it had executed a
definitive merger agreement with privately held e2Companies, LLC,
and that, following the transactions contemplated therein, the
stockholder's equity of the post-merger company is expected to be
in excess of $500 million.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 compared to a
net loss of $2.20 million in 2021. As of Sept. 30, 2023, the
Company had $15.28 million in total assets, $15.14 million in total
liabilities, and $135,637 in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses and negative cash flows from operations and will need
additional funding within the next twelve months. This raises
substantial doubt about the Company's ability to continue as a
going concern.
The Company's operations have historically been financed through
the issuance of common stock and borrowings. Since inception, the
Company has incurred significant losses and negative cash flows
from operations. During the nine months ended September 30, 2023,
the Company incurred a net loss of $16.5 million and had positive
cash flows from operating activities of $3.7 million. As of
September 30, 2023, the Company had an accumulated deficit of $91.3
million and cash and cash equivalents of $0.5 million. The Company
implemented cost reduction plans to align its cost structure to its
sales and increase its liquidity. The Company will continue to
monitor its cost in relation to its sales and adjust its cost
structure accordingly. The Company's financial position and
operating results raise substantial doubt about the Company's
ability to continue as a going concern. The Company believes it
does not have sufficient resources through its cash and cash
equivalents, other working capital and borrowings under its SVB
line-of-credit to continue as a going concern through at least one
year from the issuance of these financial statements, according to
the Company's Quarterly Report for the period ended Sept. 30, 2023.
MIR SCIENTIFIC: Seeks $1.4MM DIP Loan from Iron Dome
----------------------------------------------------
MIR Scientific, LLC and affiliates ask the U.S. Bankruptcy Court
for the District of New Jersey for authority to use cash collateral
and obtain postpetition financing.
The Debtors seek to obtain debtor-in-possession financing under a
super-priority senior secured credit facility in an aggregate
principal amount not to exceed $1.4 million with Iron Dome
Investments Ltd. The Debtors seek authority to draw up to $700,000
under the DIP Facility upon entry of the Interim Order with the
remaining balance available to be drawn upon entry of the Final
Order.
The DIP facility is due and payable on the earlier of:
(i) one year from the date of the DIP Credit Agreement,
(ii) the acceleration of the Loan by DIP Lender upon an Event
of Default; and
(iii) the closing of a sale of substantially all of the
Borrower's assets.
The principal amount of the Loan will bear interest at a rate of 8%
per annum, with a default rate of 10% per annum.
Proceeds of the DIP Facility and cash collateral will be used to:
(a) pay the principal, interest, fees, expenses and other amounts
payable and reimbursable under the DIP Documents or the Interim
Order as such become due, including, without limitation, commitment
fees and the fees and disbursements of the DIP Lender
Professionals; (b) make permitted adequate protection payments; (c)
provide financing for working capital and other general corporate
purposes, including for bankruptcy-related costs and expenses; and
(d) to fund the Carve Out Reserves, all to the extent provided in,
and in accordance with, the Budget, the Interim Order and the DIP
Documents.
The Debtors are required to comply with these milestones:
(a) On or before seven days after the Petition Date, the
Bankruptcy Court must have entered the Interim Order;
(b) On or before 14 days after the Petition Date, the
Bankruptcy Court must have entered an order in form and substance
reasonably acceptable to the DIP Lender, approving bidding and
auction procedures with respect to the sale by the DIP Borrower of
any, all or substantially all of the DIP Borrower's assets
(c) On or before 30 days after the Petition Date, the DIP
Borrower must have filed with the Bankruptcy Court a combined
disclosure statement and chapter 11 plan;
(d) On or before 30 days after the Petition Date, the
Bankruptcy Court must have entered the Final Order;
(e) On or before 45 days after the Petition Date, the DIP
Borrower must conduct an auction for all or substantially all of
its assets pursuant to the Bidding Procedures Order;
(f) On or before 50 days after the Petition Date, the
Bankruptcy Court must have entered an order or orders approving the
sale(s) of all or substantially all of the DIP Borrower's assets;
(g) On or before 60 days after the Petition Date, the
Bankruptcy Court must have entered an order for conditional
approval of the combined disclosure statement and chapter 11 plan;
and
(h) On or before 90 days after the Petition Date, the
Bankruptcy Court must have entered an order confirming the DIP
Borrower's combined disclosure statement and chapter 11 plan.
The events that constitute an "Event of Default" include:
(a) (i) Failure to pay principal or interest under the DIP
Credit Agreement when due, whether at maturity, by acceleration or
otherwise, or (ii) failure to pay, within (10) Business Days of the
date due, any other amounts due thereunder; or
(b) The default by DIP Borrower of any of the covenants, terms
or provisions of the DIP Credit Agreement; and
(c) Default of any other liability, obligation or undertaking
of DIP Borrower under DIP Credit Agreement or under any other Loan
Document or otherwise, which failure continues for 10 Business
Days' after its occurrence (provided that if such default is not
reasonably susceptible of cure within said 10 Business Day period,
and DIP Borrower commences a cure of such default within said 10
Business Day period, and thereafter diligently pursues such cure,
then an Event of Default will only occur if such failure continues
for 30 days after its occurrence.
The Debtors require the use of cash collateral to meet their
near-term liquidity needs, such as funding payroll and operational
expenses and maintaining favorable relationships with their
vendors, suppliers, employees, and customers.
In November 2020, Debtor miR Scientific, LLC issued a $20 million
convertible promissory note in favor of South Lake One LLC. On
April 19, 2023, the then outstanding amount of this convertible
promissory note was split into two convertible promissory notes
with a principal amount of $11.944 million each and issued to South
Lake. One of these two convertible promissory notes was purchased
by and transferred to Chutzpah Holdings Ltd. Chutzpah later
converted its promissory note in September 2023 into equity in miR.
South Lake still owns its convertible promissory note.
On December 21, 2023, miR issued in favor of South Lake a $500,000
secured promissory note. Under the South Lake Secured Promissory
Note, miR granted a security interest in substantially all of its
assets as collateral for (i) its obligations under the South Lake
Secured Promissory and (ii) its obligations related to $1.5 million
of the principal amount under the Convertible South Lake Promissory
Note. As of the Petition Date, the outstanding amount on account of
the Convertible South Lake Promissory Note was approximately
$12.916 million, including accrued and unpaid interest. The
Convertible South Lake Promissory Note has a maturity date of April
19, 2025. As of the Petition Date, the outstanding amount on
account of the South Lake Secured Promissory Note was approximately
$510,356, including accrued and unpaid interest.
On February 22, 2024, miR issued in favor of Iron Dome Investments
Ltd. a Secured Promissory Note and Security Agreement with a
principal amount of $325,000. As of the Petition Date, the
outstanding amount on account of the Iron Dome Secured Promissory
Note was approximately $326,282.
As set forth in the Interim Order, the Debtors propose to provide
the Prepetition Secured Parties with a variety of adequate
protection to protect against the postpetition diminution in value
of the cash collateral resulting from the use, sale, or lease of
the cash collateral by the Debtors and the imposition of the
automatic stay, including Adequate Protection Liens, Adequate
Protection 507(b) Claims, and First Lien Adequate Protection Fees
and Expenses.
A copy of the motion is available at https://urlcurt.com/u?l=g9DGt4
from PacerMonitor.com.
About miR Scientific, LLC
miR Scientific, LLC is a precision healthcare company committed to
improving public health by transforming cancer management globally.
The Company's proprietary miR Disease Management Platform was
developed to revolutionize the standard of value-based care for
cancers and initially focuses on urological cancers.
miR Scientific, LLC and affiliate Huminn LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead
Case No. 24-12769) on March 15, 2024. In the petition signed by CEO
Sam Salman, miR disclosed up to $10 million in assets and $50
million in liabilities.
Judge Christine M. Gravelle oversees the case.
Erin J. Kennedy, Esq., at Forman Holt, represents the Debtor as
legal counsel.
MKNC II: Seeks to Hire DeMarco Mitchell as Bankruptcy Counsel
-------------------------------------------------------------
MKNC II, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ DeMarco Mitchell, PLLC as
substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About MKNC II LLC
MKNC II, LLC in Richardson, TX, filed its voluntary petition for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 23-32952) on
December 13, 2023, listing $50,000 in assets and $1,025,377 in
liabilities. Andrew Chen, managing member, signed the petition.
Judge Stacey G. Jernigan oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
MOHAWK DRIVE: Seeks Cash Collateral Access
------------------------------------------
Mohawk Drive Corp. asks the U.S. Bankruptcy Court for the District
of Massachusetts, Central Division, for authority to use cash
collateral, and provide adequate protection.
The Debtor is facing cash flow issues with regard to a
non-residential property located at 25 Mohawk Drive, Leominster,
Massachusetts. The cash flow issues arise as a result of the single
largest tenant, which is in receivership, failing and refusing to
pay its rent due to the debtor.
The Property is encumbered by various validly perfected mortgages
held as of record:
a. A first priority mortgage dated July 15, 2014 held by Avidia
Bank, 42 Main Street, Hudson, Massachusetts, recorded with the
Worcester County (Northern District) Registry of Deeds at Book 8157
Page 174 in the original principal balance of $1.9 million. The
current balance on this mortgage is $1.5 million.
b. A second priority mortgage dated March 18, 2018 held by Avidia
Bank, 42 Main Street, Hudson, Massachusetts, recorded with the
Worcester County (Northern District) Registry of Deeds at Book 8290
Page 62 in the original principal balance of $100,000. The current
balance on this mortgage is $98,141.
The Debtor seeks to utilize the payments made for rent to pay the
mortgage obligations due to the Lender, as well as for maintenance
of the Property.
As adequate protection for the Debtor's use of cash collateral and
any diminution in the value of the Pre-petition Collateral arising
on account of the Debtor's use thereof, effective as of the
Petition Date, the Debtor proposes to grant to the Lender a
continuing, valid, binding, enforceable and automatically perfected
post-petition replacement security interests and mortgages, on the
Property.
The Replacement Lien will be equivalent to and maintain the same
priority, validity, and enforceability as the Lender's lien on the
Property.
In addition, the Debtor will make payments to Avidia Bank, who has
modified the regular payments under the loan documents to be as
follows:
a. The first priority mortgage will be paid monthly commencing
March 15, 2024 in the amount of $9,055, consisting of $4,532 of
interest only, and
b. The second priority mortgage will be paid monthly
commencing March 15, 2024 in the amount of $474, consisting of
interest only.
A copy of the motion is available at https://urlcurt.com/u?l=IUGEdA
from PacerMonitor.com.
About Mohawk Drive Corp.
Mohawk Drive Corp. owns the real property located at 25 Mohawk
Drive, Leominster, MA having a current value of $6 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-40250) on March 15,
2024. In the petition signed by Kevin Crowley, treasurer, the
Debtor disclosed $6,522,513 in assets and $1,664,799 in
liabilities.
Michael B. Feinman, Esq., at FEINMAN LAW OFFICE, represents the
Debtor as legal counsel.
MR. TORTILLA: Court OKs Cash Collateral Access Thru May 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division, authorized Mr. Tortilla, Inc. to use
cash collateral, on an interim basis, in accordance with the
budget, through May 30, 2024.
To satisfy the right of the U.S. Small Business Administration to
adequate protection of its interest in the Debtor's cash
collateral, the SBA is granted a valid, attached, choate,
enforceable, perfected, post-petition security interest and lien in
and against all post-petition assets of the Debtor of the same
character and type, to the same nature, extent, validity, and
priority that existed prepetition, and to the extent of diminution
in value of SBA's collateral caused by the Debtor's use of cash
collateral. The Debtor will, as further adequate protection of the
SBA's interest in cash collateral, pay SBA monthly adequate
protection payments in the amount of $1,237, with the payment to be
made by March 1, 2024 and by the 1st day of every month thereafter
until further order of the Court.
To satisfy the right of Amazon Capital Services, Inc. to adequate
protection of its interest in the Debtor's cash collateral, ACS is
granted, pursuant a valid, attached, choate, enforceable,
perfected, post-petition security interest and lien in and against
all postpetition assets of the Debtor of the same character and
type, to the same nature, extent, validity, and priority that
existed prepetition, and to the extent of diminution in value of
ACS's collateral caused by the Debtor's use of cash collateral. The
Debtor will, as further adequate protection of ACS' interest in
cash collateral, pay ACS monthly adequate protection payments in
the amount of $5,000, which payment will be deducted by ACS from
the Debtor's seller account and applied toward ACS's loan balance.
To satisfy the right of Sand Park Capital, LLC to adequate
protection of its interest in the Debtor's cash collateral, Sand
Park is granted a valid, attached, choate, enforceable, perfected,
post-petition security interest and lien in and against all
post-petition assets of the Debtor of the same character and type,
to the same nature, extent, validity, and priority that existed
prepetition, and to the extent of diminution in value of Sand
Park's collateral caused by the Debtor's use of cash collateral.
In addition, ACS, the SBA, and Sand Park will hold allowed
administrative claims under 11 U.S.C. section 507(b) with respect
to the adequate protection obligations of the Debtor to the extent
that the replacement liens and post-petition collateral do not
adequately protect the diminution in value of the interests f the
SBA, ACS, and Sand Park in their prepetition collateral.
A continued hearing on the matter is set for May 30, 2024 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=pdEg5Q
from PacerMonitor.com.
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.
MSS INC: Court OKs Cash Collateral Access Thru April 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized MSS Inc. d/b/a MSS-Ortiz
Electrical Services to use cash collateral on an interim basis, in
accordance with the budget, with a 10% variance, thru April 23,
2024.
The Debtor requires the use of cash collateral to pay post-petition
operating expenses, including payroll, payroll taxes and expenses,
lease payments, material costs and expenses, and other costs
incidental to its performance of construction services, such as
fuel and transportation expenses, insurance, workers' compensation
insurance, health, dental, and vision insurance, purchase of
electrical and construction materials and hardware, payment of
subcontractors and procurement of specialized construction
services, utilities, and other expenses.
Prepetition, the Debtor incurred the following indebtedness in
connection with the financing of its business operations:
A. Truist Loan (Loan No. 0497). The Debtor, on February 23, 2018,
executed and delivered to SUNTRUST BANK, predecessor-in-interest to
TRUIST BANK a Promissory Note in the original principal amount of
$150,000. The security interest in the Truist Collateral was
perfected by the filing of a UCC-1 Financing Statement with the
North Carolina Secretary of State, File No. 2018 00174966A. The
Debtor paid, in full, the outstanding balance owed to Truist under
the Truist Loan, from the proceeds generated by the FNB Loan. As a
result, and on the Petition Date, there were no amounts due and
owing by the Debtor pursuant to the Truist Loan.
B. First National Loan (Loan No. 2786). Prepetition, the Debtor and
other coobligors, executed and delivered to FIRST NATIONAL BANK OF
PENNSYLVANIA, a Promissory Note dated July 26, 2023, in the
original principal amount of $450,000, the principal amount of
which was due and payable on January 26, 2025, with regularly
monthly payments of accrued interest, at a rate equal to 8.25% per
annum, and payable monthly commencing on August 26, 2023. Repayment
and performance of the FNB Note was secured by a security interest,
granted under a Security Agreement. The security interest of FNB,
in the FNB Collateral, was perfected by the UCC Financing Statement
filed with the North Carolina Secretary of State on August 15,
2023, File No. 20230102499C. The outstanding balance of the FNB
Loan, as of August 14, 2023, was $431,504.
C. McCorkle Loan. The Debtor executed and delivered to TOMMY JOE
MCCORKLE, a Promissory Note dated March 8, 2023, in the original
principal amount of $500,000, with interest accruing thereon at a
rate equal to 2% per annum and payable on demand. Repayment of the
McCorkle Note was secured by a Security Agreement, which granted
McCorkle a security interest in personal property collateral. The
security interest in the McCorkle Loan Collateral was perfected by
the filing of a UCC Financing Statement with the North Carolina
Secretary of State.
The Cash Collateral Creditors will have (i) a continuing
post-petition lien and security interest in all property and
categories of property of the Debtor in which and of the same
priority as each held as of the Petition Date, and the proceeds
thereof.
The Debtor will pay, as adequate protection, $25,000 to First
National Bank of Pennsylvania in exchange for the continued interim
use of cash collateral under the Order.
It will be a default thereunder for any one or more of the
following to occur:
(a) the Debtor fails to comply with any terms or conditions of the
Order; or
(b) the Debtor uses cash collateral other than as permitted in the
Order.
A further hearing on the matter is set for April 23, 2024 at 10
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=i9olRB from PacerMonitor.com.
The Debtor projects $277,800 in total income and $281,287 in total
operating expenses for the period from March 17 to April 23, 2024.
About MSS Inc.
MSS. Inc. sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. N.C. Case No. 23-02487) on August 28, 2023. In
the petition signed by Matthew Filzen, vice president/chief
operations officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Joseph N. Callaway oversees the case.
Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC,
represents the Debtor as legal counsel.
