/raid1/www/Hosts/bankrupt/TCR_Public/240327.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 27, 2024, Vol. 28, No. 86
Headlines
1001 WL LLC: Seeks to Hire Norris & Associates as Accountant
360 HEALTHY: Seeks to Tap Paul Reece Marr, P.C. as Attorney
4D LIVESTOCK: Seeks to Hire Allen Vellone as Special Counsel
5220 TROOST: Seeks to Hire Krigel & Krigel P.C. as Counsel
579 DECATUR: Seeks to Hire Gravity Real Estate as Broker
7233 LOS PINOS: Case Summary & Seven Unsecured Creditors
8434 ROCHESTER: Case Summary & Two Unsecured Creditors
ACTUARIAL ESTATE: Hires Thompson Premier Homes as Realtor
AGILITI INC: S&P Downgrades ICR to 'B' on Debt-Funded Buyout
AHM LLC: Unsecured Creditors Will Get 11.25% of Claims in Plan
ALECTO HEALTHCARE: Subchapter V Plan Confirmed by Judge
ALGOMA STEEL: S&P Assigns 'B-' ICR, Outlook Stable
ALPINE 4 HOLDINGS: Board OKs Plan to Wind Down Subsidiary
AMADEUS TRUST: Hires Compass as Real Estate Broker
AMC NETWORKS: S&P Assigns 'BB' Rating on Proposed Secured Debt
ANALIA HOME: Seeks to Hire Robl Law Group as Counsel
ARENA GROUP: Secures $25M Loan From Simplify Inventions
AZALEA GYNECOLOGY: Court OKs Cash Collateral Access
BALLY'S CORP: Moody's Cuts CFR to B2 & Alters Outlook to Negative
BELMONT TRADING: Court OKs Cash Collateral Access Thru April 30
BOXER RAMEN: Hires Arrow Advisory LLC as Accountant
BOY SCOUTS: Court Rules in Favor of Trust Distribution Claimants
BULA DEVELOPMENTS: Seeks to Hire Compass as Real Estate Agent
CALUMET SPECIALTY: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg
CAMBER ENERGY: Widens Net Loss to $33 Million in 2023
CAN B CORP: Hemp Division Auction Yields $300,000
CENTERPOINT RADIATION: Court OKs Deal on Cash Collateral Access
CENTURY CASINOS: Moody's Alters Outlook on 'B3' CFR to Negative
CGI 1100 BISCAYNE: JLL to Hold Public Auction on May 16
CLEAN ENERGY: Expects to Raise $900K From Units Offering
CLEAR CHANNEL: S&P Rates New $375MM Senior Secured Term Loan 'B'
COMMONWEALTH CLASSICS: Marc Albert Named Subchapter V Trustee
COMMONWEALTH CLASSICS: Taps Tyler Bartl & Ramsdell as Attorney
COOPER'S HAWK: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
CORE HEALTH: Court OKs Cash Collateral Access Thru April 8
COSMOS HEALTH: Falls Short of Nasdaq Minimum Bid Price Requirement
CPI LUXURY: Has Deal on Cash Collateral Access Thru April 12
CRUSH WINE: Court OKs Cash Collateral Access Thru May 3
CSI COMPRESSCO: Expects to Close Kodiak Merger Agreement by April 1
CYPRESS COVE: Fitch Affirms 'BB+' IDR, Outlook Stable
D & R JONES: Wins Cash Collateral Access Thru May 5
DBE HOLDINGS: Voluntary Chapter 11 Case Summary
DG EDWARDS: Court OKs Cash Collateral Access on Final Basis
DIAMOND SPORTS: Seeks to Hire CBRE, Inc. as Real Estate Broker
DIGITAL MEDIA: Luis Ruelas Holds 10.9% of Class A Shares
DOUG GROSS: Case Summary & Six Unsecured Creditors
EAGLE PROPERTIES: Hires KW Metro Center/Keller Williams as Broker
EEA STERLING: Hires Douglas Elliman Real Estate as Broker
ELITE ENDEAVORS: Seeks to Hire CGP Group as Accountant
ENDO INT'L: New York Bankruptcy Court Confirms Chapter 11 Plan
ENDO INT'L: Skadden Served as Legal Counsel in Chapter 11
ENTXAR ELLOPROP: May Amend Parts of Suit vs. Midfirst Bank, Dees
ESAB CORP: S&P Assigns 'BB+' Issuer Credit Rating, Outlook Stable
EYE CARE: Committee Hires Force Ten as Financial Advisor
EYE CARE: Committee Hires Kilpatrick as Counsel
FAITH USA: Drew McManigle Named Subchapter V Trustee
FIELDWOOD ENERGY: Star Measurement Must Disgorge $25,000
FISKER INC: Faces NYSE Delisting, Triggers Default Risks on Notes
FISKER INC: Faces Setback as Automaker Terminates Negotiations
FLICSON IPZONA: Voluntary Chapter 11 Case Summary
FORGOTTEN BOARDWALK: Wins Cash Collateral Access Thru April 11
FORSYTHE COSMETIC: Gerard Luckman Named Subchapter V Trustee
GALLERIA 2425: Wins Interim Cash Collateral Access
GLOBAL ALARM: Hires Timea E. Antal, CPA Inc. as Accountant
GLOBAL ONE: Hires Riggi Law Firm as Legal Counsel
GOTO GROUP: Moody's Affirms Caa1 CFR & Rates New 1st Lien Loans B2
GULLY BOYZ: Timothy Stone of Newpoint Named Subchapter V Trustee
HAMMER FIBER: Updates Strategic Restructuring and Future Plans
HELIX ENERGY: Completes Notes Redemption, Conversion Settlements
HERITAGE SENIOR: Hires Steidl and Steinberg as Legal Counsel
HMS REAL ESTATE: Voluntary Chapter 11 Case Summary
HORNBLOWER HOLDINGS: Hires Paul Weiss Rifkind as Co-Counsel
HORNBLOWER HOLDINGS: Seeks to Hire Porter Hedges LLP as Co-Counsel
HORNBLOWER HOLDINGS: Taps Mr. Hickman of Alvarez & Marsal as CRO
ILPEA PARENT: Moody's Raises CFR to B1, Outlook Remains Stable
INCLAN PAINTING: Wins Cash Collateral Access
INFINITY COMMERCIAL: Files Emergency Bid to Use Cash Collateral
JAMES R. SMITH: Francis Brennan Named Subchapter V Trustee
JERSEY WHOLESALE: Wins Interim Cash Collateral Access
JOANN INC: Unsecureds Will Get 100% of Claims in Prepackaged Plan
JOE'S DRAIN: Seeks Cash Collateral Access
JOHNSTON & RHODES: Hires Genova Malin & Trier as Counsel
KB CUSTOM: Voluntary Chapter 11 Case Summary
KB HOME: S&P Upgrades ICR to 'BB+' on Strong Operating Momentum
KENNESAW FALLS: Taps Paul Reece Marr as Bankruptcy Attorney
KP2 LLC: Hires Tune Entrekin & White as Legal Counsel
KPM INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
KRAEMER TEXTILES: Court OKs Deal on Cash Collateral Access
KYLE CHAPMAN: Seeks to Hire Hayward PLLC as Bankruptcy Counsel
LANIER BIOTHERAPEUTICS: Leon Jones Named Subchapter V Trustee
LEGAL RECOVERY: Hires Law Offices of Leeds Disston as Legal Counsel
LILIUM N.V.: Appoints Former Polestar Executive as New CFO
LOCAL GYM: Seeks Cash Collateral Access
LTGF BUSINESS: Creditors to Get Proceeds From Liquidation
LUMEN TECHNOLOGIES: Completes TSA Transactions
LUMEN TECHNOLOGIES: Davis Polk Advised Bondholders on Debt Deal
LYONS COMPANIES: Wins Interim Cash Collateral Access
MADERA COMMUNITY: Court OKs Cash Collateral Access Thru May 3
MAEMAX MARKET: Seeks to Hire Rumfelt Legal PC as Counsel
MANCHESTER ST: Taps Jefferson Hanna, III as Bankruptcy Counsel
MGM RESORTS: S&P Rates New $750MM Senior Unsecured Notes 'BB-'
MODA HEALTH: A.M. Best Cuts LongTerm Issuer Rating to BB(Fair)
MOHAWK DRIVE: Seeks to Hire Feinman Law Offices as Attorney
MOJITO CLUB: Wins Cash Collateral Access Thru April 12
NATIVE WASHINGTONIAN: Hires Thompson Premier as Realtor
NEW HOME: S&P Assigns 'B-' Rating on New $325MM Unsecured Notes
NICA REPAIRS: Court OKs Interim Cash Collateral Access
NORTH CAROLINA THEATRE: Wins Interim Cash Collateral Access
OUTLOOK THERAPEUTICS: GMS Ventures, G. Sukhtian Report 37% Stake
PARTNERSHIP 3: Wins Cash Collateral Access Thru May 2
PHINIA INC: S&P Rates Proposed $425MM Senior Secured Notes 'BB+'
PIONEER INTER-DEVELOPMENT: Taps Gamberg & Abrams as Legal Counsel
PIZZA BUFFET: Case Summary & Largest Unsecured Creditors
POTTERS BORROWER: S&P Affirms 'B' Rating on First-Lien Term Loan
R & D TIMBER: Court OKs Cash Collateral Access on Final Basis
RAINIER VIEW: Court OKs Interim Cash Collateral Access
RED EFT: Ongoing Business Operations to Fund Plan
REMARKABLE HEALTHCARE: Seeks Cash Collateral Access
RETAIL PARTNERS: Seeks to Hire Griffith Jay & Michel as Attorney
RISE DEVELOPMENT: Hires Richard A. Klass as Special Counsel
ROBERTSHAW US: Gets Court Nod to Sell Assets by Auction
ROCKET MORTGAGE: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
RRG INC: Seeks to Hire Rhoden CPA Firm as Accountant
RYDERS PUBLIC: Seeks to Hire ImpAcct LLC as Accountant
RYMAN HOSPITALITY: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
SBG BURGER: Court OKs Cash Collateral Access on Final Basis
SCHUMACHER GROUP: S&P Affirms 'B' ICR, Outlook Negative
SCIENTIFIC GAMES: Fitch Affirms 'B' IDR, Outlook Stable
SHELTERING ARMS: Hires Epiq as Claims and Noticing Agent
SHEN ZEN TEA: Hires Neeleman Law Group as Legal Counsel
SKIN BY ASK: Unsecureds Will Get 15% of Claims in Subchapter V Plan
SOLFIRE CONTRACT: Court OKs Interim Cash Collateral Access
SPENCER CT W2: Hires Leech Tishman as Bankruptcy Counsel
ST. LIZ HOSPICE: John-Patrick Fritz Named Subchapter V Trustee
STIMWAVE TECHNOLOGIES: Perryman Suit Won't Proceed to Mediation
SUSHI GARAGE: Aleida Martinez Molina Named Subchapter V Trustee
SVB FINANCIAL: Sells Partnership Interests in Indian Unit
TERRAFORM LABS: Hires Rahman Ravelli as Special Counsel
TERRAFORM LABS: Hires WongPartnership LLP as Special Counsel
TESSEMAE'S LLC: Updates Secured Claims Details; Amends Plan
TEXAS REIT: Hires Norris & Associates as Accountant
TIFFANY HOLDING: Hires Backenroth Frankel as Counsel
TRACK ON 86: Hires Richard S. Feinsilver as Legal Counsel
TRAILSIDE INN: Paul Levine Named Subchapter V Trustee
TRANSUNION: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
TRINITY LEGACY: Seeks Continued Cash Collateral Access
TRINITY PLACE: Third Avenue Has 6.44% Stake as of March 18
TURF APPEAL: Stephen Moriarty Named Subchapter V Trustee
TURKEY LEG: Case Summary & 19 Unsecured Creditors
U.S. CREDIT: Trustee Hires Dentons Bingham Greenebaum as Counsel
U.S. CREDIT: Wins Cash Collateral Access Thru April 25
UNITED WHOLESALE: Moody's Alters Outlook on 'Ba3' CFR to Positive
UPBOUND GROUP: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
UPHEALTH INC: Awarded $110.2M Damages in Glocal Healthcare Dispute
UPTOWN HOLDINGS: Hires Thompson Premier Homes as Realtor
VANGUARD MEDICAL: Case Summary & 20 Largest Unsecured Creditors
VESTTOO LTD: Committee Hires Cox Hallett as Bermuda Counsel
VOLUME INDUSTRIES: Wins Cash Collateral Access on Final Basis
WARFIELD RESTORATIONS: Case Summary & Three Unsecured Creditors
WATLOW ELECTRIC: Moody's Alters Outlook on 'B2' CFR to Positive
YIED10 BIOSCIENCE: Enters Into Warrant Exercise Agreements
ZHANG MEDICAL: Taps Davis+Gilbert as Special Pension Counsel
[*] Windmill Motel Up For Sale on April 10, 2024
*********
1001 WL LLC: Seeks to Hire Norris & Associates as Accountant
------------------------------------------------------------
1001 WL LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ Norris & Associates as its
accountant and financial consultant
The firm will provide monthly accounting and financial services to
the Debtor.