NEPHROS INC: Incurs $1.6 Million Net Loss in 2023
-------------------------------------------------
Nephros, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss of $1.57 million on
$14.24 million of total net revenues for the year ended Dec. 31,
2023, compared to a net loss of $7.11 million on $9.97 million of
total net revenues for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $11.86 million in total
assets, $3.50 million in total liabilities, and $8.36 million in
total stockholders' equity.
The Company has sustained operating losses every quarter through
Dec. 31, 2023, generating an accumulated deficit of $144.4 million
as of Dec. 31, 2023. Throughout 2023, however, the Company's
operating cash flows have been positive due to increased sales,
improved gross margins, careful expense management, and the
dispositions of the PDS and SRP businesses. These actions resulted
in the Company generating cash from operations of approximately
$0.8 million through the twelve months ended Dec. 31, 2023. Based
on these positive cash flows, the Company believes that its cash
balances are sufficient to fund its current operating plan through
at least the next 12 months from the date of issuance of the
accompanying consolidated financial statements. However, in the
event that the Company's operating results do not meet its
expectations, the Company may need to further reduce discretionary
expenditures such as headcount, R&D projects, and other variable
costs.
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/1196298/000149315224010107/form10-k.htm
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
provides innovative water filtration products and services, along
with water-quality education, as part of an integrated approach to
water safety.
Nephros Inc. a net loss of $3.87 million for the year ended Dec.
31, 2021, a net loss of $4.53 million for the year ended Dec. 31,
2020, a net loss of $3.18 million for the year ended Dec. 31, 2019,
and a net loss of $3.32 million for the year ended Dec. 31, 2018.
As of Dec. 31, 2022, the Company had $11 million in total assets,
$2.12 million in total liabilities, and $8.88 million in total
stockholders' equity.
NETCAPITAL INC: Posts $2.2 Million Net Loss in Third Quarter
------------------------------------------------------------
NetCapital Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $2.23
million on $1.04 million of revenues for the three months ended
Jan. 31, 2024, compared to net income of $1.70 million on $2.26
million 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 $2.38 million on $4.60 million of revenues, compared to net
income of $1.94 million on $5.38 million of revenues for the nine
months ended Jan. 31, 2023.
As of Jan. 31, 2024, the Company had $44.13 million in total
assets, $3.83 million in total liabilities, and $40.30 million in
total stockholders' equity.
There can be no assurances that the Company will be able to achieve
a level of revenues adequate to generate sufficient cash flow from
operations or additional financing through private placements,
public offerings and/or bank financing necessary to support the
Company's working capital requirements. The Company has recently
reduced its operating expenses and has turned its focus to its
funding portal business, which generates cash revenues and has seen
a growth in revenues on a year-to-year basis. The Company plans to
continue operating with lower fixed overhead amounts and seeks to
raise money from private placements, public offerings and/or bank
financing. The Company's management has determined, based on its
recent history and the negative cash flow from operations, that it
is unlikely that its plan will sufficiently alleviate or mitigate,
to a sufficient level, the relevant conditions or events noted
above. To the extent that funds generated from any private
placements, public offerings and/or bank financing, if available,
are insufficient, the Company will have to raise additional working
capital. No assurance can be given that additional financing will
be available, or if available, will be on acceptable terms. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. Accordingly, the Company's management
has concluded that there is substantial doubt about the Company's
ability to continue as a going concern within one year after the
issuance date of these financial statements. There can be no
assurance that the Company will be able to achieve its business
plan objectives or be able to achieve or maintain
cash-flow-positive operating results. If the Company is unable to
generate adequate funds from operations or raise sufficient
additional funds, the Company may not be able to repay its existing
debt, continue to operate its business network, respond to
competitive pressures or fund its operations. As a result, the
Company may be required to significantly reduce, reorganize,
discontinue or shut down its operations. The financial statements
do not include any adjustments that might result from this
uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001414767/000149315224010353/form10-q.htm
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology
platform that allows private companies to raise capital online from
accredited and non-accredited investors. The Company gives
virtually all investors the opportunity to access investments in
private companies.
NEW CENTURY: 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 New Century
Development, LLC.
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 New Century
New Century Development, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00738) on
March 5, 2024, with $1 million to $10 million in both assets and
liabilities. John Gill, member, signed the petition.
Judge Randal S. Mashburn presides over the case.
Robert J. Gonzales, Esq., at EmergeLaw, PLC represents the Debtor
as bankruptcy counsel.
NEW LIGHT MISSIONARY: George Purtill Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 2 appointed George Purtill as
Subchapter V trustee for New Light Missionary Baptist Church, Inc.
Mr. Purtill will be paid an hourly fee of $420 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Purtill declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
George M. Purtill
19 Water Street, P.O. Box 50
South Glastonbury, CT 06073
Office: (860)659-0569
Cell: (860)918-5442
Email: george.m.purtill@snet.net
About New Light Missionary Baptist Church
New Light Missionary Baptist Church, Inc. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Conn.
Case No. 24-50147) on March 8, 2024, with $100,001 to $500,000 in
both assets and liabilities.
Judge Julie A. Manning presides over the case.
Mark M. Kratter, Esq., at the Law Offices of Mark M. Kratter, LLC
represents the Debtor as bankruptcy counsel.
NOVABAY PHARMACEUTICALS: Sells DERMAdoctor Skincare Biz
-------------------------------------------------------
NovaBay Pharmaceuticals, Inc. announced that the Company has
entered into an agreement to sell its DERMAdoctor skincare business
including all product inventory for approximately $1 million in
cash. NovaBay expects to close the transaction before the end of
the first quarter of 2024 and provide certain transitional services
for the next 90 days.
"This sale will reduce our quarterly operating expenses and provide
us with much-needed cash during this challenging capital market
environment. It also streamlines our business by placing us in a
better position to pursue new strategic opportunities that have
greater potential for growth," said Justin Hall, CEO of NovaBay.
"We expanded our product lineup in the direct-to-consumer market
during the height of COVID-19 with the expectation that growth in
eCommerce sales would continue post-pandemic," he added.
"Unfortunately, our projections for DERMAdoctor sales and
profitability were not realized. This divestiture aligns with our
strategy of executing on more promising transactions that involve
our core Avenova business such as our recently announced
co-promotion partnership with Eyenovia."
On March 13, 2024, NovaBay announced an agreement to market
Eyenovia's recently FDA-approved clobetasol propionate ophthalmic
suspension 0.05%, a steroid indicated for the treatment of
inflammation and pain following ocular surgery, through its U.S.
physician-dispensed channel and for Eyenovia to market NovaBay's
prescription Avenova Antimicrobial Lid & Lash Solution through its
sales representatives strategically located across the U.S.
Included within the upcoming Company Annual Report on Form 10-K for
the year ended December 31, 2023, NovaBay expects to report net
sales for the fourth quarter of 2023 of $3.7 million, consisting of
$0.9 million from its DERMAdoctor skincare segment and $2.8 million
from its eyecare and wound care segment. Operating loss for the
fourth quarter of 2023 is expected to be approximately $3.2
million, due primarily to the $2.7 million loss in the DERMAdoctor
skincare segment. The DERMAdoctor skincare segment loss includes a
$2.5 million non-cash impairment of goodwill and indefinite lived
and long-lived assets related to the business segment. Cash used in
operating activities for the consolidated company for the fourth
quarter of 2023 was $0.3 million.
Also, included within the upcoming Company Annual Report on Form
10-K for the year ended December 31, 2023, NovaBay expects to
report net sales for the 2023 fiscal year of $14.7 million,
consisting of $3.6 million from its DERMAdoctor skincare segment
and $11.1 million from its eyecare and wound care segment.
Operating loss for the 2023 fiscal year is expected to be
approximately $7.4 million, which includes a $3.8 million loss in
the DERMAdoctor skincare segment. The DERMAdoctor skincare segment
loss includes a $2.5 million non-cash impairment of goodwill and
indefinite lived and long-lived assets related to the business
segment.
NovaBay's cash as of December 31, 2023 was $3.1 million. NovaBay
had $1.1 million in outstanding convertible notes, net as of
December 31, 2023. As of March 12, 2024, there were 30,098,150
shares of NovaBay's common stock outstanding.
The Company plans to report 2023 fourth quarter and full year
financial results and to hold an investment community conference
call in the coming weeks.
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- develops and sells scientifically
created and clinically proven eyecare and skincare products.
NovaBay's leading product, Avenova Antimicrobial Lid & Lash
Solution, is often prescribed by eyecare professionals for
blepharitis and dry-eye disease and is also available directly to
eyecare consumers through online distribution channels such as
Amazon. DERMAdoctor offers more than 30 OTC
dermatologist-developed skincare products through the DERMAdoctor
website, well-known traditional and digital beauty retailers,
andinternational distributors. NovaBay also manufactures and sells
effective, yet gentle and non-irritating wound care products.
Novabay reported a net loss of $10.61 million for the year ended
Dec. 31, 2022, a net loss and comprehensive loss of $5.82 million
for the year ended Dec. 31, 2021, a net loss and comprehensive loss
of $11.04 million for the year ended Dec. 31, 2020, a net loss and
comprehensive loss of $9.66 million for the year ended Dec. 31,
2019, and a net loss and comprehensive loss of $6.54 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2023, the Company had
$12.85 million in total assets, $5.81 million in total liabilities,
and $7.04 million in total stockholders' equity.
San Francisco California-based WithumSmith+Brown, PC, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has a history
of recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.
Based primarily on the funds available on September 30, 2023, the
Company believes that its existing cash and cash equivalents and
cash flows generated from product sales will be sufficient to fund
its existing operations, meet its planned operating expenses and
meet the Monthly Redemption of convertible notes into at least the
second quarter of 2024. The Company has sustained operating losses
for the majority of its corporate history and expects that its 2023
expenses will exceed its 2023 revenues, as it continues to invest
in both Avenova and DERMAdoctor commercialization efforts.
Additionally, the Company expects to continue incurring operating
losses and negative cash flows until revenues reach a level
sufficient to support ongoing growth and operations. Accordingly,
the Company has determined that its planned operations raise
substantial doubt about its ability to continue as a going concern.
Additionally, changing circumstances may cause the Company to
expend cash significantly faster than currently anticipated, and it
may need to spend more cash than currently expected because of
circumstances beyond its control that impact the broader economy
such as periods of inflation and supply chain issues, the Company
said in its Quarterly Report for the three months ended Sept. 30,
2023.
NRG ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' LT ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
on NRG Energy Inc. The 'BBB-' issue-level rating on the company's
senior secured debt and 'BB' issue-level rating on its senior
unsecured debt remain unchanged. The preferred stock issuance
rating of 'B' also remains unaffected.
The positive outlook reflect S&P's expectation that NRG will
continue its deleveraging in order to maintain debt/EBITDA of
3.0x-3.25x through 2025.
The outlook revision reflects NRG's strengthening credit metrics.
S&P forecasts NRG Energy will generate S&P Global Ratings-adjusted
EBITDA of about $3.0 billion-$3.5 billion in both 2024 and 2025.
The expectation of continued strong performance stems from
expectations of electric growth that see impetus from demand from
data centers and a broader electrification of the economy, and the
company's diversified supply strategy to manage the retail exposure
for varying load and market prices. The home business segment is
also supported by durable margins with an average customer life of
six years for Home and seven to nine years for business. In 2024,
the company plans to continue deleveraging, and we expect leverage
to decline below 3.25x
NRG's 2023 performance was strong, driven by robust power prices
and retail margins
S&P said, "We typically view the retail power business as highly
fragmented and competitive. However, despite our belief that power
is a commodity and rates are the only drivers in the retail
business, NRG has demonstrated its ability to retain customers with
low attrition rates and attractive margin. Power retention rates
have been about 80%, while natural gas retention rates have been
higher at about 89%. In 2023, NRG 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 NRG because it generates more than
half its EBITDA in Texas. Furthermore, the backwardation of the
curve is much less pronounced than what we have 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
$75/MWh in 2023."
Risks of an asset-lite model can have the potential for higher cash
flow impact from scarcity event risks.
In 2023, NRG sold its 44% stake in South Texas Power (STP) for
$1.75 billion, thereby removing nuclear generation from NRG's fleet
and further reducing its asset base. The proceeds were utilized to
repay $600 million in debt and for $1.1 billion of share
repurchases in 2023. While we believe monetization of high nuclear
valuations on the back of the PTC embedded in the Inflation
Reduction Act (IRA) and the subsequent debt paydown is credit
positive, the further reduction in NRG's asset base will require
the company to continue to manage its solar PPAs and other supply
contracts to cover its short position in ERCOT.
NRG's asset-lite business model is predicated on its belief in a
secular decline in power prices with the continuing proliferation
of renewables, a view that appeared to be the right one over the
past five years. S&P said, "Nonetheless, we now see greater risks
in NRG's business strategy than we did earlier due to broader power
market price volatility. We note that if a power bull rally ensues
(as it did in the first half of 2022), the sale of the STP nuclear
plant, incremental generation retirements in NRG's Midwest
portfolio, a growing solar PPA portfolio (relatively low-priced but
non-firm), the company's expanded retail platform puts the company
at greater risk of elevated commodity prices compared to peers.
That said, NRG believes that its diversified supply procurement
strategy, reduces risk given better balancing of operational and
counterparty risk."
S&P said, "We see a tighter Electric Reliability Council of Texas
Inc.'s (ERCOT) load-to-generation position as an increasing
business risk marginally. While NRG is largely hedged on its
expected retail load, we believe it is more exposed to tail risks
of extreme weather events, given its asset-lite strategy. Moreover,
the load-to-generation mismatch could be exacerbated by delays and
cancelations of additional solar PPAs that NRG had earlier
executed." To mitigate risks, the company focuses on covering
specific periods: NRG may give up some of the current favorability
from high load to low prices on certain days this summer, but it
appears comfortable managing that position.
NRG capital allocation remains focused on debt repayment and share
buybacks in 2024, but could include development activities.
After the latest asset disposals, NRG generates nearly 70% of its
EBITDA from the retail segment, which balances the volatile
wholesale power generation. Given the aforementioned tight market
dynamics in Texas with load growth and continued renewable
penetration, we expect NRG could either build new peaking plants or
acquire existing generation facilities in the next 1-2 years.
In November 2023, the Texas legislature created The Texas Energy
Fund to provide grants and low-cost loans to facilitate
dispatchable new build generation in ERCOT. S&P said, "NRG
currently has three "shovel-ready" brownfield sites in Texas
totaling 1.5 gigawatts (GW) that we expect could proceed pending
details of the incentives under the new Texas Energy Fund. The
company is also considering additional storage options for the
portfolio primarily through longer-term structured transactions
rather than outright ownership. As a result, we expect the ratio of
NRG's generation to retail load to improve closer to the 60% range
over the next few years. We expect any growth or acquisition plans
would reduce share buybacks and the company would proceed with the
deleveraging outlined in its current capital allocation plan.
"The positive outlook reflects our view that NRG's aggressive
deleveraging in 2023 has resulted in metrics that are trending
toward S&P Global Ratings-adjusted net leverage below 3.25x on a
consistent basis and free operating cash flow (FOCF) to debt above
15%. We expect the company will achieve an S&P Global
Ratings-adjusted EBITDA of $3.2 billion or higher and deleverage by
at least $500 million in 2024.
"We would raise the rating to 'BB+' if we expect S&P Global
Ratings-adjusted debt to EBITDA ratios to consistently below 3.25x
and S&P Global Ratings-adjusted FOCF to debt consistently above
15%. An upgrade would also require a track record of successful
execution of the integrated strategy showing improvement in churn
ratios and other key performance measures in the smart home
segment.
"We would revise the outlook to stable if we expected S&P Global
Ratings-adjusted debt to EBITDA to remain at around 3.5x or higher,
and FOCF to debt remains below 15%. NRG's load-to-generation
matching remains tight in regions such as ERCOT. A continuation in
outages that affect operations as well as its load serving
obligations could trigger weakening in the business risk profile.
The ability to maintain significant liquidity during periods of
high commodity volatility remains a key risk that we will monitor
on a quarterly basis."
OMNI EXCAVATORS: Court OKs Cash Collateral Access Thru April 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia authorized
Omni Excavators Inc. to use cash collateral on a final basis, in
accordance with the budget from February 23, 2024 through and
including April 26, 2024.
A review of the records of the Virginia State Corporation
Commission does not indicate any creditors who could assert an
interest in cash collateral. Only financers of specific pieces of
equipment have filed UCC-1 statements. However the Internal Revenue
Services and other taxing authorities may assert tax liens that may
provide them an interest in cash collateral.
As of the Petition Date, the District of Columbia has filed a
secured tax lien claim in the amount of $69,562.
To the extent the cash collateral is used by the Debtor and such
use results in a diminution of the value of the cash collateral,
Secured Cash Collateral Creditors are entitled, pursuant to 11
U.S.C. sections 361(2) and 363(c)(2), a replacement lien 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 Secured Cash Collateral Creditors'
interest in the Alleged Prepetition Collateral.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=E9vVTy from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$128,500 for the week ending March 23, 2024;
$121,500 for the week ending March 30, 2024;
$100,800 for the week ending April 6, 2024; and
$121,500 for the week ending April 13, 2024.