The firm will be paid at these rates:
Robert Norris $200 per hour
Associates $75 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Norris, a partner at Norris & Associates, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert Norris
Norris & Associates
1614 Holland Avenue
Houston, TX 77029
Telephone: (713) 453-3310
About 1001 WL LLC
1001 WL, LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10119) on February 6,
2024. In the petition signed by Drew Dennett, as Authorized
Signatory, the Debtor disclosed up to $50 million in both assets
and liabilities.
Judge Shad Robinson oversees the case.
Stephen W Sather, Esq., at Barron & Newberger, PC, represents the
Debtor as legal counsel.
360 HEALTHY: Seeks to Tap Paul Reece Marr, P.C. as Attorney
-----------------------------------------------------------
360 Healthy Life Corp. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Paul Reece Marr,
P.C. as its bankruptcy attorneys.
The firm's services include :
(a) providing the Debtor with legal advice regarding its
powers and duties as a debtor in possession in the continued
operation and management of its affairs;
(b) preparing on behalf of the Debtor the necessary
applications, statements, schedules, lists, answers, orders and
other legal papers pursuant to the Bankruptcy Code; and
(c) performing all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be reasonably
necessary.
The hourly rates of the firm's counsel and staff are as follows:
Paul Reece Marr, Esq. $450
Paralegal $250
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $10,000 and a filing
fee in the amount of $1,738.
Paul Reece Marr, Esq., an attorney at Paul Reece Marr, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul Reece Marr, Esq.
Paul Reece Marr, PC
6075 Barfield Road; Suite 213
Sandy Springs, GA 30328
Telephone: (770) 984-2255
Email: paul.marr@marrlegal.com
About 360 Healthy Life
360 Healthy Life Corp. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-52086) on February 28, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Judge Barbara Ellis-Monro presides over the case.
Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor
as legal counsel.
4D LIVESTOCK: Seeks to Hire Allen Vellone as Special Counsel
------------------------------------------------------------
4D Livestock, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Allen Vellone Wolf Helfrich &
Factor, PC as its special counsel.
The firm will represent the Debtor in connection with investigating
and prosecuting potential lender liability claims against American
AgCredit PCA and providing related services.
The firm will be paid at these rates:
Patrick Vellone $725 per hour
Jordan Factor $600 per hour
Lance Henry $375 per hour
Paralegals $235 per hour
Patrick Vellone, Esq., an attorney at Wadsworth Garber Warner
Conrardy, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Patrick Vellone, Esq.
Allen Vellone Wolf Helfrich & Factor, PC
1600 Stout St UNIT 1900
Denver, CO 80202
Phone: (303) 534-4499
Email: pvellone@allen-vellone.com
About 4D Livestock
4D Livestock LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-10272) on Jan. 22, 2024. In the petition signed by Daniel Brown,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Kimberley H. Tyson oversees the case.
Aaron J. Conrardy, Esq., at Wadsworth Garber Warner Conrardy, PC
represents the Debtor as counsel.
5220 TROOST: Seeks to Hire Krigel & Krigel P.C. as Counsel
----------------------------------------------------------
5220 Troost LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Missouri to employ the law firm of Krigel &
Krigel, P.C. to serve as attorneys.
The firm will provide these services:
a. advise the Debtor with respect to its powers and duties in
the continued management and operation of its business;
b. attend meetings and negotiating with representatives of
creditors and other parties in interest;
c. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
and objections to claims filed against the estate;
d. prepare legal papers;
e. negotiate and prosecute all contracts for the sale of the
Debtor's assets, plan of reorganization, and all related documents,
and taking any action that is necessary for the Debtor to obtain
confirmation of the plan;
f. appear before the court, the Subchapter V trustee and the
Office of the U.S. Trustee; and
g. perform all other necessary legal services for the Debtor.
The firm will be paid at these rates:
Attorneys $300 to $400 per hour
Paralegals $100 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
Erlene Krigel, Esq., a partner at Krigel & Krigel, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Erlene W. Krigel, Esq.
KRIGEL & KRIGEL, P.C.
4520 Main Street, Suite 700
Kansas City, MO 64111
Tel: (816) 756-5800
Fax: (816) 756-1999
Email: ekrigel@krigelandkrigel.com
About 5220 Troost LLC
5220 Troost LLC owns a residential rental building (111 beds) for
college students or VA individuals having an appraised value of
$9.96 million.
5220 Troost LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
24-50075) on March 6, 2024, listing $12,189,906 in assets and
$8,456,350 in liabilities. The petition was signed by Steven Foutch
as Managing Member of 5220 Troost Manager LLC, Member of Debtor.
Judge Cynthia A. Norton presides over the case.
Erlene W. Krigel, Esq. at KRIGEL & KRIGEL, PC represents the Debtor
as counsel.
579 DECATUR: Seeks to Hire Gravity Real Estate as Broker
--------------------------------------------------------
579 Decatur LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Gravity Real Estate
Advisors LLC as broker to market its property located at building
at 579 Decatur Street Brooklyn, New York 11236.