About Omni Excavators
Omni Excavators, Inc. is a Washington, DC-based company operating
in the nonresidential building construction industry.
Omni Excavators filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D.C. Case No. 24-00050) on February 23,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Abotorob Rafi, president, signed the petition.
Judge Elizabeth L. Gunn oversees the case.
Justin Philip Fasano, Esq., at Mcnamee Hosea, P.A. represents the
Debtor as legal counsel.
OPTIVIEW 360: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Optiview 360 Tours LLC to use cash
collateral, on a final basis, in accordance with the budget.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the
Subchapter V Trustee and payroll obligations incurred post-petition
in the ordinary course of business; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item; and (c) additional amounts as may be expressly
approved in writing by Regions Bank.
Regions Bank and the Inferior Interests will have a perfected
post-petition lien against cash collateral to the same extent
andwith the same validity and priority as the prepetition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
A copy of the court's order is available at
https://urlcurt.com/u?l=1acrr7 from PacerMonitor.com.
About Optiview 360 Tours LLC
Optiview 360 Tours LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-04900) on
November 20, 2023. In the petition signed by Joseph A. Diaz,
president, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
OVATION PARENT: Moody's Assigns First Time 'B2' Corp. Family Rating
-------------------------------------------------------------------
Moody's Ratings assigned first-time ratings to Ovation Parent, Inc.
including a B2 corporate family rating, a B2-PD probability of
default rating and a SGL-2 speculative grade liquidity rating.
Moody's also assigned B2 ratings to the company's proposed $790
million senior secured first lien term loan and $150 million senior
secured first lien revolving credit facility. The outlook is
stable.
Proceeds from the term loan along with new equity will be used to
finance the purchase of Kaman Corporation by private equity firm
Arcline Investment Management LP.
The assignment of the B2 CFR reflects Moody's expectation for high
financial leverage, good liquidity and aggressive financial
policies. These factors are mitigated in part by the positive
outlook Moody's has on the aerospace and defense sector, which will
provide stable revenue growth from both the commercial aerospace
and defense markets. Further, the realization of operational
efficiencies will contribute to EBITDA margin expansion.
RATINGS RATIONALE
The B2 CFR is constrained by the company's high financial leverage
and private equity ownership, a governance consideration. Moody's
pro forma adjusted debt/EBITDA will be approximately 6.0x at
December 31, 2024. Moody's anticipates the use of aggressive
financial policies, but expects that demand for the company's
products will remain strong and cost savings will be realized.
The ratings for Ovation reflect the company's solid market position
as a provider of products that require considerable process and
engineering expertise for design, manufacturing and ongoing
certification requirements. The company's technological expertise
to spec and create new products for its longstanding customer base
has created a competitive advantage for Ovation. In addition,
customer equipment that Ovation supports tends to have a long
useful life which creates meaningful aftermarket sales.
The stable outlook reflects Moody's expectation of positive free
cash flow and maintenance of good liquidity over the next 12-18
months.
Liquidity is good. Cash on hand will be $15 million at the time of
the transaction. Moody's expects that the company will generate
positive free cash flow and there will be no dividends in the
near-term. In addition, the $150 million revolving credit facility
is expected to be undrawn at close. Revolver draws will be modest
over the next 12-18 months and will primarily be used for working
capital purposes.
The company's Credit Impact Score is CIS-4, which indicates that
the ratings are lower than they would have been if ESG risk
exposure did not exist. Ovation has high governance risk arising
from financial policies with high leverage and risk of significant
capital outflows. The environmental and social risks that Ovation
faces are moderate.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Ovation sustains positive free
cash flow with free cash flow to debt in the mid-single digits.
Adjusted debt/EBITDA sustained below 5.0 times in conjunction with
the demonstration of more conservative financial policies could
also be supportive of an upgrade.
The ratings could be downgraded if liquidity weakens, funds from
operations plus interest-to-interest is sustained below 1.5 times
or adjusted debt/EBITDA is sustained above 6.5 times.
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 $142.3 million and 100% of
EBITDA, plus unlimited amounts subject to the consolidated first
lien net leverage ratio of 5.50 times. There is an inside maturity
sublimit equal to the greater of $142.3 million and 100% of EBITDA.
A "blocker" provision restricts the transfer of material
intellectual property to unrestricted subsidiaries. The credit
agreement is expected to provide 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. Borrower can make restricted
payments from a Leverage Excess Proceeds Restricted Payments
Basket, to be determined.
Ovation is a designer and manufacturer of highly engineered
components including specialty bearings, coatings, electrical
contacts, canted-coil springs, and aerospace wheel and brake
components to the aerospace, defense, medical and specialty
industrial end markets. The company generated $776 million of
revenue in 2023.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
OVATION PARENT: S&P Assigns 'B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Ovation
Parent Inc. (d/b/a Kaman). At the same time, S&P assigned its 'B'
issue-level rating and '3' recovery rating to the company's
proposed $790 million term loan.
The stable outlook reflects S&P's expectation that its S&P Global
Ratings-adjusted debt to EBITDA will remain about 5x as the sponsor
is unlikely to let leverage decline much lower.
Arcline Investment Management is acquiring Kaman Corp. with a
combination of equity and debt issued at Ovation Parent Inc. (d/b/a
Kaman).
Arcline will fund the acquisition with a proposed $790 million term
loan and cash equity contribution. The new term loan and equity
contribution will cover the purchase price and all fees and closing
costs. The proposed capital structure also includes a $150 million
revolving credit facility (not rated), which S&P expects to be
undrawn at close.
SS&P said, "We don't expect Kaman's Engineered Products segment to
change because of the acquisition. Kaman will continue to
manufacture highly engineered products for aerospace, defense,
medical, and industrial customers. The company built this business
and its significant backlog both organically, with its four
specialty bearings brands, and inorganically, with the acquisitions
of Bal Seal and Aircraft Wheel and Brake (AWB). We believe Kaman
will maintain a steady revenue stream as commercial aerospace
grows, defense spending remains strong, and industrial and medical
applications create growth opportunities."
Kaman's Precision Products segment will not be included in the
Ovation Parent, Inc. credit group. This segment, which includes the
fuzing business, had experienced weakened profitability in recent
years. Segment revenues were declining, and resulting cash flows
were negative due to reduced business on the Joint Programmable
Fuze program and the discontinuation of the K-MAX helicopter. With
the Engineered Products segment bolstered by acquisitions such as
Bal Seal and AWB, S&P believes the company will be more profitable
moving forward despite its smaller scale.
Margin expansion drives Kaman's earnings and cash flow growth.
Under Arcline's ownership, Ovation Parent, Inc. will include the
most profitable part of the business, Engineered Products, and we
expect its EBITDA margins to increase significantly in a short
amount of time. While we expect Kaman to incur some costs
associated with the reorganization, we believe the reduction in the
size of the business will bring long-term benefits. Kaman has also
moved away from some of its lower-margin automotive work and may
have growth opportunities through pricing strategies given its key
proprietary technologies with no direct replacement options. S&P
expects EBITDA margins to be 24%-27% in 2024 before increasing
further to 28%-31% in 2025 and throughout our forecast.
S&P said, "Kaman's cash flows are likely to be a key ratings
driver. Given the growing margins and solid demand, we expect cash
inflows to be significant. We expect the company to have modest
capital expenditures of about $20 million each year, and working
capital needs will depend on market cycles, though we don't expect
large cash outflows. We forecast these factors will result in
solidly positive free cash flow, giving ownership the opportunity
to pursue acquisitions, pay down additional debt, take dividends,
or reinvest in the business. We aren't currently forecasting
acquisitions or dividends, but if leverage declines much below 5x,
we view strategic acquisitions or a dividend as more likely than
debt repayment in excess of regular amortization."
The stable outlook reflects our expectation that Kaman's debt to
EBITDA will be 5.5x-6.0x in 2024, likely improving gradually
thereafter as margins expand while the company refocuses on its
Engineered Products segment.
S&P could lower the rating on Kaman if its debt to EBITDA rises
above 7x for an extended period or free cash flow declines
significantly. This could occur if:
-- The company's small scale impacts its ability to win meaningful
new business, further reducing revenue;
-- Investments in new programs are more significant than expected
and hinder profitability; or
-- The company engages in an aggressive financial policy through
large acquisitions or owner dividends.
S&P could raise the rating on Kaman if its debt to EBITDA declines
significantly and remains below 5x while ownership commits to
maintaining these levels. This could occur if:
-- Revenues from acquisitions such as Bal Seal and Aircraft Wheel
and Brake grow beyond our expectations;
-- EBITDA margins expand more than forecasted due to a combination
of cost reductions and pricing strategy; or
-- The company uses excess cash flows to repay debt before
scheduled amortization.
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Kaman, as is the case for most rated
entities owned by private-equity sponsors. We believe the company's
highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of its controlling
owners. This also reflects private-equity owners' generally finite
holding periods and focus on maximizing shareholder returns.
"Social and environmental factors are neutral to our credit rating
analysis of Kaman. While the commercial aerospace market deals with
environmental factors via emissions and social factors emerging
from the COVID-19 pandemic, neither factor into the rating."
PACTIV EVERGREEN: S&P Alters Outlook to Positive, Affirms 'B+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Pactiv Evergreen Inc. to
positive from stable and affirmed its 'B+' issuer credit rating.
The positive outlook reflects the company's notable debt reduction
since 2021 and S&P Global Ratings-adjusted debt to EBITDA of less
than 5x. It also reflects S&P's view that Pactiv Evergreen will
further reduce its leverage through earnings growth and cash
generation in 2024.
Pactiv Evergreen repaid $659 million of long-term debt over the
last two years, which demonstrates its commitment to reducing its
leverage and improving its credit measures. The company repaid $547
million of its U.S. term loans in 2023 and $23 million in 2022. It
also settled $92 million of its debentures in 2022. Pactiv
Evergreen repaid its debt using the proceeds from the sale of its
Beverage Merchandising Asia business and its equity interests in
its Naturepak Beverage joint venture, along with free cash flow.
S&P said, "In our view, the significant reduction in the company's
debt illustrates its focus on improving its net leverage. We
believe management will continue to adopt a more-conservative
financial policy by prioritizing lower leverage over debt-funded
acquisitions or aggressive shareholder returns. Our forecast
assumes Pactiv Evergreen will generate close to $200 million of
reported free cash flow in 2024, which it will use a portion of to
pay its dividend and scheduled quarterly term loan repayments. We
expect the company's earnings growth and solid cash generation will
enable it to further improve its credit measures over the next 12
months, including reducing its S&P Global Ratings-adjusted debt to
EBITDA toward 4.0x. Additionally, we recognize that management is
currently considering strategic alternatives for its Pine Bluff,
Ark. mill. The company could use the proceeds from the potential
sale of this mill to accelerate its deleveraging by further
repaying its outstanding debt."
S&P said, "We believe a reduction in Pactiv Evergreen's cash
restructuring costs in 2024 will result in solid S&P Global
Ratings-adjusted EBITDA growth over the next 12 months.In 2023, the
company's S&P Global Ratings-adjusted EBITDA decreased $89 million
to $772 million. However, this decrease was primarily due to $146
million of cash restructuring charges related to Pactiv Evergreen's
Beverage Merchandising restructuring plan, which included the
closure of its Canton, N.C. mill in May 2023. The restructuring
plan is expected to increase its production efficiency and reduce
its ongoing capital expenditure (capex) and overhead costs. As part
of the plan, the company also exited the uncoated freesheet paper
market. We believe Pactiv Evergreen already incurred nearly all of
the expected charges related to this plan in 2023, though a portion
of the restructuring costs will be settled in cash in 2024. We
project a significant decline in the company's cash restructuring
costs in 2024, inclusive of additional costs related to its
recently announced Footprint Optimization plan.
"We believe the company's business transformation and focus on cost
management will support EBITDA margins in the high-teens percent
area despite the uncertain macroeconomic environment.Although
consumer spending continues to benefit from the strong labor
market, sustained high inflation has led to more cautious consumer
behavior, with some consumers trading-down to lower-cost food and
quick-service restaurants (QSRs), reducing their pantry building,
and limiting their purchases of more discretionary food items, like
baked goods. While we expect customer destocking will be less of a
concern in 2024, the uncertainty around consumer demand could
continue to pressure Pactiv Evergreen's volumes throughout the
year. However, we believe the numerous actions management has
implemented to manage its cost structure and improve its
productivity will enable it to maintain EBITDA margins in the
high-teens percent area.
"The positive outlook reflects the company's notable debt reduction
since 2021 and S&P Global Ratings-adjusted debt to EBITDA of less
than 5x. It also reflects our view that Pactiv Evergreen will
further reduce its leverage through earnings growth and cash
generation in 2024."
S&P could raise its rating on Pactiv Evergreen if:
-- It achieves its operational improvement and cost-reduction
initiatives such that it sustains S&P Global Ratings-adjusted debt
to EBITDA of below 5x; and
-- It demonstrates and commits to a more conservative financial
policy that entails maintaining lower leverage through economic
cycles, restructuring activities, and shareholder rewards.
S&P could revise its outlook on Pactiv Evergreen to stable if
macroeconomic conditions and consumer demand weaken such that its
volumes continue to decline and pressure its earnings and cash
flow, causing its S&P Global Ratings-adjusted debt to EBITDA to
rise above 5x.
PAGANUS LLC: Gets OK to Hire George Jacobs as Bankruptcy Counsel
----------------------------------------------------------------
Paganus, LLC received approval from the U.S. Bankruptcy Court for
the Eastern District of Michigan to employ George Jacobs, Esq., an
attorney practicing in Flint, Michigan, as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its rights and duties in
connection with this Chapter 11 proceeding; and
(b) perform all other legal services which may be necessary
herein.
Mr. Jacobs will be paid at his hourly rate of $325.
The Debtor paid Mr. Jacobs a retainer of $10,000.
Mr. Jacobs disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
George E. Jacobs, Esq.
2425 S. Linden Rd., Suite C
Flint, MI 48532
Telephone: (810) 720-4333
Email: george@bklawoffice.com
About Paganus LLC
Paganus, LLC operates an electronic repair business with 5
locations across the state of Michigan.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30169) on February
2, 2024. In the petition signed by Jeffrey Payne, owner, the Debtor
disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Judge Joel D. Applebaum oversees the case.
George E. Jacobs, Esq., represents the Debtor as legal counsel.
PERRIGO COMPANY: Moody's Affirms Ba2 CFR, Outlook Remains Negative
------------------------------------------------------------------
Moody's Ratings affirmed all ratings of Perrigo Company plc
("Perrigo"), including the Ba2 Corporate Family Rating, the Ba2-PD
Probability of Default, and the Ba3 senior unsecured notes ratings.
Moody's also affirmed the Ba1 ratings of the backed senior secured
revolving credit facility and term loans issued by Perrigo
Investments LLC, and the Ba3 ratings of the backed senior unsecured
notes issued by Perrigo Finance Unlimited Company, both
subsidiaries of Perrigo Company plc. Perrigo's speculative grade
liquidity rating was unchanged at SGL-3, and the rating outlook for
all three entities remains negative.
The ratings affirmation reflects that Perrigo is improving its
operating performance and credit metrics following significant
business transformations in 2022 to become a pure play consumer
self-care company. Perrigo continues to improve its margins and
progress positively on deleveraging, supported by pricing
increases, volume growth, and operating efficiency initiatives
including supply chain reinvention program that the company
announced in 2023. In late 2023, Perrigo received U.S. Food and
Drug Administration's (FDA) approval on Opill, the first
over-the-counter (OTC) daily birth control pill available in the
U.S., and Perrigo will start to sell Opill in 2024. However,
Perrigo's deleveraging progress is slower than Moody's previous
expectation, partly due to more stringent FDA guidelines in 2023
that negatively impacted Perrigo's infant formula business. The
company needs to increase cleaning frequency between production
shifts that reduces production volumes and increases costs. In late
2023, Perrigo decided to reconfigure its infant formula facilities
so that the company can better meet the FDA new guidelines. The
remediation plan will hurt the company's earnings and cash flow in
the next year due to lost production, but benefit the company in
the long run once those facilities are upgraded. To offset the
headwinds in the infant formula business, Perrigo initiated a new
restructuring initiative called project Energize in February 2024
to further improve the operating efficiencies of the company
through 2026. With the lost sales in the infant formula business,
Moody's now expects the company to reduce debt-to-EBITDA (Moody's
adjusted) to below 5x in 2025, about 6-12 months longer than
Moody's previous expectation a year ago. Perrigo also expects to
spend about $35-45 million of cash costs for the infant formula
facilities remediation plan and about $140-$160 million of cash
costs on project Energize over the next three years. As a result,
Moody's expects the company to generate negative free cash flow in
2024, and to improve free cash flow to about $60 million in 2025.
Perrigo's SGL-3 speculative grade liquidity rating reflects that
the company has adequate liquidity to fund operations and upcoming
maturities, supported by the company's $751 million cash on hand as
of December 31, 2023 and full availability on the $1 billion
revolver. The liquidity provides adequate coverage of cash needs
including repayment of the remaining $400 million notes that mature
in December 2024, roughly $40 million of required annual term loan
amortization and about $40-50 million expected negative free cash
flow in 2024. The negative free cash flow is largely due to cash
costs for the restructuring programs.