The Debtor agrees to pay the Agent a commission equal to 4 percent
of the purchase price of the property.
Gravity does not represent any interest adverse to the Debtor or
its estate, according to court filings.
The firm can be reached through:
Dimitri Kapelonis
GRAVITY Real Estate Group, Inc.
1117 South Main Street
Blacksburg, VA 24060
Phone: (540) 739-3153
Email: info@gravitygroup.us
About 579 Decatur LLC
579 Decatur LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
24-40196) on January 16, 2024, listing $1 million to $10 million in
both asset and liabilities. The petition was signed by Mr. Cory
Hewett as member/manager.
Judge Elizabeth S. Stong presides over the case.
Gabriel Del Virginia, Esq. at the Law Offices of Gabriel Del
Virginia represents the Debtor as counsel.
7233 LOS PINOS: Case Summary & Seven Unsecured Creditors
--------------------------------------------------------
Debtor: 7233 Los Pinos, LLC
299 Alhambra Circle
Suite 510
Miami, FL 33134
Business Description: 7233 Los Pinos is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-12797
Judge: Hon. Robert A. Mark
Debtor's Counsel: Mark S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
1806 N. Flamingo Road
Suite 300
Pembroke Pines, FL 33028
Tel: (954) 353-2200
Email: mroher@markroherlaw.co
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Rishi K. Kapoor as authorized
representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SBBWDNQ/7233_Los_Pinos_LLC__flsbke-24-12797__0001.0.pdf?mcid=tGE4TAMA
8434 ROCHESTER: Case Summary & Two Unsecured Creditors
------------------------------------------------------
Debtor: 8434 Rochester Ave RE LLC
16 Rue Grand Vallee
Newport Beach, CA 92660
Business Description: 8434 Rochester Ave is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10729
Judge: Hon. Scott C. Clarkson
Debtor's Counsel: James C. Bastian, Jr., Esq.
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Irvine Center Drive, Suite 600
Irvine CA 92618
Tel: 949-340-3400
Fax: 949-340-3000
Email: jbastian@shulmanbastian.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Gustavo W. Theisen as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YJJFINY/8434_Rochester_Ave_RE_LLC__cacbke-24-10729__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. John L. Rychel, CPA Trade Debt $1,250
901 Dove Street #215
Newport Beach, CA 92660
John L. Rychel
Tel: 949-752-8265
Email: john@rychelcpa.com
2. KNL Group, Inc. Trade Debt Unknown
Attn: Brent M. Melkesian
PO Box 7115
La Verne, CA 91750
Brent M. Melkesian
Tel: 626-827-8431
Email: brent@knlgroupcpm.com
ACTUARIAL ESTATE: Hires Thompson Premier Homes as Realtor
---------------------------------------------------------
Actuarial Estate, PLLC seeks approval from the U.S. Bankruptcy
Court for the District of Columbia to employ Thompson Premier Homes
Group as realtor.
The firm will market and sell the Debtor's real property known as
702 Brentwood Road NE, Washington, D.C. 20018.
The firm will be paid a commission of 6 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eboneese Thompson
Thompson Premier Homes Group
3926 12th St NE
Washington, DC 20017
Tel: (202) 804-4724
About Actuarial Estate, PLLC
Actuarial Estate is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor owns the real property
located at 1702 Brentwood Road, NE, Washington, DC 20018 valued at
$1.51 million.
Actuarial Estate, PLLC in Washington, DC, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
24-00059) on Feb. 27, 2024, listing $1,505,795 in assets and
$1,280,395 in liabilities. Marcus Sands as CEO, signed the
petition.
Judge Elizabeth L Gunn oversees the case.
THE JOHNSON LAW GROUP, LLC serve as the Debtor's legal counsel.
AGILITI INC: S&P Downgrades ICR to 'B' on Debt-Funded Buyout
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
medical equipment provider Agiliti Inc. to 'B' from 'B+'. S&P also
lowered its issue-level ratings on its existing revolving credit
facility and first-lien term loan to 'B' from 'B+'.
S&P removed all the ratings from CreditWatch, where it placed them
with negative implications on February 26, 2024.
S&P said, "The stable outlook reflects our expectation that revenue
will increase about 3% in 2024 based on the growth in certain
medical equipment rentals such as specialty beds and surgical
laser, and in maintenance and repair services. At the same time, we
expect the company to maintain adjusted leverage of 5x-6x and
adjusted FOCF to debt above 3%.
"The downgrade reflects our expectation for high leverage, weaker
cash flow generation, and a more aggressive financial policy
following the take-private transaction. On Feb. 26, 2024, Agiliti
announced that THL would acquire all outstanding shares of its
common stock that it did not already own. We expect the
take-private transaction to be funded by $300 million of
incremental first-lien term debt and significant borrowings under
its accounts receivable securitization facility.
"Pro forma for the transaction, we expect S&P Global
Ratings-adjusted leverage will be elevated at around 5.3x in 2024.
The incremental debt will also contribute to weaker cash flow due
to higher interest expense. For 2024, we project slightly positive
FOCF, which includes transaction-related costs. Excluding these
one-time costs, we expect FOCF generation of about $30 million in
2024, implying an adj. FOCF to debt ratio above 3%.
"We also expect the company's financial policy will be more
aggressive under full private-equity ownership. Prior to going
public in April 2021, Agiliti was wholly owned by THL and
maintained leverage above 5x.
"We will closely monitor the company's financial policy, as it no
longer has public float. We note that there is an incentive for
publicly traded companies to limit their use of leverage. Following
Agiliti's 2021 IPO, in which about 27% of its equity became public
float, the sponsors managed the business such that we expected its
S&P Global Ratings-adjusted leverage to remain 4x-5x.
"Now that Agiliti will again be a private company, it is no longer
beholden to public investors. We are not aware that the sponsor has
any immediate plans to leverage the business beyond the current
debt raise; however, we will continue monitoring the company's
financial policy and performance and could lower our ratings if we
expect leverage to sustain above 6x.
"Although we expect demand for certain peak-need equipment will
remain below pre-COVID-19 levels, we believe growth in specialty
and surgical equipment rental and recurring repair and maintenance
work will support low-single-digit percent revenue growth in
2024.The company's results in 2023 were largely in line with our
projections, and we expect certain operating dynamics to continue
in 2024. This includes reduced demand for some peak-need medical
equipment rental, such as infusion pumps, ventilators, and patient
monitoring systems, because of higher equipment ownership within
health care facilities following a spike in purchases amid the
COVID-19 pandemic. As the estimated lifespan for equipment is five
to twelve years, the near-term growth prospects in its equipment
rental business are limited.
"On the other hand, growth trends in specialty and surgical
equipment rental and recurring repair and maintenance work remain
favorable as they are more correlated with procedure volumes. We
expect 2024 revenue growth of about 2%-3%, driven by
mid-single-digit percent growth in the equipment solutions and
clinical engineering segments. This is partially offset by the
decline in onsite managed services due to the lower renewal pricing
and scope of government contracts.
"The stable outlook reflects our expectation that revenue will
increase about 3% in 2024 based on the growth in certain medical
equipment rentals such as specialty beds and surgical laser, and in
maintenance and repair services. At the same time, we expect the
company to maintain adjusted leverage of 5x-6x and adjusted FOCF to
debt above 3%."
S&P could lower the rating if leverage remains above 6x and FOCF to
debt sustains below 3%. This could occur because of:
-- An operational setback;
-- Loss of customer contracts; or
-- A large, unexpected debt-funded acquisition or shareholder
return.
Although unlikely in the near term, S&P could raise the rating on
Agiliti if it:
-- Maintains solid revenue growth;
-- Improves its EBITDA margin to high-20%, likely from a return to
pre-pandemic peak-need rental revenue;
-- Increases and sustains FOCF to debt of high-single-digit
percent; and
-- Sustains a track record of adjusted debt to EBITDA comfortably
below 5x under the private-equity ownership and meets other
conditions for an improved assessment of financial risk.
AHM LLC: Unsecured Creditors Will Get 11.25% of Claims in Plan
--------------------------------------------------------------
AHM, LLC filed with the U.S. Bankruptcy Court for the District of
Maine a Plan of Reorganization for Small Business.
The Debtor is a limited liability company formed under the laws of
the State of Maine. The Debtor operates a martial arts studio in
Falmouth, Maine.
The Debtor also offers after-school and summer camps for local
children. The Debtor has continued to operate its business as a
Debtor in Possession.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $58,000. The total amount
paid pursuant to the Plan is $58,000 which amount includes the
initial distribution and the three annual distributions ("Plan
Cash").
The final Plan payment is expected to be paid on or before the date
that is 36 months after the Effective Date of this Plan.
The Debtor's plan provides for annual distributions of Plan Cash to
be funded primarily from the Debtor's business operations. The
Debtor will therefore have sufficient disposable income to fund
this Plan and satisfy its creditors allowed administrative, secured
claims and nonpriority unsecured claims.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 11.25% of the claim amount. This Plan also
provides for payment of administrative claims.
Class 5 claims of all remaining non-priority general unsecured
creditors are impaired. Holders of Allowed Unsecured Claims will
receive pro rata distributions from Plan Cash after payment of
Counsel Fees.
Class 6 claims of the interests of Equity Security Holders Andrew
Mishkin and Hester Mishkin in property of the Debtor's estate are
unimpaired. The Equity Security Holders are not taking a
distribution under this Plan on account of their equity. Andrew
Mishkin and Hester Mishkin have a claim in Class 5 for funds loaned
to the Debtor in pre-petition in December, 2023. Upon entry of the
Confirmation Order, all property of the Debtor's estate shall vest
in the Debtor, free and clear of all liens, claims and
encumbrances, except to the extent provided in this Plan.
The Debtor shall have adequate means for implementation of this
Plan pursuant to Section 1123(a)(5) of the Code through the ongoing
business operations of the Debtor and any other funds generated or
received by the Debtor and not allocated or paid pursuant to this
Plan that may become available. Upon entry of the Confirmation
Order, all property of the Debtor's estate shall vest in the
Debtor, free and clear of all liens, claims and encumbrances,
except to the extent provided in this Plan.
A full-text copy of the Plan of Reorganization dated March 18, 2024
is available at https://urlcurt.com/u?l=V0oxkS from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Tanya Sambatakos, Esq.
Molleur Law Office
190 Main St., 3rd Fl
Saco, ME 04072
(207) 283-3777
Email: tanya@molleurlaw.com
About AHM LLC
AHM, LLC, operates a martial arts studio in Falmouth, Maine.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Maine Case No. 23-20269) on December 22,
2023, with $0 to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Michael A. Fagone presides over the case.
Tanya Sambatakos, Esq. at Molleur Law Office represents the Debtor
as legal counsel.
ALECTO HEALTHCARE: Subchapter V Plan Confirmed by Judge
-------------------------------------------------------
Judge J. Kate Stickles of the United States Bankruptcy Court for
the District of Delaware entered an order confirming the Subchapter
V Plan of Reorganization of Alecto Healthcare Services, LLC.
Following the March 4, 5, and 13, 2024 hearing, the Court finds
that the Plan satisfies the requirements of the Bankruptcy Code.
The Debtor commenced this bankruptcy case under subchapter V of
Chapter 11 of the Bankruptcy Code on June 16, 2023. On September
14, 2023, the Debtor filed its Plan, which was subsequently
modified. The Plan provides that Classes 1 (Priority Non-Tax
Claims), (Secured Claims), and 4 (Equity Interests) are unimpaired,
and Class 3 (General Unsecured Claims) is impaired. The Debtor
forwent solicitation of votes on the Plan and seeks confirmation
pursuant to 11 U.S.C. Sec. 1191(b).
According to the Court, the Plan is non-consensual and does not
satisfy sections 1129(a)(8) and (10) of the Bankruptcy Code.
However, the Court notes Section 1191 (b) of the Bankruptcy Code
allows a plan to be confirmed on a non-consensual basis, provided
that, the requirements of section 1129(a), other than subsections
(8), (10), and (15), are satisfied, and the plan does not
discriminate unfairly and is fair and equitable with respect to
each class of claims or interests that is impaired under, and has
not accepted, the Plan.