RATINGS RATIONALE
Perrigo's Ba2 CFR is supported by its leading positions in the
relatively stable over-the-counter (OTC) market in the US and
Europe. Perrigo has meaningful scale in its key product categories,
as well as good product and customer diversity, enhanced by the HRA
and Gateway acquisitions in 2022. Earnings growth is anticipated to
outpace revenue growth for the next few years, driven by cost
savings and portfolio mix shifts towards higher margin products. As
the company's portfolio shifted more to branded products from store
brands, Moody's expects the company will improve its EBITDA margin
but face increased competition at the same time. The rating is
constrained by its elevated gross leverage above 6.0x
debt-to-EBITDA as of December 2023. Moody's forecasts flat to low
single-digit percentage annual revenue growth and mid-to-high
single digit percentage annual EBITDA growth through 2025.
The ratings reflect Moody's projection that Perrigo will reduce
debt-to-EBITDA to a low-to-mid 5x range in 2024 and below 5.0x in
2025 supported by earnings growth, recovery in the infant formula
business, and the expectation that Perrigo will repay the remaining
$400 million of senior unsecured notes due December 2024 at
maturity with cash. EBITDA growth is supported by Perrigo's good
growth prospects on both pricing and volume growth, revenue from
new and refreshed products, as well as opportunities to improve the
EBITDA margin by significantly reducing the complexity of its
supply chain and organization, as well as realizing acquisitions
synergies. Free cash flow will likely be weak in 2024 but improve
to at least $60 million in 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the company's slower deleveraging
progress, largely due to headwinds in the infant formula business.
The negative outlook also reflects Perrigo's weak projected free
cash flow in 2024 and execution risk for Perrigo to reduce
debt-to-EBITDA to below 5.0x in the next 12 to 18 months.
Ratings could be upgraded if Perrigo generates good operating
performance including consistent organic revenue growth, EBITDA
margin improvement, and solid and consistent free cash flow.
Perrigo would also need to sustain debt-to-EBITDA below 4.0x and
maintain good liquidity to be upgraded.
Ratings could be downgraded if substantive deleveraging does not
occur over the next 12-18 months because of factors such as revenue
weakness, higher costs or additional acquisitions, any of which
lead to debt-to-EBITDA sustained above 5.0x. A deterioration in
liquidity could also lead to a downgrade.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Perrigo Company plc, with registered offices in Dublin, Ireland and
principal executive offices in Allegan, Michigan, develops,
manufactures, and distributes over-the-counter drugs, infant
formulas, and nutritional products. The publicly-traded company
reported revenue of approximately $4.7 billion in fiscal 2023.
PETER RINALDI: Seeks Cash Collateral Access
-------------------------------------------
Peter Rinaldi, DMD, LLC asks the U.S. Bankruptcy Court for the
District of Maryland, at Greenbelt, for authority to use cash
collateral and provide adequate protection in accordance with its
agreement with Firstrust Bank.
The Debtor has secured creditors, some with liens on its cash and
accounts, which is therefore cash collateral.
The Debtor's first position secured creditor is Firstrust Bank,
with a claim that exceeds $1.7 million. Although the Debtor has
subordinate secured creditors, according to the Debtor's schedules
its assets aggregate $243,163, far less than the total of the
Firstrust claim. Thus, the liens of subordinate secured creditors
are without value except and only to the extent they provided
purchase money for the asset(s) that secure them.
Firstrust has perfected its security interest by the filing of
three Uniform Commercial Code Forms 1, all of which are still in
force and all of which pre-date the filing of UCC-1s by other
creditors.
A copy of the motion is available at https://urlcurt.com/u?l=hAHyBp
from PacerMonitor.com.
About Peter Rinaldi DMD LLC
Peter Rinaldi DMD LLC d/b/a Rinaldi Dental Arts specializes in
cosmetic dentistry.
Peter Rinaldi DMD LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D Md. Case No. 24-10504)
on Jan. 21, 2024, listing $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. The petition was signed by
Peter Rinaldi as owner.
Judge Lori S. Simpson presides over the case.
David E. Lynn, Esq. at District of Maryland, P.C. represents the
Debtor as counsel.
PHUNWARE INC: Incurs $52.8 Million Net Loss in 2023
---------------------------------------------------
Phunware, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting 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.
"As a result of the review of our assessment, we believe we have
sufficient cash on-hand to fund potential net cash outflows for one
year following the filing date of this Annual Report on Form 10-K.
Accordingly, we believe there does not exist any indication of
substantial doubt about our ability to continue as a going concern
for one year following the filing date of this Annual Report on
Form 10-K," said Phunware in the Report.
"As of the date of this Annual Report on Form 10-K, while we
believe we have adequate capital resources to complete our
near-term operations, there is no guarantee that such capital
resources will be sufficient until such time we reach
profitability. We may access capital markets to fund strategic
acquisitions or ongoing operations on terms we believe are
favorable. The timing and amount of capital that may be raised is
dependent on market conditions and the terms and conditions upon
which investors would require to provide such capital. The Company
may utilize debt or sell newly issued equity securities through
public or private transactions, or through the use of an
at-the-market facility. We currently have an effective "shelf"
registration statement on Form S-3 we may utilize for additional
financing for the issuance of our common stock, preferred stock,
warrants or units.
"There can be no assurance that we will be able to obtain
additional funding on satisfactory terms or at all. In addition,
no assurance can be given that any such financing, if obtained,
will be adequate to meet our capital needs and support our growth.
If additional funding cannot be obtained on a timely basis and on
satisfactory terms, our operations would be materially negatively
impacted; however, we have been successful in accessing capital
markets in the past, and we are confident in our ability to access
capital markets again, if needed," the Company added.
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/1665300/000162828024011484/phun-20231231.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, a net loss of $53.52 million for the year ended Dec.
31, 2021, a net loss of $22.20 million for the year ended Dec. 31,
2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, a net loss attributable to common shares of $923,180 for the
year ended Nov. 30, 2018, and a net loss attributable to common
shares of $307,274 for the year ended Dec. 30, 2017.
PIGEONLY INC: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Pigeonly, Inc. dba Fotopigeon asks the U.S. Bankruptcy Court for
the District of Nevada for authority to use cash collateral and
provide adequate protection to U.S. Eagle Federal Credit Union.
The Debtor has identified the challenges faced by inmates and
corrections personnel due to the issue of mail sent directly to
inmates. This service helps prevent the flow of contraband and
illegal drugs, which can lead to overdoses and even death. Debtor's
services involve a central location that digitally scans and copies
all incoming mail, providing facilities with searchable PDF scans.
The approved mail is then printed and repackaged in a "Pigeonly
Corrections" envelope, with the inmate and sender's name, a unique
QR code, and a parcel number for tracking and security. The
Debtor's unique service is that it provides tangible mail to
inmates, eliminating the incentive to send contraband through the
mail. This approach also ensures that inmates have access to their
mail, preventing lawsuits for violating their First Amendment
rights.
The company has launched several technology-driven products since
2013, including a commissary funder, a phone call facilitator, a
mail service, a postcard app, greeting cards, and articles to keep
inmates updated on important events and politics.
In 2020, Debtor had gross revenue of $1.58 million, which grew to
$3.55 million in 2021. Unfortunately, in late 2022, Debtor faced
two challenges. First, due to chargebacks exceeding 2%, Stripe
(Debtor's payment processor) refused to continue processing credit
card payments from the Debtor's users. Additionally, the Debtor
lost the revenue from its offering of VoIP services. The result was
a sharp decline in revenue. In 2022, Debtor's gross revenue, which
had been increasing in the first two quarters of 2022,
significantly decreased in the fourth quarter, resulting in annual
gross income of $3 million, which further decreased to $1.15 in
2023.
During this challenging period, to ensure the Debtor's survival,
the Debtor took on significant debt, including from predatory
lenders providing merchant cash advances against receivables.
The Debtor does not own any real property and its personal property
utilized in its business has been schedules as having a value of
less than $650,000.
On August 13, 2020, U.S. Eagle lent Debtor the principal amount of
$3.075 million, which is guaranteed by the Small Business
Association. The Loan was memorialized by a Loan Agreement, Note
(which was amended on September 26, 2022), and Security Agreement,
providing a security interest in essentially all of the Debtor's
assets. U.S. Eagle filed a UCC-1 Financing Statement with the
Delaware Department of State, at Filing No. 2020-55752302, on
August 13, 2020.
U.S. Eagle contends that the outstanding balance of the Loan is
$3.158 million.
Irrespective of the exact balance of the Loan, it is indisputable
that U.S. Eagle is significantly undersecured, likely more than
$2.5 million.
Additionally, certain MSA Lenders filed UCC-1 Financing Statements
in Delaware and Nevada after U.S. Eagle; however, Debtor disputes
the validity of these debts. Irrespective of such dispute, as U.S.
Eagle's first priority lien is undersecured by likely more than
$2.5 million, each of these potential claimants arising after U.S.
Eagle filed its UCC-1 Financing Statement are entirely unsecured.
The Debtor's principal, Mr. Frederick Hutson has agreed to infuse
$50,000 in April, $25,000 in May, and $5,000 in June, which funds
are unequivocally not cash collateral, but benefit U.S. Eagle by
ensuring Debtor has the necessary funds to operate pending
additional contract payments initiating in April, May, and June.
This equity infusion provides sufficient adequate protection to
U.S. Eagle for use of Debtor's cash that may be its cash
collateral.
While the use of cash collateral (if any) between March and June is
relatively nominal, the Debtor nonetheless proposes to make
adequate protection payments to U.S. Eagle in the amount of $3,000
in May, $5,000 in June, and $7,500 in June and each month
thereafter that the Chapter 11 Case is pending prior to the
effective date of a plan, which payments will be made on or before
the fifth calendar day of each month.
A copy of the motion is available at https://urlcurt.com/u?l=BqfyXv
from PacerMonitor.com.
About Pigeonly Inc.
Pigeonly Inc. offers products that address and solve communication
barriers between inmates. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No.
24-10355) on January 26, 2024, with $500,001 to $1 million in
assets and $1,000,001 to $10 million in liabilities.
Rulon J. Huntsman, Esq., represents the Debtor as legal counsel.
PREMIER KINGS: Court OKs Sale of Assets to Newell-Berg for $1.31MM
------------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Premier Kings,
Inc.'s affiliate to sell some of its assets to Newell-Berg Holdings
TN, LLC.
Judge Tamara Mitchell of the U.S. Bankruptcy Court for the Northern
District of Alabama approved the sale agreement between Premier
Kings of North Alabama, LLC and the buyer, which made a $1.31
million offer for the assets.
The assets include the seller's real property located at 1214 N.
Locust Avenue, Lawrenceburg, Tenn., and personal property that was
previously used to operate the Burger King Restaurant, which is
currently closed.
The real property consists of 0.66 acres improved with a
2,800-square-foot building that historically operated as a Burger
King Restaurant.
The assets are being sold "free and clear" of encumbrances,
according to the sale agreement.
Jesse Vogtle, Jr., Esq., attorney for Premier Kings, said the sale
of the real property is a necessary part of the liquidation of
substantially all of the assets of the company and its affiliates.
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.
PRIME MARKETING: Hires Slater Law as Special Litigation Counsel
---------------------------------------------------------------
Prime Marketing, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nevada to employ Slater Law, APC as special
litigation counsel.
The Debtor requires a special counsel for representation in the
lawsuit entitled Equate Media Inc., et al., v. Disha Virendrabhai
Suthar, et al., Case No. 2:21-cv-00314-RGK-AGR, in the U.S.
District Court for the Central District of California.
The firm will be paid at these rates:
Theodore Slater $400
Other Attorneys $350
Paralegals $200
Other Agents $150
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
On or about January 8, 2024, the firm received $7,500 from the
Debtor.
Theodore Slater, Esq., an attorney at Slater Law, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Theodore Slater, Esq.
Slater Law, APC
1017 L St., Ste. 294
Sacramento, CA 95814
Telephone: (818) 970-2241
Email: theoslateresq@gmail.com
About Prime Marketing
Prime Marketing, LLC is a provider of smart IT tools for a business
of global organizations of any sizes. From developing exclusive
strategies to delivering the products, services and expertise, the
company helps its clients' business run more competently and revise
through technology Solutions.
Prime Marketing filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50091) on Jan. 29,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities.
Judge Katharine M. Samson oversees the case.
The Debtor tapped Jeffrey I. Golden, Esq., at Golden Goodrich, LLP
as bankruptcy counsel; L. Edward Humphrey, Esq., at Humphrey
O'Rourke, PLLC as local counsel; and Theodore Slater, Esq., at
Slater Law, APC as special litigation counsel.
PROTERRA INC: Emerges From Chapter 11
-------------------------------------
As previously reported, on August 7, 2023, Proterra Inc,
hereinafter known as Prodigy Investments Holdings, Inc., and its
subsidiary Proterra Operating Company, Inc. filed voluntary
petitions under Chapter 11 of title 11 of the United States Code in
the U.S. Bankruptcy Court for the District of Delaware. The Chapter
11 Cases are currently jointly administered under the caption In re
Proterra Inc, Case No. 23-11120 (BLS). On March 1, 2024, the
Debtors filed the Fifth Amended Joint Chapter 11 Plan of
Reorganization for Proterra Inc. and its Debtor Affiliate.
On March 5, 2024, the Bankruptcy Court held a hearing to consider
confirmation of the Plan. On March 6, 2024, the Bankruptcy Court
entered an order confirming the Plan.
On March 13, 2024, the conditions to the effectiveness of the Plan
were satisfied or waived, and the Debtors emerged from the Chapter
11 Cases.
On the Effective Date, all of the existing shares of the Company's
common stock outstanding immediately before the Effective Date and
all rights attaching or relating thereto were canceled and such
equity interests were deemed to have no further force or effect.
Furthermore, on the Effective Date, that certain Second Amended and
Restated Chapter 11 Plan Support Agreement entered into among the
Debtors, the Official Committee of Unsecured Creditors appointed in
the Chapter 11 Cases and Anthelion Prodigy Co-Investment LP,
Anthelion I Prodigy Holdco LP, and Anthelion PRTA Co-Investment LP
was automatically terminated pursuant to its terms.
On March 13, 2024, the Debtors filed a Notice of Occurrence of
Effective Date as to the Company.
Distribution Trust
The Plan provides for the creation of the PTRA Distribution Trust
(the "Distribution Trust") for the benefit of the holders of
certain Allowed Administrative Claims, Allowed Priority Tax Claims,
Allowed Other Secured Claims, and Allowed Other Priority Claims and
to holders of Allowed Class 5 General Unsecured Claims
(collectively, the "Distribution Trust Beneficiaries"). The
Distribution Trust was established to provide for distributions of
the Distribution Trust Assets to the Distribution Trust
Beneficiaries in accordance with the Plan and the Confirmation
Order. The trustee for the Distribution Trust is Steven Balasiano.
The trustee is required to oversee and administer the Distribution
Trust and distribute the Distribution Trust Assets in accordance
with the terms of the Distribution Trust Agreement and the Plan.
On the Effective Date, the Debtors funded the Distribution Trust
with cash comprised of cash proceeds of sales of assets and cash on
hand as of the Effective Date, in the total amount of approximately
$80 million (portions of which amount shall fund reserves to be
administered by the Distribution Trust as more fully set forth in
the Plan).
Additionally, new Organizational Documents of the Company became
effective, authorizing the issuance of shares of common stock, par
value $0.0001 per share (the "New Common Stock"), representing 100%
of the equity interests in the Company. In accordance with the
foregoing, on the Effective Date, the Company, as reorganized on
the Effective Date in accordance with the Plan, issued the New
Common Stock. The shares of New Common Stock issued pursuant to the
Plan were issued in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act") provided by section 1145 of the Bankruptcy
Code.
On the Effective Date, pursuant to the Plan, 1,000,000 shares of
New Common Stock were issued pro rata to holders of the Second Lien
Convertible Notes Claims in partial exchange for the cancellation
of the Second Lien Convertible Notes.
As of the Effective Date, 1,000,000 shares of New Common Stock were
issued and outstanding, all of which were issued in transactions
not involving an underwriter pursuant to and in accordance with an
exemption from registration under the Securities Act.
Except as otherwise provided in the Plan and related documentation,
all notes, equity, agreements, instruments, certificates and other
documents evidencing any claim against or interest in the Debtors
(except such certificates, notes or other instruments or documents
evidencing indebtedness or obligations of, or interests in, the
Debtors that are specifically reinstated pursuant to the Plan) were
cancelled on the Effective Date and the obligations of the Debtors
thereunder or in any way related thereto were released and
discharged. The securities cancelled on the Effective Date include
all of the Second Lien Convertible Notes and equity interests in
the Company.
On the Effective Date, all of the Second Lien Convertible Notes
Claims and equity interests in the Company were cancelled. In
respect of the cancellation of the Second Lien Convertible Notes
Claims and pursuant to the Plan and related documentation, on the
Effective Date, any holder of the Second Lien Convertible Notes
immediately prior to the Effective Date shall receive a pro rata
portion of the New Common Stock such that 100% of the equity of
Reorganized Proterra will be held by the prior holders of the
Second Lien Convertible Notes.