Under section 1191(c) of the Bankruptcy Code, the fair and
equitable requirement imposes a projected disposable income
requirement, a feasibility finding, and appropriate remedies if
payments are not made. The Court finds that the Plan satisfies
those requirements.
The Court holds that Exhibit G to the Plan, including the revised
Income Statement at Exhibit C, satisfies the projected disposable
income requirement. The Plan provides that all of the Debtor's
disposable income in the three-year period following the Effective
Date of the Plan will be applied to make payments under the Plan in
accordance with section 1191 (c)(2). Michael Sarrao, the Debtor's
Vice President, General Counsel, and Secretary, also testified that
payments will include any excess disposable income beyond
projections and the Debtor is prepared to file post-confirmation
reports reflecting the Debtor's income and expenses.
The Court finds, based on the Plan, the Debtor's Income Statement,
and Mr. Sarrao's testimony, the Debtor has, by a preponderance of
the evidence, carried its burden of demonstrating that there is a
reasonable likelihood that the Debtor will be able to make all
payments under the Plan. Thus, the Court concludes that the Plan
meets the feasibility requirements of sections 1129(a)( 11) and
1191 (c)(3)(A).
Section 119l(c)(3)(B) requires that the plan provide appropriate
remedies if the debtor does not make required payments under a
plan. The Court states that Article VII.5 of the Plan provides
remedies upon default in satisfaction of section 1191 (c)(3)(B).
Under the Plan, Class 1 (Allowed Priority Non-Tax Claims) and Class
2 (Allowed Secured Claims) will receive a 100% recovery; Class 3
(Allowed General Unsecured Claims) will receive a pro rata share of
the Debtor's projected disposable income, an approximate 3- 10%
recovery of the total general unsecured claims; and Class 4 (Equity
Interest Holders) will retain their equity ownership interest in
the Debtor. The Court holds that the Plan's treatment of Claims
and Equity Interests is proper because all similarly situated
holders of Claims and Equity Interests will receive substantially
similar treatment. No party has challenged the proposed
classification and/or treatment under the Plan. The Court finds
that the Plan does not discriminate unfairly and meets the
requirements of 11 U.S.C. Secs. 1191(b) and 1129(b)(l).
The Revised Liquidation Analysis, dated March 3, 2023 (the
"Liquidation Analysis"), projects that $265,338 will be available
for payment of claims in chapter 7, while $2,079,010 will be
available for payment of claims under the Plan. The Court notes no
evidence has been presented to refute the Debtor's projections.
Mr. Sarrao testified creditors would receive more in a chapter 11
than chapter 7, stating: "I think very little, if anything, would
be distributed to the creditors if there was a Chapter 7."
Moreover, no credible evidence validates a finding that conversion
to chapter 7 would be in the best interests of creditors, according
to the Court.
The Reed Action Judgment Creditors object to the proposed Debtor
Releases and Injunction provisions in the Plan and assert that the
Plan was not filed in good faith.
Section 1129(a)(3) requires a plan to be "proposed in good faith
and not by any means forbidden by law." At the Confirmation
Hearing, the Reed Creditors argued the Debtor cannot satisfy the
good faith requirement.
First, the Reed Creditors argue that this case involves process,
evidence, and legal failures in the Debtor's efforts to obtain
releases through the Plan in favor of its insiders. They assert
that the independent director could not fulfill his role as a
fiduciary to creditors because he failed to evaluate the potential
causes of action independently, engaged in a "cursory" analysis,
and was unable to articulate why he determined those claims were
not viable. They also argue that Mr. Sarrao is not an expert on
solvency and is conflicted as a potential target of a possible
breach of fiduciary duty claim.
However, the Court notes that the Reed Creditors never presented
any evidence or otherwise explained how the plan fails to satisfy
section 1129(a)(3). In contrast, the evidence shows that the Plan
"comports with . . . [the] principal purpose of the Bankruptcy
Code," which "is to grant a fresh start to debtors." For these
reasons, the Court finds that the Plan "has been proposed in good
faith and not by any means forbidden by Jaw." The Reed Creditors'
objection is overruled.
A copy of the Court's decision dated March 20, 2024, is available
at https://tinyurl.com/2xthatjy
Counsel to the Debtor:
Jeffrey R. Waxman, Esq.
Tara C. Pakrouh, Esq.
Christopher M. Donnelly, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
E-mail: jwaxman@morrisjames.com
tpakrouh@morrisjames.com
cdonnelly@morrisjames.com
Counsel for Debtor's Independent Director/Manager:
Justin R. Alberto, Esq.
Cole Schotz P.C.
500 Delaware Ave., Suite 1410
Wilmington, DE 19801
E-mail: JAlberto@coleschotz.com
Subchapter V Trustee:
Jami Nimeroff, Esq.
Brown McGarry Nimeroff LLC
919 N. Market Street, Suite 420
Wilmington, DE 19801
E-mail: JNimeroff@bmnlawyers.com
United States Trustee:
Linda Casey, Esq.
Office of the United States Trustee
844 King Street, Suite 2207
Lockbox 35
Wilmington, DE 19801
E-mail: Linda.Casey@usdoj.gov
Counsel for the United States of America:
Brian M. Boynton, Esq.
Kirk T. Manhardt, Esq.
Marc S. Sacks, Esq.
Stanton C. McManus, Esq.
U.S. Depal1ment of Justice - Civil Division Commercial
Litigation Branch
P.O. Box 875, Ben Franklin Station
Washington, DC 20044
E-mail: stanton.c.mcmanus@usdoj.gov
- and -
Leah V. Lerman, Esq.
U.S. Department of Justice Civil Division
P.O. Box 875 Ben Franklin Station
Washington, DC 20044-0875
E-mail: Leah.V.Lerman@usdoj.gov
Counsel for the Reed Action Judgment Creditors:
William D. Sullivan, Esq.
William A. Hazeltine, Esq.