On the Effective Date, the Debtors' officers, including Mr. Gareth
T. Joyce, Chief Executive Officer and President of the Company, and
Mr. Justin Derek Pugh, Acting Chief Financial Officer of the
Company, were replaced pursuant to the Plan by the Reorganized
Debtors' new officers, each effective as of March 13, 2024.
Departure of Directors
The Plan provides that the term of the current members of the board
of directors of the Company shall have expired on the Effective
Date. Each of the Company's directors, Jan. R. Hauser, Gareth T.
Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen,
Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore
ceased to be directors of the Company on the Effective Date.
Moreover, as of the Effective Date, the board of directors of the
Company (the "Board") consists of the following five directors who
were appointed: Vusal Najafov, Ewa Kozicz, Artem Mariychin,
Michelle Barone, and Jordan Jaffe. Such appointments were made
pursuant to the Plan without any requirement of further action by
the stockholders or directors of the Company. Similarly, as of the
Effective Date, Ewa Kozicz was appointed as President, Secretary,
and Treasurer. Such appointment was made pursuant to the Plan
without any requirement of further action by the stockholders or
directors of the Company.
As of the Effective Date, in connection with emergence and
cancellation of all of the existing shares of the Company's common
stock, all outstanding equity-based awards under the Proterra Inc
2021 Equity Incentive Plan, the Proterra Inc 2021 Employee Stock
Purchase Plan (the "ESPP") and the Proterra Inc 2010 Equity
Incentive Plan (the "2010 Plan", and, collectively with the Equity
Incentive Plan, the ESPP and the 2010 Plan, the "Equity Plans")
were automatically cancelled without consideration and the Equity
Plans are of no further force and effect with respect to any
equity-based awards thereunder.
As of the Effective Date, securities were no longer offered under
the Equity Plans.
On the Effective Date, pursuant to the terms of the Plan, the
Company filed the Amended and Restated Certificate of Incorporation
of the Company with the office of the Secretary of State of
Delaware. Also on the Effective Date, and pursuant to the terms of
the Plan, the Company adopted the Amended and Restated Bylaws of
the Company.
In conjunction with its emergence from Chapter 11 Cases, the
Company filed a post-effective amendments to each of its
Registration Statements on Form S-8 with the Securities and
Exchange Commission on March 1, 2024.
On the Effective Date, the Company filed a Form 15 with the SEC
deregistering the Company's common stock pursuant to Rule
12g-4(a)(1) under the Exchange Act. Upon filing the Form 15, the
Company's obligations to file certain reports and forms with the
SEC, including Forms 10-K, 10-Q and 8-K, were immediately
suspended. The Company intends to immediately cease filing any
further periodic or current reports under the Exchange Act.
As a result of the Plan becoming effective, all of the Company's
equity interests, consisting of outstanding shares of common stock
of the Company and related rights to receive or purchase shares of
common stock, were cancelled on the Effective Date without
consideration and have no value.
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/4hw7jyb9
About Proterra Inc.
Proterra Inc.'s business involves designing, manufacturing and
selling electric transit buses and components, batteries, and
electric drive trains; and providing and selling related products
and services.
Proterra Inc. and its affiliate, Proterra Operating Company, Inc.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. At the
time of the filing, the Debtors reported $500 million to $1 billion
in both assets and liabilities.
Judge Brendan Linehan Shannon oversees the cases.
Young Conaway Stargatt & Taylor, LLP and Paul Weiss Rifkind Wharton
& Garrison, LLP represent the Debtors as legal counsels. The
Debtors also tapped FTI Consulting, Inc. as financial advisor;
Moelis & Company, LLC as investment banker; and Kurtzman Carson
Consultants, LLC as claims, noticing and administrative agent.
Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee is represented by the law firms of
Morris James, LLP and Lowenstein Sandler, LLP.
PROVIZOR FEDERAL: Court OKs $5MM DIP Loan from Kore
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, authorized Provizor Federal, Inc. to use cash collateral
and obtain postpetition financing, on an interim basis.
The Debtor obtained postpetition financing on a secured
superpriority basis, consisting of a revolving loan facility in an
aggregate principal amount of up to $5 million from Kore Capital
Corporation, consisting of:
a. an Interim Loan Advance in the principal amounts set forth
in the Approved Budget;
b. a roll-up of the Prepetition Liabilities outstanding under
the Credit Agreement; and
c. additional Advances in accordance with the Senior Secured
Superpriority Priming Debtor-in Possession Revolving Credit and
Security Agreement under the Credit Facility.
The Debtor is permitted to borrow under the DIP Facility in an
amount not to exceed $5 million, on an interim basis.
All obligations under the DIP Facility, accrued or otherwise, will
be due and payable in full on or before December 14, 2024.
Until the payment in full of the DIP Obligations, the Debtor will:
(a) insure the DIP Collateral as required under the DIP Loan
Documents or the Prepetition Documents, as applicable; and (b)
maintain the cash management system consistent with the terms and
conditions of any order(s) governing the Debtor's cash management
systems and the DIP Loan Documents.
Prior to the Petition Date, Kore made loan advances and provided
other financial accommodations to the Debtor pursuant to the terms
and conditions set forth in:
(a) the Revolving Credit and Security Agreement, dated as of
October 7, 2021 by and between Provizor Federal, Inc. f/k/a OMV
Medical, Inc. and Prepetition Lender; and
(b) all other agreements, documents and instruments executed
and/or delivered with, to, or in favor of the Prepetition Lender in
connection with the Prepetition Loan Agreement.
As of the Petition Date, the Debtor was indebted under the
Prepetition Loan Documents to the Prepetition Lender in an
aggregate outstanding principal amount of $2.221 million plus
interest accrued, accruing or chargeable with respect thereto and
other charges.
The Debtor has an immediate and critical need to obtain financing
pursuant to the DIP Facility and to continue to use the Prepetition
Collateral in order to, among other things, (a) pay the fees,
costs, and expenses incurred in connection with the Chapter 11
Case, (b) fund any obligations benefitting from the Carve Out, (c)
permit the orderly continuation of the operation of its business,
(d) maintain business relationships with customers, vendors, and
suppliers, (e) make payroll, and (f) satisfy other working capital
and operational needs.
Subject to payment of the Carve Out, upon entry of the Interim
Order, the DIP Lender is granted, pursuant to 11 U.S.C. section
364(c)(1), allowed superpriority administrative expense claims in
the Chapter 11 Case and any Successor Case for all DIP Obligations
(a) with priority over any and all administrative expense claims
and unsecured claims against the Debtor or its estate in the
Chapter 11 Case and any Successor Case, at any time existing or
arising, of any kind or nature whatsoever, and (b) which will at
all times be senior to the rights of the Debtor and its estate, and
any successor trustee or other estate representative to the extent
permitted by law.
As adequate protection and in consideration for their agreement to
be primed by the DIP Superpriority Claims and the DIP Liens, the
Prepetition Lender (a) will receive a claim having priority over
any and all expenses of the kind specified in, among other sections
of the Bankruptcy Code, Sections 105, 326, 328, 330, 331, 503(b),
506(c), 507(a), 507(b), 726, and 1114, subject to payment of the
Carve Out and subject to the DIP Superpriority Claims of the DIP
Lender and existing claims of the Prepetition Lender on the
Prepetition Collateral; and (b) will have valid, binding,
enforceable and perfected liens in all Collateral, junior only to
payment of the Carve Out, the DIP Liens, and any other Permitted
Liens, in each case equal to the sum of the aggregate diminution,
if any, subsequent to the Petition Date, in the value of its
prepetition collateral. As further adequate protection, the
Prepetition Liabilities will accrue interest from and after the
Petition Date as provided in the Prepetition Loan Documents, which
amount will be included in the total outstanding amount of
Prepetition Liabilities included in the Roll-Up Loan and paid in
accordance with the DIP Credit Agreement, the Interim Order or the
Final Order.
A continued hearing on the matter is set for May 15, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=CqqHTR
from PacerMonitor.com.
About Provizor Federal, Inc.
Provizor Federal, Inc. provides medical staffing and management
services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-11528) on February 26,
2024. In the petition signed by President and CEO Marilon
Green-Hickson, the Debtor disclosed up to $10 million in assets and
up to $50 million in liabilities.
Judge David E. Rice oversees the case.
The Debtor tapped Ice Miller LLP as bankruptcy counsel; Sheppard,
Mullin, Richter & Hampton LLP as special legal counsel; and SC&H
Group as financial advisor.
QUIKRETE HOLDINGS: S&P Rates $2.4MM New Term Loan B 'BB'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to Quikrete Holdings Inc.'s proposed $2.4 billion
term loan B due 2031. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default. The company will use
the term loan proceeds to refinance its current $2.4 billion term
loan B due 2027.
S&P views the transaction as leverage-neutral, and as such it does
not affect its forecast financial metrics for Quikrete. Thus, its
'BB' issuer credit rating and the stable outlook are unchanged.
RED INTERMEDIATECO: S&P Withdraws 'B-' Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on  Red
IntermediateCo LLC (d/b/a Virgin Pulse), including its 'B-' issuer
credit rating and 'B-' and 'CCC' issue-level ratings on its first-
and second-lien debt, respectively, as the company repaid its
entire prior debt after Virgin Pulse merged with HealthComp LLC
(not rated). At the time of the withdrawal, S&P's outlook on the
company was stable.
RI-TAR ENTERPRISES: Seeks to Hire DeMarco Mitchell as Counsel
-------------------------------------------------------------
Ri-Tar Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ DeMarco
Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Ri-Tar Enterprises
Ri-Tar Enterprises, Inc. in Arlington, TX, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Tex. Case No.
23-43761) on December 6, 2023, listing as much as $1 million to $10
million in both assets and liabilities. Huay Ling Yen, president,
signed the petition.
Judge Mark X. Mullin oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
RISE DEVELOPMENT: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Rise Development Partners, LLC to use cash collateral on
an inteirm basis, in accordance with the budget.
Prior to commencement of the Chapter 11 Case, the Debtor incurred a
loan obligation to the U.S. Small Business Administration in the
principal amount of $150,000. The balance of the Loan, as of the
Filing Date and as asserted by the SBA is $162,977.
The SBA has asserted that it holds a lien against all assets of the
Debtor to secure the Loan.
The Debtor is permitted to remit monthly adequate protection
payments in the amount of $731 to the SBA, to be paid by the fifth
day of the month, or, if such date falls on a Saturday, Sunday, or
legal holiday, the next business day thereafter. The Debtor is
current with post-petition Adequate Protection Payments and shall
continue to make such payments through confirmation of a plan. The
Adequate Protection Payments made will be applied in the discretion
of the SBA as to principal and interest, and any other amounts
provided under the prepetition loan documents, if any.
To the extent of any diminution in the value of the SBA's
collateral, including its cash collateral, the SBA is granted
valid, binding and enforceable post-petition replacement liens upon
and security interests in all assets of the Debtor, regardless of
whether such assets are acquired by the Debtor prior to the
Petition Date or after the Petition Date which liens, except for
liens on vehicles and/or equipment as of the Petition Date, will be
senior to all other security interest in, liens upon or claims
against any of the Collateral.
These events that constitute an "Event of Default":
i. Failure by the Debtor to timely make an Adequate Protection
Payment;
ii. Use by the Debtor of cash collateral for any expenditures
that are not in the ordinary course of the Debtor's business;
iii. Except as set forth herein, the entry of any order by the
Court granting relief from or modifying the automatic stay;
iv. Dismissal of the Chapter 11 case or conversion of this
Chapter 11 case to a Chapter 7 case, or appointment of a Chapter 11
trustee, or examiner with enlarged powers, or other responsible
person; and/or
v. A default by the Debtor in reporting financial or
operational information as and when required under this Order or
the Pre-Petition SBA Agreements.
A copy of the order is available at https://urlcurt.com/u?l=koHSEG
from PacerMonitor.cm.
About Rise Development Partners
Rise Development Partners LLC is a full-service construction
company in Brooklyn, N.Y., offering a wide range of services,
specializing in real estate development and commercial and
residential renovations.
Rise Development Partners LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-44119) on Nov. 10, 2023, with $1,709,308 in assets and
$6,302,176 in liabilities. Lawrence Rafalovich, president, signed
the petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor is represented by Adam P. Wofse, Esq., at Lamonica
Herbst & Maniscalco, LLP.
RODA LLC: Seeks to Hire Foster Garvey PC as Bankruptcy Counsel
--------------------------------------------------------------
RODA, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Oregon to employ Foster Garvey PC as its counsel.
The firm's services include:
(a) provide the Debtor with advice on its duties and
responsibilities;
(b) amend schedules (as needed);
(c) obtain continued use of cash collateral;
(d) defend motions for relief from stay;
(e) analyze and object claims;
(f) prosecute and defend adversary proceedings;
(g) formulate and approve a plan and disclosure statement;
(h) negotiate with creditors and other parties in interest;
(i) negotiate with possible buyers of estate assets; and
(j) perform all other matters requiring legal representation
of the Debtor in this case.
The hourly rates of the firm's counsel and staff are as follows:
Tara Schleicher, Partner $565
Jason Ayres, Partner $545
Maggie Sholian, Associate $420
Paralegals $305
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $50,000 from the Debtor for legal
services in connection with this bankruptcy matter.
Ms. Schleicher disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Tara J. Schleicher, Esq.
Foster Garvey PC
121 SW Morrison St., 11th Floor
Portland, OR 97204
Telephone: (503) 228-3939
Facsimile: (503) 226-0259
Email: tara.schleicher@foster.com
About Roda LLC
Roda, LLC, a company in Washington County, Ore., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case
No. 23-30250) on Feb. 6, 2023. In the petition signed by its
managing member, Roy MacMillan, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Teresa H. Pearson oversees the case.
The Debtor tapped Tara J. Schleicher, Esq., at Foster Garvey PC as
bankruptcy counsel; Intellequity Legal Services, LLC as special
counsel; Thomas L. Strong CPA PC as accountant; and Boverman &
Associates, LLC as business consultant.
S.M.M. INVESTMENTS: Hires Gonzalo Valenzuela as Real Estate Broker
------------------------------------------------------------------
S.M.M. Investments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Gonzalo
Valenzuela, a real estate broker at Excellence Real Estate.
The Debtor needs a real estate broker to assist in the sale of its
properties located in Los Angeles, Calif.
Mr. Valenzuela will receive a commission of 1 percent of the total
purchase price for each real property and 1 percent for the sale
and commission for the buyer's broker, if any.
Mr. Valenzuela disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The broker can be reached at:
Gonzalo Valenzuela
Excellence Real Estate
5207 Rosemead Blvd.
Pico Rivera, CA 90660
Telephone: (562) 695-1956
About S.M.M. Investments
S.M.M. Investments, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-10147) on Jan. 10, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Sergio
Moreno, chief executive officer.
Judge Barry Russell presides over the case.
Onyinye N. Anyama, Esq., at Anyama Law Firm, A Professional Corp,
represents the Debtor as counsel.
SABROSA CAFE: Seeks to Hire Miller & Miller as Bankruptcy Counsel
-----------------------------------------------------------------
Sabrosa Cafe & Gallery, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
Miller & Miller, LLP, as its counsel.
The firm will render these services:
(a) consult with the Debtor's professionals or representatives
concerning the administration of the case;
(b) prepare and review pleadings, motions, and
correspondence;
(c) appear at and be involved in proceedings before this
court;
(d) advise the Debtor in the investigation of its acts,
conduct, assets, liabilities, and financial condition, the
operation of its business, and any other matters relevant to the
case;
(e) advise the Debtor of its rights, powers, and duties;
(f) advise the Debtor concerning and assist in the negotiation
and documentation of financing transactions;
(g) review the nature and validity of liens asserted against
the Debtor's property and advise concerning the enforceability of
such liens;
(h) advise and assist the Debtor concerning the actions that
it might take to collect and recover property for the benefit of
its estate;
(i) prepare all necessary legal documents and review all
financial and other reports to be filed in this case;
(j) advise the Debtor concerning, and prepare responses to,
legal papers that may be filed and served in this case;
(k) advise the Debtor in connection with any sales outside the
ordinary course of its business under Sec. 363 of the Bankruptcy
Code;
(l) prepare any and all financial related documents to assist
the Debtor in preparing and filing tax returns; and
(m) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
James Miller $450
Michelle A. Angell $275
Other Associate Attorneys $250 - $300
Paralegals $100 - $200
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
On Feb. 19, 2024, the firm received an initial retainer of $21,738
from the Debtor.
Michelle Angell, Esq., an associate attorney at Miller & Miller,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Michelle A. Angell, Esq.
Miller & Miller Law, LLC
633 W. Wisconsin Ave., Ste. 500
Milwaukee, WI 53203
Telephone: (414) 277-7742
Facsimile: (414) 277-1303
Email: michelle@millermillerlaw.com
About Sabrosa Cafe & Gallery
Sabrosa Cafe & Gallery, Inc., a breakfast and lunch restaurant in
Southeastern Wisconsin, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Wis. Case No. 24-20858) on Feb. 26, 2024. In the
petition signed by Francisco Sanchez, president, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Katherine M Perhach oversees the case.
Michelle A. Angell, Esq., at Miller & Miller Law, LLC serves as the
Debtor's counsel.
SAGO VENTURES: Gets OK to Hire S&ME as Environmental Scientists
---------------------------------------------------------------
Sago Ventures, LLC received approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ S&ME, Inc. as
environmental scientists.
The Debtor needs environmental scientists to perform a Phase 1 on
the Mobile Home Park, located at 2900 Highway 92 in Plant City,
Florida in connection with its acquisition of the property.
S&ME will charge a fee of $2,500 to prepare the Phase 1.
Kirby Stallings, a senior scientist at S&ME, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kirby L. Stallings
S&ME, Inc.
8302 Laurel Fair Circle, Suite 120
Tampa, FL 33610
Telephone: (813) 623-6646
About Sago Ventures
Sago Ventures, LLC, operates the Happy Homes Mobile Park located at
2900 Highway 92 in Plant City, Florida, filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-03489) on Aug. 14, 2023, with $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities.
Judge Catherine Peek McEwen oversees the case.
Amy Denton Mayer, Esq., at Stichter Riedel Blain & Postler, PA is
the Debtor's legal counsel.
SALISH COAST: Gets OK to Hire Williams & Nulle as Accountants
-------------------------------------------------------------
Salish Coast Enterprises, Inc., doing business as Skagit Valley
Malting, received approval from the U.S. Bankruptcy Court for the
Western District of Washington to employ Williams & Nulle,
Certified Public Accountants as its accountants.
The Debtor needs the assistance of accountants to prepare both 2023
and 2024 tax returns.
The firm will be paid a fixed fee of $7,800.
Steven Tobiason, CPA, a principal at Williams & Nulle, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steven L. Tobiason, CPA
Williams & Nulle, Certified Public Accountants
407 Pine St.
Mt. Vernon, WA 98274
Telephone: (360) 336-6611
Email: slt@wncpa.com
About Salish Coast Enterprises
Salish Coast Enterprises, Inc., a craft malthouse in Burlington,
Wash., filed Chapter 11 petition (Bankr. W.D. Wash. Case No.
23-12026) on Oct. 20, 2023, with $1 million to $10 million in both
assets and liabilities. David Green, chief executive officer,
signed the petition.
Judge Timothy W. Dore oversees the case.
The Debtor tapped Meyers Law Group, PC as bankruptcy counsel;
Cairncross & Hempelmann, PS as local counsel; and Williams & Nulle,
Certified Public Accountants as its accountants.
SANO RACING: Seeks to Hire Agentis PLLC as Bankruptcy Counsel
-------------------------------------------------------------
Sano Racing Stables, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Agentis PLLC
as its general bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management of its affairs;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare legal documents necessary in the administration of
the case;
(d) protect the interests of the Debtor and the estate in all
matters pending before the court; and
(e) represent the Debtor in negotiations with its creditors in
the preparation of a plan.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $365 - $665
Paralegals $120 - $250
In addition, the firm will seek reimbursement for expenses
incurred.
Jacqueline Calderin, Esq., a shareholder of Agentis, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jacqueline Calderin, Esq.
Agentis PLLC
45 Almeria Avenue
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
About Sano Racing Stables
Sano Racing Stables, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12298) on March
11, 2024, listing under $1 million in both assets and liabilities.
Judge Scott M. Grossman oversees the case.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
SCHIFF FINE: Court Rejects Bid to Dismiss Involuntary Chapter 7
---------------------------------------------------------------
Judge David S. Jones of the United States Bankruptcy Court for the
Southern District of New York granted Douglas J. Pick's motion to
intervene in Schiff Fine Art LLC's involuntary Chapter 7 case, and
denied in part his motion to dismiss the case. The Court reserved
its decision on Mr. Pick's motion seeking abstention under
Bankruptcy Code Section 305.
Mr. Pick, not individually but in his capacity as Assignee for the
Benefit of SFA's Creditors, filed the two motions.
SFA is a New York limited liability company engaged in the business
of advising and assisting clients in the purchase and sale of fine
art. On January 10, 2024, petitioning creditors filed an
involuntary Chapter 7 petition against SFA following the Chapter 7
filing of SFA's sole member, Lisa Schiff, six days earlier. In the
year prior to the bankruptcy filing, several lawsuits were filed
against SFA and Ms. Schiff in relation to art sales transactions
that allegedly involved financial misdeeds.
The petitioning creditors are Candace Barasch; Adam Sheffer and
Richard Grossman; and Lauren Schor. Together, the petitioning
creditors assert $6.9 million in claims for "stolen
money/artwork."
Specifically, on May 11, 2023, Mr. Grossman and Ms. Barasch filed
an action against SFA in the Supreme Court of New York, New York
County (Index No. 652287/2023) -- Grossman Action -- asserting
claims for breach of contract, conversion, fraud, breach of
fiduciary duty, and conspiracy in relation to a sale of a piece of
artwork by Mr. Grossman and Ms. Barasch through SFA and Ms. Schiff,
following which SFA allegedly failed to remit the entirety of the
sale proceeds to Mr. Grossman and Ms. Barasch.
On May 17, 2023, Ms. Barasch, Michael A. Barasch, and the Bradly A.
Carmel Living Trust filed suit against SFA and Ms. Schiff in the
Supreme Court of New York, New York County (Index No. 652380/2023)
-- Barasch Action -- asserting claims for breach of contract,
conversion, fraud, breach of fiduciary duty, conspiracy, replevin,
accounting, and unjust enrichment, based on allegations that SFA
and Ms. Schiff failed to use millions of dollars of their funds to
purchase artworks as instructed.
The Petitioning Creditors filed a joint opposition to Mr. Pick's
Intervention and Dismissal Motions, asserting that Mr. Pick lacks
standing to contest whether the Petitioning Creditors are eligible
to file an involuntary case against SFA, and that Mr. Pick lacks
sufficient interest in the case to warrant intervention
permissively or as a matter of right.
Following the filing of the Grossman Action and prior to the filing
of the Barasch Action, an assignment proceeding was commenced in
the Supreme Court of the State of New York, County of New York
entitled, In the Matter of the General Assignment for the Benefit
of Creditors of Schiff Fine Arts LLC, Assignor -to- Douglas J.
Pick, Assignee (Sup Ct., N.Y. Cty. – Index No. 5100009/2023).
Since the filing of the Assignment Proceeding on May 15, 2023, the
Assignee, Mr. Pick, has taken steps to marshal SFA's former assets
so as to fund an eventual distribution to SFA's creditors.
Soon after the Petition was filed, SFA filed an answer consenting
to the involuntary case, and Mr. Pick filed both the Intervention
Motion, seeking to intervene to protect his interest in the SFA
assets as Assignee, and the Dismissal Motion, seeking dismissal
based on two theories:
-- The Petitioning Creditors lacked eligibility to file an
involuntary case against SFA; and
- Abstention is warranted because the State Supreme Court is a
more suitable forum for marshalling and distributing assets given
the progress Mr. Pick says he has already made toward that
objective.
The Petitioning Creditors filed an Opposition, disputing Mr. Pick's
contentions as to the Petitioning Creditors' eligibility and
challenging Mr. Pick's standing to raise the defenses he advances.
They also argue that under the language of the assignment
agreement, Mr. Pick has not been conferred the power to litigate
this case.
The Court heard oral arguments for and against the Intervention
Motion and Dismissal Motion on February 8, 2024. The Court
concludes that Mr. Pick's role as Assignee for the benefit of SFA's
creditors gives him an interest in SFA's assets, and that those
assets are among "the property or transaction which is the subject
of the action." In light of this determination, and in light of
SFA's previous filing of a consent to the petition, an order for
relief will be entered and a Chapter 7 Trustee appointed without
delay.
The Dismissal Motion is denied for reasons including that Mr. Pick
is statutorily unauthorized to contest the petition under
Bankruptcy Code Section 303.
However, the Court has not determined with confidence whether
seeking abstention under Section 305, whether in the form of
dismissal or a suspension of activity in a bankruptcy case,
constitutes affirmative or defensive litigation. The Court notes
the parties have not adequately if at all briefed this question,
and it is a topic on which an eventual Chapter 7 Trustee may wish
to be heard, along with other factors relevant to abstention
motions such as which available forum will best serve the interests
of creditors and the Debtor.
With respect to the portion of Mr. Pick's Dismissal Motion that
seeks abstention under Bankruptcy Code Section 305, the Court
invites but does not require supplemental briefing from the
soon-to-be-appointed Chapter 7 Trustee on a date to be determined
after that trustee is appointed, with a continued hearing date to
be scheduled if appropriate. To minimize uncertainty and delay in
the important process of marshalling assets for the benefit of
SFA's creditors, the Court's expectation is that any hearing should
occur within thirty days of the appointment of a Chapter 7
Trustee.
A copy of the Court's decision dated March 12, 2024, is available
at https://tinyurl.com/4bzs4rku
Counsel for the Debtor:
John R. Cahill, Esq.
ARTXLAW PLLC
8 North Front Street
Kingston, NY 12401
Tel: (917) 674-5135
E-mail: john@artxlaw.com
Counsel for the Petitioning Creditors:
Laura D. Castner, Esq.
Wendy J. Lindstrom, Esq.
MAZZOLA LINDSTROM LLP
1350 Avenue of the Americas, 2nd Floor
New York, NY 10019
Tel: (310) 694-8585
(646) 216 8440
E-mail: laura@mazzolalindstrom.com
wendy@mazzolalindstrom.com
Counsel for the Petitioning Creditors:
Eric H. Horn, Esq.
Maria A.G. Harper, Esq.
A.Y. STRAUSS, LLC
290 West Mount Pleasant Avenue, Suite 3260
Livingston, NJ 07039
Tel: (973) 287-5006
E-mail: ehorn@aystrauss.com
Counsel for Douglas J. Pick, as Assignee for the Benefit of
Creditors of Schiff Fine Art LLC:
Douglas Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue
Manhattan, NY 10017
Tel: (212) 695-6000
E-mail: dpick@picklaw.net
Counsel for Lisa Schiff:
Eric J. Snyder, Esq.
WILK AUSLANDER LP
825 8th Avenue, Suite 2900
New York, NY 10019
Tel: (212) 981-2328
E-mail: esnyder@wilkauslander.com
About Schiff Fine Art LLC
Schiff Fine Art LLC -- http://www.sfa-advisory.com-- is a full
service, private art consultancy specializing in modern and
contemporary art. Founded by Lisa Schiff in 2002, SFA serves a
select group of dedicated collectors around the world.
Candace Barasch; Adam Sheffer and Richard Grossman; and Lauren
Schor filed an involuntary Chapter 7 bankruptcy petition against
SFA (Bankr. S.D.N.Y. Case No. 24-10039) on Jan. 10, 2024.
Together, the petitioning creditors assert $6.9 million in claims
for "stolen money/artwork."
The case is before the Hon. David S. Jones.
The petitioning creditors are represented by Eric H. Horn, Esq., at
A.Y. Strauss.
SCHMOLDT CONSTRUCTION: Seeks to Hire DeMarco Mitchell as Counsel
----------------------------------------------------------------
Schmoldt Construction, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ DeMarco Mitchell,
PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Schmoldt Construction
Schmoldt Construction, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-40041) on Jan. 3, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
SIENTRA INC: Court OKs Bid Rules for Sale of Assets
---------------------------------------------------
Sientra Inc. and its affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to solicit bids for
substantially all or a portion of their assets.
Under the court-approved bid procedures, the deadline for potential
buyers to place their bids on the assets is on March 25, at 5:00
p.m. (prevailing Eastern Time). Potential buyers are required to
provide a cash deposit, which is at least 10% of the purchase price
to be paid.
From the pool of these bids, one or more stalking horse bidders
will be selected.
In the event it is not selected as the winning bidder at the
auction on March 28, the stalking horse bidder will receive a
break-up fee of no more than 3% of the total cash consideration
payable under the stalking horse agreement; and expense
reimbursement of up to $500,000.
The sale of the companies' assets to the winning bidder will be
considered at a court hearing set for April 10, at 3:00 p.m.
(prevailing Eastern Time). Objections to the sale are due by April
5, at 5:00 p.m. (prevailing Eastern Time).
The companies are assisted by their investment banker, Miller
Buckfire & Co., LLC.
About Sientra Inc.
Sientra Inc. is a surgical aesthetics company in Irvine, Calif.
Sientra and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-10245) on Feb. 12, 2024. Ronald Menezes,
president and chief executive officer, signed the petitions.
As of Sept. 30, 2023, Sientra reported $139,933,000 in assets and
$171,978,000 in liabilities.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Kirkland & Ellis and Pachulski Stang Ziehl &
Jones, LLP as legal counsels; Berkeley Research Group, LLP as
restructuring advisor; and Miller Buckfire and unit Stifel as
investment banker. Epiq Corporate Restructuring, LLC is the claims
and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
SKILLZ INC: Reports Fourth Quarter, Full Year 2023 Results
----------------------------------------------------------
Skillz Inc. reported financial results for the fourth quarter and
fiscal year ended Dec. 31, 2023.
Fourth Quarter 2023 Financial Highlights:
* Revenue of $29.1 million
* Gross profit of $25.7 million
* Net loss of $20.8 million
* Adjusted EBITDA of $(12.3) million.
* Paying monthly active users (PMAU) of 137,000
* Average Revenue Per Paying Monthly Active User (ARPPU) of
$70.3
* Total operating expenses of $48.3 million
Full Year 2023 Financial Highlights:
* Revenue of $150.1 million
* Gross profit of $134.7 million
* Net loss of $106.7 million
* Adjusted EBITDA of $(70.1) million
* Paying monthly active users (PMAU)2 of 179,000
* Average Revenue Per Paying Monthly Active User (ARPPU) of
$70.0
* Total operating expenses of $250.7 million
* Cash, cash equivalents, and marketable securities of $302.0
million as of December 31, 2023
* Total outstanding debt of $123.9 million as of December 31,
2023
"We made steady progress throughout 2023 with our strategic
initiatives to position Skillz to deliver consistent top-line
growth and positive Adjusted EBITDA," said Andrew Paradise, Skillz'
CEO. "This progress includes improving user economics, which have
benefitted from the introduction of new features that increase
player engagement and monetization. In addition, the payback
period on our customer acquisition costs exiting the year was
significantly shorter than it was entering 2023 and it has
continued to improve to-date in 2024. Importantly, after declines
in our paying audience throughout 2023, we significantly slowed the
decline in the beginning of 2024, and are tracking to a more stable
audience. We are now beginning to transition our efforts toward
scaling the business to generate future profitable growth. Our
continued execution on our strategic initiatives puts Skillz on
track to achieve our goal of generating positive Adjusted EBITDA on
a run-rate basis by the fourth quarter of this year."
Gaetano Franceschi, Skillz' CFO, added, "We continue to demonstrate
prudent management of the business as reflected in the quarterly
sequential improvements in our Adjusted EBITDA loss for every
quarter of 2023, with the fourth quarter loss being 41% less than
in the first quarter. Our focus on managing operating expenses is
similarly driving improvement in our quarterly operating cash burn
and, combined with our strong cash position of more than $300
million at 2023 year-end, provides us with the flexibility to
invest in our key initiatives such as new product features that
provide our players with a better experience which in turn will
create value for our shareholders."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1801661/000180166124000033/ex991_fy23q4-8xkxearningsr.htm
About Skillz Inc.
Headquartered in San Francisco, California, Skillz Inc. --
www.skillz.com -- is a mobile games platform dedicated to bringing
out the best in everyone through competition. The Skillz platform
helps developers create multi-million dollar franchises by enabling
social competition in their games. Leveraging its patented
technology, Skillz hosts billions of casual eSports tournaments for
millions of mobile players worldwide, with the goal of building the
home of competition for all.
Skillz reported a net loss of $438.87 million in 2022, a net loss
of $187.92 million in 2021, and a net loss of $149.08 million in
2020. As of March 31, 2023, the Company had $612.16 million in
total assets, $357.77 million in total liabilities, and $254.38
million in total stockholders' equity.
* * *
As reported by the TCR on April 28, 2023, Moody's Investors Service
downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1
following the company's recent repurchase of more than 50% of its
outstanding debt at sizable discount to par, reducing available
liquidity to fund projected cash flow deficits. Moody's said the
Caa2 CFR reflects the increased risk that Skillz's debt capital
structure is unsustainable due to reduced liquidity to fund
projected cash flow deficits.
As reported by the TCR on Jan. 19, 2024, S&P Global Ratings
retained its ratings on Las Vegas-based Skillz Inc., including its
'CCC+' issuer credit rating, following the assignment of the new
management and governance (M&G) assessment.
SKIN LOGIC: Trustee Taps Bassman Adelman & Weiss as Tax Accountant
------------------------------------------------------------------
Stephen A. Metz, the trustee appointed in the Chapter 11 case of
Skin Logic, LLC, seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ Bassman, Adelman &
Weiss, PC as his tax accountant.