Sullivan Hazeltine Allinson LLC
919 North Market Street, Suite 420
Wilmington, DE 19801
E-mail: bsullivan@sha-llc.com
whazeltine@sha-llc.com
- and -
Colten L. Fleu, Esq.
Mountain State Justice, Inc.
1217 QuaJTier St.
Charleston, WV 25301
E-mail: colten@msjlaw.org
- and -
John Stember, Esq.
Maureen Davidson-Welling, Esq.
Stember Cohn & Davidson-Welling, LLC
The Harley Rose Building
425 First Avenue, 7th Floor
Pittsburgh, PA 15219
E-mail: jstember@stembercohn.com
mdavidsonwelling@stembercohn.com
About Alecto Healthcare Services
Alecto Healthcare Services, LLC, is a provider of healthcare
infrastructure services based in Glendale Calif.
Alecto Healthcare Services filed a Chapter 11 petition (Bankr. D.
Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10
million in assets and $50 million to $100 million in liabilities.
Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been
appointed as Subchapter V trustee.
Judge J. Kate Stickles oversees the case.
Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris
James, LLP are the Debtor's bankruptcy attorneys.
ALGOMA STEEL: S&P Assigns 'B-' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Canada-based steel producer Algoma Steel Inc. At the same time, S&P
assigned its 'B' issue-level rating and '2' recovery rating to the
company's proposed $350 million second-lien secured notes due 2029.
The '2' recovery rating indicates its expectation for substantial
(70%-90%; rounded estimate: 75%) recovery in a simulated default
scenario.
The stable outlook reflects S&P's view that Algoma's robust
liquidity position following the proposed debt issuance partly
offsets the financial risks associated with its exposure to
volatile steel prices and its transition to electric arc furnace
(EAF) steelmaking operations (from blast furnace).
Algoma is a small-scale steel producer with limited operating
breadth. The company is an integrated steel producer based in Sault
Ste. Marie, Ont. that primarily manufactures hot and cold rolled
steel sheet and plate (sheet accounts for about 90% of its sales).
S&P said, "In our view, the scale of Algoma's operations is
relatively small, given that it operates only one production
facility with annual output of predominantly commoditized steel
products in the low-2 million metric tons (mt) area. In comparison,
the production levels of other regional steel producers, like
United States Steel Corp., Steel Dynamics Inc., and
Cleveland-Cliffs Inc., are several times greater than that of
Algoma. In addition, we believe the company remains exposed to
operating disruptions and production outages due to its reliance on
one operational blast furnace, at least until it brings its EAF
online at full capacity."
S&P said, "In our opinion, Algoma's high operating leverage and
exposure to the highly cyclical demand for steel will likely lead
to volatile earnings and cash flow generation, which we consider a
key source of its credit risk. The company's annual earnings and
margins have been volatile historically, typically due to
fluctuations in its steel prices and input costs (namely iron ore
and metallurgical coal). In addition, the company has generated
negative EBITDA for a few years over the past decade or so. That
said, there were also periods when strong steel prices contributed
to an expansion in Algoma's margins above those of its closest
integrated steel-making peers, as was the case in fiscal year 2022
(its fiscal year ends March 31). We attribute this to the company's
Direct Strip Production Complex, which converts liquid blast
furnace steel directly into coil and provides it with a cost
advantage relative to its competitors.
"The proposed debt issuance will increase Algoma's leverage by
1.5x-2.0x and bolster its liquidity as it transitions to EAF
operations over the next couple of years. The company's proposed
$350 million of secured notes will significantly increase its debt
from relatively modest levels as of the end of calendar year 2023.
We estimate Algoma's S&P Global Ratings-adjusted debt to EBITDA
will rise to, and remain in, the low-4.0x area over the next two
fiscal years, which compared with less than 2.0x for the 12-months
ended Dec. 31, 2023. We attribute the increase in the company's
leverage primarily to the proposed debt issuance and our forecast
that hot-rolled coil (HRC) steel prices will average about $800 per
metric ton. We also estimate Algoma will have about C$965 million
of S&P Global Ratings-adjusted debt as of the end of fiscal year
2024, which primarily includes the proposed debt issuance, just
over C$300 million of pension and other post-retirement
obligations, and its existing reported debt of about C$140 million.
We do not net Algoma's cash against its debt due to our vulnerable
assessment of its business risk profile.
"We assume the company will use the net proceeds from the proposed
debt issuance to add cash to its balance sheet and bolster its
liquidity position as it transitions to EAF operations over the
next couple of years. We estimate the company will fund the bulk of
its C$500 million–C$550 million of planned capital spending in
fiscal years 2025 and 2026 with a combination of existing cash,
available government loan funding, and projected cash flow from
operations, while maintaining close to C$400 million of cash on its
balance sheet. This will likely provide Algoma with a material
liquidity cushion and the financial flexibility to manage
potentially lower-than-expected operating results and the financial
risks associated with its EAF project.
"Our rating incorporates potential volatility in the company's cash
flow and leverage metrics. In our view, Algoma's profitability,
leverage, and liquidity could materially weaken due to a relatively
modest decline in steel prices or an increase in its operating
costs. We understand that Algoma could completely eliminate its
exposure to iron ore and coal--the largest raw material inputs in
its current blast furnace operations--once it completes its
transition to EAF steelmaking. However, the company's input
requirements would then shift to scrap steel, which we consider to
be highly correlated with steel prices. Therefore, we assume Algoma
will likely exhibit earnings volatility similar to that of other
EAF steelmakers, albeit with modestly higher EBITDA margins.
"We believe Algoma's transition to EAF steelmaking will potentially
improve its cost profile over the longer term despite posing some
financial risks over the next couple of years. We assume the
company will complete construction of its EAF facility and commence
start-up activities before the end of fiscal year 2025. In the
subsequent two years, we assume Algoma will look to transition away
from its current blast furnace setup when the electricity supply
required to run its EAF steel production becomes available. The
move to EAF production would represent a material strategic shift
for the company and provides it with an opportunity to increase its
capacity while reducing its fixed costs, lowering its sustaining
capital expenditure (capex), and cutting its carbon emissions.