The Debtor needs a tax accountant to prepare its tax returns and
related documents.
The hourly rates of the firm's professionals are as follows:
Alan G. Bassman, CPA $375
Preparer $290
Admin $180
In addition, the firm will seek reimbursement for expenses
incurred.
Alan Bassman, CPA, a member at Bassman, Adelman & Weiss, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alan G. Bassman, CPA
Bassman, Adelman & Weiss, PC
630 Sentry Pkwy.
Blue Bell, PA 19422
Telephone: (215) 628-0420
Facsimile: (215) 628-3461
Email: alan@bassman.com
About Skin Logic
Skin Logic, LLC provides medical aesthetics and skin enrichment
medical services. The Company offers consultations and clinical
treatments conducted by medical aestheticians, massage therapists,
aesthetic nurse practitioners, plastic surgeons, and other licensed
professionals.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11352) on August 24,
2023. In the petition signed by Valeria Gunkova, managing member,
the Debtor disclosed $2,475,296 in total assets and $19,101,671 in
total liabilities.
Maurice Verstandig, Esq., at The Belmont Firm, represents the
Debtor as legal counsel.
Stephen A. Metz was appointed as trustee in this Chapter 11 case.
He tapped SPS Consulting LLC as his accountant and Bassman, Adelman
& Weiss, PC as tax accountant.
STARWOOD PROPERTY: Fitch Assigns BB+(EXP) Rating on $400MM Notes
----------------------------------------------------------------
Fitch Ratings has assigned an expected 'BB+(EXP)' rating to
Starwood Property Trust, Inc.'s planned issuance of $400 million of
senior unsecured sustainability notes maturing in 2029. Proceeds
from the proposed issuance are expected to be used for general
corporate purposes, including to pay down borrowings under secured
repurchase facilities. The fixed rate of interest and final
maturity date will be determined at the time of issuance.
KEY RATING DRIVERS
The expected rating on the new senior unsecured sustainability
notes is equalized with the ratings assigned to Starwood's existing
senior unsecured debt as the new notes will rank equally in the
capital structure. The unsecured debt rating is equalized with
Starwood's 'BB+' Long-Term Issuer Default Rating (IDR), reflecting
the availability of unencumbered assets and average recoveries
prospects for creditors in a stress scenario.
Fitch expects this transaction will be neutral to Starwood's
leverage, given that proceeds will be used to repay existing
borrowings. Starwood's leverage, calculated by Fitch as gross
debt-to-tangible equity, including off-balance sheet, non-recourse
funding adding back accumulated depreciation on real estate to
tangible equity, was approximately 4.0x at Dec. 31, 2023.
Fitch believes it is appropriate to add accumulated depreciation on
the real estate portfolio back to tangible equity, as the firm has
a strong track record of recognizing the gross book value of the
portfolio at exit. Fitch notes that leverage would be considerably
lower, at 2.5x, if all non-recourse borrowings were excluded from
the calculation.
Starwood's ratings reflect the strength of its affiliation with
Starwood Capital Group, which provides access to deal flow and deep
industry and collateral expertise. The affiliation also provides a
solid market position within Starwood Capital Group's core
segments, the relative diversity of its business model, consistent
operating performance, appropriate leverage, diverse and
well-laddered funding profile, and solid liquidity.
The challenging CRE operating environment and its impact to credit
quality weighs on Fitch's rating assessment of Starwood and its
peers. Rating constraints also include Starwood's largely secured
funding profile and reliance on wholesale funding sources.
The Stable Outlook reflects Fitch's view that Starwood will
continue to maintain solid asset quality in a deteriorating
operating environment, exhibited by relatively low credit losses.
Fitch also expects Starwood to generate reasonable earnings and
maintain leverage at a level appropriate for the risk profile of
the portfolio. In addition, Fitch expects the company to
opportunistically issue unsecured debt, enhance its funding
flexibility, appropriately manage its debt maturity profile and
maintain solid liquidity.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained increase in Fitch-calculated leverage, including all
non-recourse debt, above 5.0x;
- A sustained reduction in the proportion of unsecured debt funding
below 10%;
- An inability to maintain sufficient liquidity relative to
near-term debt maturities, unfunded commitments and margin call
potential;
- A reduction in business line diversity due to a material shift in
strategy;
- A material deterioration in credit performance that results in
write-offs above longer-term historical levels; and/or
- A reduction in core earnings and earnings coverage of the
dividend.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sustained increase in the proportion of unsecured debt
approaching 35% of total debt;
- The maintenance of leverage at-or-below 3x on a Fitch-calculated
basis, including on-balance sheet non-recourse debt;
- The maintenance of strong asset quality performance;
- Consistent core earnings generation; and/or
- The maintenance of a solid liquidity profile.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The expected rating on the new senior unsecured sustainability
notes is equalized with the ratings assigned to Starwood's existing
senior unsecured debt as the new notes will rank equally in the
capital structure. The unsecured debt rating is equalized with
Starwood's Long-Term IDR, reflecting the availability of
unencumbered assets and average recovery prospects for creditors in
a stressed scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected rating on the unsecured sustainability notes is
sensitive to changes to Starwood's Long-Term IDR, unsecured funding
mix and the level of unencumbered balance sheet assets relative to
outstanding unsecured debt. An increase in secured debt and/or a
sustained decline in the level of unencumbered assets, which
weakens recovery prospects on the unsecured debt, could result in
the unsecured debt ratings being notched down from the Long-Term
IDR.
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
----------- ------
Starwood Property
Trust, Inc.
senior unsecured LT BB+(EXP) Expected Rating
STENSON LANDSCAPE: Seeks to Hire DeMarco Mitchell as Legal Counsel
------------------------------------------------------------------
Stenson Landscape & Irrigation, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
DeMarco Mitchell, PLLC as substitute counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Stenson Landscape & Irrigation
Stenson Landscape & Irrigation, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Tex. Case No. 24-40243) on Feb. 1, 2024. In the petition signed by
Tracy Terrell Doyle, president, the Debtor disclosed up to $50,000
in assets and up to $10 million in liabilities.
Judge Brenda T. Rhoades oversees the case.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
STERLING CONSULTING: Unsecureds to Split $54K over 3 Years
----------------------------------------------------------
Sterling Consulting Corp. filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Subchapter V Plan of
Reorganization dated March 11, 2024.
The Debtor is a Florida corporation with a primary place of
business in Delray Beach, Florida. Debtor commenced operations in
1986. From and after 1986, Debtor's primary business was the
recapitalization and reorganization of financially distressed
companies and real estate properties.
One half of the common stock of the Debtor is owned by Richard
Block, President and Chief Executive Officer, and one half of the
common stock is owned by Andrea Block, Vice President and Chief
Operating Officer. Debtor has a temporary place of business located
at 4101 East Louisiana Avenue, Suite 300, Denver, Colorado, 80246.
The building in which the Debtor operates is scheduled for
demolition in May or June of 2024.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $54,000.00 toward the
unsecured claims once the Debtor recommences operations, which had
to cease due to the contested matter. The final Plan payment is
expected to be paid in 36 months from the Effective Date.
The Debtor intends to implement the Plan by re-commencing
operations and generating sufficient income from the Debtor's
business to fund the required payments to creditors. In the event
the Debtor does not have sufficient funds to meet the payments, the
Debtor shall utilize funds on hand to make the payments.
The Debtor will commit disposable income to fund the Plan in the
total amount of $54,000.00 to the unsecured claims in accordance
with the Projections. The Debtor expects to have sufficient cash on
hand to make the payments required on the Effective Date. Such net
disposable income should be sufficient to provide a distribution to
unsecured creditors over the life of the Plan of approximately
$54,000.00.
This Plan under Chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from cash flow from operation of the
Debtor's business and current cash on hand.
Class One consists of General Unsecured Creditors. The General
Unsecured claims include all other allowed claims of Unsecured
Creditors of the Debtor, subject to any Objections that are filed
and sustained by the Court. The general unsecured claims prior to
the filing of any objections total the amount of $978,009.83, which
will be paid over the 3 year-term of the Plan as follows on a
prorate basis.
Months 1-6 $500.00 per month
Months 7-12 $1,000.00 per month
Months 13-18 $1,500.00 per month
Months 19-36 $2,000.00 per month
The payments will commence on the Effective Date of the Plan. The
dividend to this class of creditors is subject to change upon the
determination of objections to claims. To the extent that the
Debtor is successful or unsuccessful in any or all of the proposed
Objections, then the dividend and distribution to each individual
Class of General Unsecured Claims then the dividend and
distribution to each individual creditor will be adjusted
accordingly. These claims are impaired.
The Debtor shall contribute his disposable income to fund the Plan
in the total amount of $54,000.00 to the unsecured creditors in
accordance with the Projections. In the event the Debtor's
disposable income is insufficient to meet the plan payments, the
Debtor shall fund the plan through his non-exempt or exempt
assets.
Upon Confirmation of the Plan, all property of the Debtor, tangible
and intangible, will revert, free and clear of all Claims and
Equitable Interests except as provided in the Plan, to the Debtor
as they were held prior to the Petition Date. The Debtor expects to
have sufficient cash on hand to make the payments required on the
Effective Date.
A full-text copy of the Subchapter V Plan dated March 11, 2024 is
available at https://urlcurt.com/u?l=Cm7yQw from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Craig I. Kelley, Esq.
Dana Kaplan, Esq.
Kelley Kaplan & Eller, PLLC
1665 Palm Beach Lakes Blvd. Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
Email: craig@kelleylawoffice.com
About Sterling Consulting Corp.
Sterling Consulting Corporation is a Florida corporation with a
primary place of business in Delray Beach, Florida.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20196) on Dec. 11,
2023, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities.
Craig I. Kelley, Esq., at Kelley Kaplan & Eller, PLLC represents
the Debtor as legal counsel.
STRATEGIES 360: Court OKs Continued Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington,
authorized Strategies 360, Inc. to use cash collateral on an
interim basis, in accordance with the Second Interim Order through
the date of the hearing on confirmation of the Debtor's proposed
plan of reorganization.
As previously reported by The Troubled Company Reporter, the Debtor
was and remains indebted to KeyBank National Association under a
reducing revolving line of credit with a principal balance of
approximately $3.7 million as of November 22, 2023.
The terms of the KeyBank Loan are set forth in various loan
documents, including a Business Loan Agreement dated March 27,
2023, Promissory Note and Security Agreement, all dated November 5,
2021.
The KeyBank Note matured on November 1, 2023.
Pursuant to the KeyBank Security Agreement dated November 5, 2021,
the Debtor granted KeyBank a blanket security interest in the
Debtor's personal property to secure the KeyBank Loan.
KeyBank caused a UCC-1 financing statement to be filed with respect
to the Prepetition Collateral with the Washington Department of
Licensing on October 1, 2019, Filing Number 2019-274-7933-1.
The Debtor was directed to pay KeyBank monthly interest at the
non-default rate designated in the KeyBank Loan Agreement and/or
KeyBank Note, beginning on January 10, 2024, with all subsequent
interest payments to be due on the same day of each month
thereafter.
As adequate protection, KeyBank was granted valid, binding,
enforceable and perfected replacement liens on and security
interests in all Postpetition Collateral, to the same extent and
with the same validity and priority as KeyBank's liens in
Prepetition Collateral, to secure an amount equal to the decrease,
if any, in the value of KeyBank's interest in Prepetition
Collateral.
A copy of the order is available at https://urlcurt.com/u?l=CuOJEO
from PacerMonitor.com.
About Strategies 360, Inc.
Strategies 360, Inc. is a full-service communications firm with
offices in eleven states, the District of Columbia, and British
Columbia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. D.C. Case No. 23-12303-TWD) on November
27, 2023. In the petition signed by John Rosenberg, chief financial
officer, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Timothy W. Dore oversees the case.
Thomas A. Buford, Esq., at Bush Kornfeld LLP, represents the Debtor
as legal counsel.
SUNPOWER CORP: Tony Garzolini Named Chief Revenue Officer
---------------------------------------------------------
SunPower Corp. announced the appointment of residential solar and
home energy veteran, Tony Garzolini, as Executive Vice President
and Chief Revenue Officer. In this role, Tony will oversee sales,
including the Direct, Dealer and New Homes channels, along with
pricing and demand generation.
"SunPower made great strides to improve our financial footing and
we remain laser focused on achieving profitability and cash flow
generation. As a part of this imperative, we're pleased to welcome
Tony back to SunPower as our first Chief Revenue Officer," said Tom
Werner, Principal Executive Officer of SunPower. "With Tony's deep
expertise in residential renewable energy and exceptional track
record working with our valued network of independent solar
dealers, we believe his leadership will help put SunPower in a
strong position to nurture the Dealer Network and expand its reach,
further our market leading position in New Homes, and dramatically
improve the customer experience."
Garzolini brings more than 20 years of experience in home energy.
Most recently, Garzolini served as Senior Vice President of
Residential Product Sales for Generac Power Systems. Prior to that,
he held various leadership positions at SunPower for more than 13
years, including Vice President of Residential Sales. During his
time at the Company, Garzolini played a significant role in
building SunPower's Dealer Network and launching SunPower's direct
sales channel. He also directed the Company's sales strategy as it
evolved from a module-maker to offering complete solar and storage
systems and financial products.
"Residential solar is at a critical juncture. Companies that lead
through this period will have a significant opportunity to drive
consumer adoption of renewable energy and shape the market moving
forward," said Garzolini. "I'm eager to work with SunPower's
leadership and sales teams, alongside our Dealer Network, as we
lead SunPower into its next chapter."
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation said in its Form 10-Q Report filed with the
U.S. Securities and Exchange Commission for the quarterly period
ended October 1, 2023, that there is substantial doubt exists about
its ability to continue as a going concern.
According to the Company, for the three and nine months ended
October 1, 2023, it had recurring operating losses and, as of
October 1, it breached a financial covenant and a reporting
covenant of its Credit Agreement, dated as of September 12, 2022.
The breaches created events of default thereunder, which enables
the requisite lenders under the Credit Agreement to demand
immediate payment or exercise other remedies. Such events raise
substantial doubt about the Company's ability to continue as a
going concern.
TOMLINSON TRANSPORT: Seeks to Hire WM Law as Bankruptcy Counsel
---------------------------------------------------------------
Tomlinson Transport LLC seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to employ WM Law as its legal
counsel.
The firm's services include:
(a) prepare bankruptcy forms and schedules;
(b) attend initial debtor interview, Section 341 meeting, and
court hearings;
(c) prepare Subchapter V Chapter 11 plan;
(d) file monthly operating reports;
(e) negotiate with creditors; and
(f) resolve plan confirmation issues.
The hourly rates of the firm's counsel and staff are as follows:
Ryan A. Blay, Attorney $300
Jeffrey L. Wagoner, Attorney $300
Errin P. Stowell, Attorney $300
Ryan M. Graham, Attorney $300
Chelsea Williamson, Attorney $300
Douglas Sisson, Paralegal $125
Ana Van Noy, Paralegal $125
Betsy Hayman, Paralegal $125
Rosana Tovalin, Paralegal $125
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $5,262.
Mr. Blay, Esq., a partner at WM Law, disclosed in a court filing
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ryan A. Blay, Esq.
WM Law
15095 W. 116th St.
Olathe, KS 66062
Telephone: (913) 422-0909
Facsimile: (913) 428-8549
Email: blay@wagonergroup.com
About Tomlinson Transport
Tomlinson Transport LLC filed Chapter 11 Petition (Bankr. D. Kan.
Case No. 23-20236) on Mar. 8, 2024, listing under $1 million in
both assets and liabilities.
Judge Robert D. Berger oversees the case.
Ryan A. Blay, Esq., at WM Law represents the Debtor as bankruptcy
counsel.
TRISTAR SOLUTIONS: Seeks to Hire McNamee Hosea as Legal Counsel
---------------------------------------------------------------
Tristar Solutions, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Columbia to employ McNamee Hosea, PA as
its counsel.
The firm's services include:
(a) prepare and file all necessary bankruptcy pleadings on
behalf of the Debtor;
(b) negotiate with creditors;
(c) represent Debtor to Adversary and other proceedings in
connection with the Bankruptcy;
(d) prepare the Debtor's plan of reorganization; and
(e) provide any other services related to the Bankruptcy and
the Debtor's reorganization.
The firm will be paid at these hourly rates:
Janet M. Nesse $525
Kevin R. Feig $325
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
On March 4, 2024, McNamee Hosea received a retainer of $10,000 from
the Debtor.
Kevin Feig, Esq., an associate at McNamee, Hosea, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kevin R. Feig, Esq.
Janet M. Nesse, Esq.
McNamee Hosea PA
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Telephone: (301) 441-2420
Email: jnesse@mhlawyers.com
kfeig@mhlawyers.com
About Tristar Solutions
Tristar Solutions, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No.
24-00074) on March 11, 2024. In the petition signed by Paul A.
Horton, CEO/sole member, the Debtor disclosed up to $50,000 in
assets and up to $10 million in liabilities.
Kevin R. Feig, Esq. at Mcnamee Hosea, PA represents the Debtor as
counsel.
TW TAYLOR TRUCKING: 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 TW Taylor
Trucking, LLC.
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 TW Taylor Trucking
TW Taylor Trucking, LLC, a company in Lascassas, Tenn., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Tenn. Case No. 24-00708) on March 1, 2024, with
$209,660 in assets and $1,061,822 in liabilities. Tommy Taylor,
owner, signed the petition.
Judge Charles M. Walker presides over the case.
Keith D. Slocum, Esq., at Slocum Law represents the Debtor as
bankruptcy counsel.
TWILIGHT HAVEN: No Resident Complaints, 3rd PCO Report Says
-----------------------------------------------------------
Blanca Castro, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Eastern District of
California a third report regarding the quality of patient care
provided by Twilight Haven, a California non-profit corporation.
During a visit on Oct. 25 by George Bagetakos, an ombudsman
representative, Mr. Bagetakos reported that there currently are no
indications of care issues or other concerns.
The ombudsman representative cited no complaints from the 30
residents who are currently living in Twilight Haven.
During the same facility visit on Oct. 25, the facility appeared to
be clean, sanitary, and in good condition overall. There were no
unpleasant odors during the walk through. There has not been a
reduction in staffing and the quality of care of residents remains
good.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=pKCyaQ from PacerMonitor.com.
The ombudsman may be reached at:
Blanca E. Castro
2880 Gateway Oaks Drive, Suite 200
Sacramento, CA 95883
Telephone: (916) 928-2500
Email: blanca.castro@aging.ca.gov
About Twilight Haven
Twilight Haven, a California non-profit corporation, operates as a
non-profit corporation offering affordable independent senior
apartments, assisted living apartments as well as skilled nursing
services within its 10-acre campus.
Twilight Haven filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-11332) on June
22, 2023, with $12,592,133 in assets and $3,005,377 in liabilities.
Kristine Williams, chief executive officer, signed the petition.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
legal counsel.
Blanca Castro is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
URBAN ONE: Delays Filing of Annual Report for Year Ended Dec. 31
----------------------------------------------------------------
Urban One, Inc. filed a Form 12b-25 with the U.S. Securities and
Exchange Commission notifying that it is unable to file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2023,
within the prescribed time period without unreasonable effort or
expense.
Additional time is needed for the Company to compile and analyze
supporting documentation in order to complete the Form 10-K and in
order to permit the Company's independent registered public
accounting firm to complete its audits of the consolidated
financial statements and internal control over financial reporting
included in the Form 10-K.
The Company expects its auditor will issue an unqualified opinion
on the consolidated financial statements. The Company has
identified material weaknesses in the Company's internal control
over financial reporting and as a result, expects some of its
internal controls over financial reporting and disclosure controls
will be ineffective as of December 31, 2023. The Annual Report on
Form 10-K for the year ended December 31, 2023 will describe these
material weaknesses, and the Company is implementing plans to
remediate them. The Company does not anticipate any changes to its
previously audited financial statements, nor does the Company
expect to report financial results for the fourth quarter and full
year ended December 31, 2023 that are materially different from the
financial guidance range previously provided by the Company during
its third quarter earnings call.
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4, 2022.
As of September 30, 2023, Urban One had $1.19 billion in total
assets, $891.52 million in total liabilities, $21.82 million in
redeemable noncontrolling interests and $278.71 million in total
stockholders' equity.
* * *
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action, as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
VASO LOGISTICS: Wins Cash Collateral Access Thru April 2
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Vaso Logistics Inc. to use cash
collateral on an interim basis, in accordance with the budget,
through April 2, 2024.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and payroll obligations
incurred post-petition in the ordinary course of business; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item.
Corporation Service Company will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable nonbankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing is set for April 2 at 1:30 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=H7ZLHS from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$489,412 for March 2024; and
$448,712 for April 2024.
About Vaso Logistics,Inc.
Vaso Logistics,Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05095) on December 4,
2023. In the petition signed by Valentin Sorbala, director, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP,
represents the Debtor as legal counsel.
WESTERN CONCRETE: Hires Lighthouse Management as Valuation Expert
-----------------------------------------------------------------
Western Concrete Pumping, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
Lighthouse Management Group, Inc. as valuation expert.
The Debtor requires a valuation expert to assist its counsel as a
consulting expert and potentially convert to a testifying expert on
valuation for plan and confirmation purposes.
The hourly rates of Lighthouse Management Group's partner,
director, and associate work range from $235 to $495 and its
accounting and administrative support work range from $95 to $125.
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor and the firm agreed to a post-petition retainer of
$30,000.
Patrick Finn, a partner at Lighthouse Management Group, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Patrick Finn
Lighthouse Management Group, Inc.
900 Long Lake Road, Suite 180
New Brighton, MN 55112
Telephone: (651) 439-5119
About Western Concrete Pumping
Western Concrete Pumping, Inc. is a concrete pumping company with a
fleet of over 125 machines servicing Southern California, Arizona,
Texas, and Louisiana. WCP also offers other specialty equipment
including mini-placers, Telebelts and line pulling products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40234) on February 1,
2024. In the petition signed by Brett Reid, CFO, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
The Debtor tapped Mark A. Castillo, Esq., at Carrington, Coleman,
Sloman, & Blumenthal, LLP as legal counsel and Lighthouse
Management Group, Inc. as valuation expert.
WESTERN CONCRETE: Seeks to Hire Ordinary Course Professionals
-------------------------------------------------------------
Western Concrete Pumping, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
professionals used in the ordinary course of business.
The Debtor needs ordinary course professionals to perform services
for matters unrelated to this Chapter 11 case.
The Debtor seeks to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtor does not believe that any of the ordinary course
professionals have an interest materially adverse to it, its
estates, creditors, or other parties in interest in connection with
the matter upon which they are to be engaged.
About Western Concrete Pumping
Western Concrete Pumping, Inc. is a concrete pumping company with a
fleet of over 125 machines servicing Southern California, Arizona,
Texas, and Louisiana. WCP also offers other specialty equipment
including mini-placers, Telebelts and line pulling products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40234) on February 1,
2024. In the petition signed by Brett Reid, CFO, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
The Debtor tapped Mark A. Castillo, Esq., at Carrington, Coleman,
Sloman, & Blumenthal, LLP as legal counsel and Lighthouse
Management Group, Inc. as valuation expert.
WEWORK INC: Taps McManimon Scotland & Baumann as Local Counsel
--------------------------------------------------------------
WeWork Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ
McManimon, Scotland & Baumann, LLC as local counsel.
The Debtors need a local counsel to advise them, at the sole
direction of the special committee of independent directors, with
respect to conflicts matters and a transaction as delegated to the
special committee.
The hourly rates of the firm's counsel and staff are as follows:
Anthony Sodono, III, Member $695
Michele M. Dudas, Partner $470
Partners $350 - $695
Of Counsel $520 - $560
Associates $210 - $350
Paraprofessionals $175 - $250
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Sodono also provided the following in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customer billing arrangements for this
engagement?
Answer: No.
Question: Do any of the firm professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If the firm has represented the Debtors in the twelve
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the twelve months prepetition. If the firm's
billing rates and material financial terms have changed
post-petition, explain the difference and the reasons for the
difference.
Answer: N/A.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: Not at this time. Budget and staffing plans will be
submitted for approval.
Mr. Sodono disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Anthony Sodono, III, Esq.
McManimon, Scotland & Baumann, LLC
75 Livingston Avenue, Suite 201
Roseland, NJ 07068
Telephone: (973) 622-1800
Email: asodono@msbnj.com
About WeWork Inc.
New York, NY-based WeWork Inc. is a global flexible workspace
provider, serving a membership base of businesses large and small
through its network of 779 Systemwide Locations, including 622
Consolidated Locations as of December 2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP
as counsel; Alvarez & Marsal North America LLC and Province, LLC as
financial advisors; PJT Partners LP as investment banker; and
McManimon, Scotland & Baumann, LLC as local counsel. Softbank is
represented by Weil Gotshal & Manges LLP and Wollmuth Maher &
Deutsch LLP as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases.
WILLIAM INSULATION: Gets OK to Sell Property by Public Auction
--------------------------------------------------------------
William Insulation Company, Inc. received approval from the U.S.
Bankruptcy Court for the District of Wyoming to sell its personal
property by public auction.
The property up for sale includes tools, office furniture,
vehicles, machinery and insulation equipment.
The property will be sold "free and clear" of encumbrances,
according to court filings.
The company, through Musser Bros. Inc., will conduct the auction on
the following timeline: (i) two weeks to organize and catalogue the
property in preparation for sale; (ii) one week to prepare and
finalize marketing materials; (iii) three weeks to market the
property by newspaper publication and online; (iv) auction
closedown at the end of the three-week marketing period; and (v)
one week of loadout following the auction.
William Insulation Company will use the proceeds from the sale to,
among other things, pay secured claims on the property in the total
amount of $94,322.44. These include the secured claim of the
Internal Revenue Service in the amount of $67,998.50.
About William Insulation Company
William Insulation Company, Inc. is an industrial insulation
contractor in Casper, Wyo., serving the industrial insulation and
fire proofing market.
The Debtor filed Chapter 11 petition (Bankr. D. Wyo. Case No.
24-20024) on Feb. 2, 2024, with $5,588,438 in assets and
$10,402,598 in liabilities. Mark Dennis, a certified public
accountant at SL Biggs, serves as Subchapter V trustee.
Judge Cathleen D. Parker oversees the case.
Bradley T. Hunsicker, Esq., at Markus Williams Young & Hunsicker,
LLC represents the Debtor as legal counsel.
WINDOW SYSTEMS: Unsecureds Will Get 18.40% of Claims over 5 Years
-----------------------------------------------------------------
Window Systems of Texas, Inc., submitted a Second Amended Plan of
Reorganization dated March 11, 2024.
The Debtor's Plan of Reorganization provides for the continued
operations of the Debtor in order to make payments to its creditors
as set forth in this Plan. Debtor seeks to confirm a consensual
plan of reorganization but is prepared to confirm this plan
pursuant to Section 1191(b) of the Bankruptcy Code if necessary.
The Debtor anticipates having enough business and cash available to
fund the plan and pay the creditors pursuant to the proposed plan.
It is anticipated that after confirmation, the Debtor will continue
in business. Based upon the projections, the Debtor believes it can
service the debt to the creditors.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into six classes of Claimants. These
claimants will receive cash repayments over a period of time
beginning on or after the Effective Date.
Class 4 consists of Allowed Impaired Unsecured Claims. All allowed
unsecured creditors shall receive a pro rata distribution at zero
percent per annum over the next 5 years. Creditors shall receive
either monthly or quarterly disbursements based on the projection
distributions of each 12-month period. Debtor will distribute
$285,400.00 to the general allowed unsecured creditor pool over the
5-year term of the plan, including the under-secured claim
portions.
The Debtor's General Allowed Unsecured Claimants will receive
18.40% of their allowed claims under this plan. These payments may
be made monthly or quarterly but at the very minimum Class 4
claimants shall receive the yearly distribution of one-fifth their
payment amount each year. Any potential rejection damage claims
from executory contracts that are rejected in this Plan will be
added to the Class 4 unsecured creditor pool and will be paid on a
pro-rata basis. The allowed unsecured claims total $1,550,310.77.
Class 5 Equity Interest Holders. The current owners will receive no
payments under the Plan; however, they will be allowed to retain
ownership in the Debtor. Class 5 Claimants are not impaired under
the Plan.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Second Amended Plan dated March 11, 2024 is
available at https://urlcurt.com/u?l=oPrzvK from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
About Window Systems of Texas
Window Systems of Texas, Inc., manages and operates a commercial
glass and glazing contract business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33685) on September
26, 2023. In the petition signed by David Mallette, president, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
WINDSOR TERRACE: No Patient Care Concern, 3rd PCO Report Says
-------------------------------------------------------------
Jacob Nathan Rubin, the duly appointed patient care ombudsman,
filed with the U.S. Bankruptcy Court for the Central District of
California his third report regarding the health care facilities
operated by Windsor Terrace Healthcare, LLC, and its affiliates.
The PCO reviewed two visits from California Department of Public
Health (CDPH) in Stockton facility. The previous pending citations
for this facility were cleared by CDPH. The facility is making
progress in improving staffing ratios and health inspections. The
facility hired a clinical educator. New staff reeducation projects
are ongoing and are included in the plan of correction.
The PCO discussed the higher-than-normal rehospitalizations found
in the DropBox documents in Hayward facility. There were five CDPH
visits during the reporting period. The previous CDPH deficiencies
were cleared with an accepted plan of correction. The facility is
working with the local EMS system to limit transport of these
patients to the hospital for nonemergent complaints.
In his report, the PCO noted that the previous CDPH investigations
at Monterey facility were completed with accepted plans of
corrections. Rehospitalizations for this facility are higher than
average secondary to patients calling 911 for nonemergent issues
and the overuse of the ER for nonemergent x-rays and labs. The
contracted radiology and laboratory services do not perform
emergency (stat) testing, and this leads to patient transfers to
the ER.
The PCO stated that Pleasant Hill facility reported an increased
number of medication errors due to newly hired licensed nursing
staff that were unfamiliar with the EMR medication ordering and
documentation systems. Administration implemented tailored EMR
training for all new licensed nursing staff. Many of the transfers
to the hospital are related to gastrostomy tube malfunction or
displacement that occurs with the facility's subacute patients.
The PCO observed no further abuse allegations were reported in
Sacramento. He reviewed the plans of corrections, and progress of
the previous deficiencies and citations. The facility remains a
"Red Hand" facility.
Mr. Rubin found that the companies are meeting the standard of
care. The PCO will continue to monitor the companies.
A copy of the PCO report is available for free at
https://urlcurt.com/u?l=atU4zg from PacerMonitor.com.
About Windsor Terrace Healthcare
Windsor Terrace Healthcare LLC and its affiliates own and operate
16 skilled nursing facilities throughout the State of California,
which provide 24-hour, 7-days-a-week and 365-days-a-year care to
patients who reside at those facilities. Windsor Terrace Healthcare
et al. also own and operate an assisted living facility (which is
Windsor Court Assisted Living, LLC), one home health care center
(which is S&F Home Health Opco I, LLC), and one hospice care center
(which is S&F Hospice Opco I, LLC). They do not own any of the
real property upon which the facilities are located.
Windsor Terrace Healthcare LLC and several affiliated entities
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Lead Case No. 23-11200) on August 23, 2023. In
the petition signed by Avrohom Tress, manager, Windsor Terrace
Healthcare disclosed up to $10 million in both assets and
liabilities.
Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC
filed for Chapter 11 on September 29, 2023.
Judge Victoria S. Kaufman oversees the cases.
Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq., at
Levene, Neale, Bender, Yoo and Golubchik, LLP represent the Debtors
as bankruptcy attorneys. Stretto, Inc. is the Debtors' claims,
noticing and solicitation agent.
Jacob Nathan Rubin is the patient care ombudsman appointed in the
Debtors' cases.
YAK TIMBER: Hearing on Sale to Delta Western Set for April 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska is set to hold
a hearing on April 2 on the proposed sale of Yak Timber Inc.'s
property to Delta Western, LLC.
Delta Western made a cash offer of $260,000 for the property, which
consists of five fuel tanks, fuel dispensing equipment and a
command site controller for the fuel dispensers.
Delta Western's $260,000 offer is the highest bid received by Yak
Timber, however, any party who wants to make a higher bid on the
property can do so at any time prior to court approval of the
sale.
AgWest Farm Credit, PCA, which holds a first position lien on the
property, has permitted Yak Timber to sell the property and apply
the proceeds to administrative expense claims, priority unsecured
claims and general unsecured claims.
About Yak Timber
Yak Timber Inc., a timber company in Yakutat, Alaska, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Alaska Case No. 23-00080) on May 11, 2023. In the petition signed
by its chief executive officer, Marvin Adams, the Debtor disclosed
$10 million to $50 million in both assets and liabilities.
Judge Gary Spraker oversees the case.
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's
legal counsel.
YAK TIMBER: Hearing on Sale to Tlingit Set for April 2
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska is set to hold
a hearing on April 2 on the proposed sale of Yak Timber Inc.'s
property to Tlingit Yakutat Tribe.
Tlingit made a cash offer of $400,000 for the property, which
consists of a commercial steel building kit with plans and
necessary components.
Tlingit's $400,000 offer is the highest bid received by Yak Timber,
however, any party who wants to make a higher bid on the property
can do so at any time prior to court approval of the sale.
AgWest Farm Credit, PCA, which holds a first position lien on the
property, has permitted Yak Timber to sell the property and apply
the proceeds to administrative expense claims, priority unsecured
claims and general unsecured claims.
About Yak Timber
Yak Timber Inc., a timber company in Yakutat, Alaska, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Alaska Case No. 23-00080) on May 11, 2023. In the petition signed
by its chief executive officer, Marvin Adams, the Debtor disclosed
$10 million to $50 million in both assets and liabilities.
Judge Gary Spraker oversees the case.
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's
legal counsel.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***