Still, we estimate that the full potential benefits for Algoma's
cost profile and cash flows from this transition will take a few
years to be fully realized. Furthermore, as with many projects of
this nature, there are financial risks associated with potential
cost overruns, unanticipated ramp-up issues, or an inability to
achieve management's targeted per-unit cost.
"The company has already spent more than 60% of its estimated C$825
million-C$875 million of project capital costs (revised up last
year from the original estimate of C$700 million). We understand
that most of the remaining spending is at fixed-price contracts,
which reduces the risk of significant cost escalations.
"The stable outlook reflects our expectation that Algoma will have
about C$500 million of cash following the proposed debt issuance
and generate S&P Global Ratings-adjusted debt to EBITDA in low-4x
area over the next two fiscal years. In our view, the company's
robust liquidity position following the proposed debt issuance
partly offsets the financial risks associated with its exposure to
volatile steel prices, as well as its transition to EAF steelmaking
operations.
"We could downgrade Algoma over the next 12 months if we view its
long-term capital structure as unsustainable. This could occur due
to sharply lower steel prices, an escalation of the capital costs
to complete its EAF project, or a longer-than-expected ramp-up for
its EAF facility that leads to large free operating cash flow
(FOCF) deficits. These events would weaken the company's liquidity
position and potentially increase its leverage.
"Although unlikely over the next 12 months, we could upgrade Algoma
if it completes its EAF project on time and within budget and
ramps-up production at the facility such that we gain greater
visibility into the company's longer-term output and cost profile
from its EAF steelmaking operations. In this scenario, we would
expect the company to generate material positive FOCF and maintain
S&P Global Ratings-adjusted debt to EBITDA of well below 3x.
"Environmental factors are a negative consideration in our credit
rating analysis of Algoma. The company's blast furnace steelmaking
operations require coal and iron ore as production inputs and
produce significant greenhouse gas (GHG) emissions. The company is
building two new EAFs to eventually replace its blast furnace. The
transition will likely substantially lower Algoma's GHG emissions
and improve its cost profile over time."
ALPINE 4 HOLDINGS: Board OKs Plan to Wind Down Subsidiary
---------------------------------------------------------
Alpine 4 Holdings, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that the Board of Directors of
the Company approved the Company's plan to wind-down its wholly
owned subsidiary Thermal Dynamics International, Inc. ("TDI") to
strengthen the Company's core business and focus the Company's
resources and equipment on businesses and investments that are more
strategic and profitable. The Board's determination will have no
impact on the Company's other wholly owned subsidiaries.
For the twelve months ended Dec. 31, 2023, the Company's revenues
from TDI are expected to be approximately $8.5 million. The
Company intends to wind down the operations of TDI over
approximately three months, subject to discussions with customers
and suppliers of the business. In connection with approval of the
plan to exit the business, the Company is expected to incur total
non-cash expenses of between $10 million and $12 million, including
impairment of intangible assets of approximately $11 million and
impairment of a portion of property, plant and equipment of
approximately $1 million. Management anticipates that these
expenses will be excluded in calculating the Company's non-GAAP
financial performance measures to be reported for 2024. In
connection with the wind-down of TDI, the Company also expects to
incur other transition costs of approximately $500,000, including
advisor fees.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
Nasdaq traded Holding Company (trading symbol: ALPP) that acquires
business, wholly, that fit under one of several portfolios:
Aerospace, Defense Services, Technology, Manufacturing or
Construction Services as either a Driver, Stabilizer or Facilitator
from Alpine 4's disruptive DSF business model.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $145.63 million in total assets, $75.64 million in total
liabilities, and $69.99 million in total stockholders' equity.
Phoenix, Arizona-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 5, 2023, citing that the Company has suffered recurring losses
from operations and recurring negative cash flows from operations.
This raises substantial doubt about the Company's ability to
continue as a going concern.
As of June 30, 2023, the Company had positive working capital of
$1.6 million, which was a decrease of $14.0 million compared to
Dec. 31, 2022. The Company has bank financing totaling $35.0
million ($35.0 million in lines of credit including $0.5 million in
capital expenditures lines of credit availability) of which $4.4
million was available and unused as of June 30, 2023. There are
three lines of credit that are set to mature during the next twelve
months. These three lines of credit total $13.7 million, of which
$8.7 million was used as of June 30, 2023, and are shown as a
current liability on the consolidated balance sheet. According to
the Company, these factors raise substantial doubt about its
ability to continue as a going concern.
AMADEUS TRUST: Hires Compass as Real Estate Broker
--------------------------------------------------
The Amadeus Trust Under Declaration of Trust of January 24, 2000
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to employ Compass as real estate broker.
The firm will market and sell the Debtor's real property located at
3800 Wailea Alanui Drive, Unit E201, Wailea, Hawaii 96753.
The firm will be paid a commission of 4 percent of the sale price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Dennis Rush
Compass
325 Keawe Street #210
Lahaina, HI 96761
Tel: (808) 280-0788
Email: dennis@dennisrush.com
About The Amadeus Trust Under
Declaration of Trust of January 24, 2000
The Amadeus Trust under Declaration of Trust of January 24, 2000
filed its voluntary petition for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 23-13086) on May 18, 2023, with as much as $1
million to $10 million in both assets and liabilities. Gerald
Goldstein, as trustee, signed the petition.
Judge Neil W. Bason oversees the case.
Jeffrey I. Golden, Esq., Golden Goodrich, LLP serves as the
Debtor's legal counsel.
AMC NETWORKS: S&P Assigns 'BB' Rating on Proposed Secured Debt
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level ratings and '1'
recovery ratings to AMC Network Inc.'s proposed secured debt, which
comprises a $325 million first-lien term loan A due 2028 and a $700
million senior secured note due 2029. AMC intends to use the
proceeds, together with approximately $280 million of cash from the
balance sheet, to repay $508 million of the existing term loan A
due 2026 ($608 million outstanding), $775 million of the senior
notes due 2025, and general corporate purposes including fees and
expenses associated with the transaction. The company is also
lowering the availability of its existing first-lien revolving
credit facility to $175 million from $400 million and extending the
maturity to 2028 from 2026.
S&P said, "At the same time, we lowered our issue-level rating on
the company's unsecured debt to 'B' from 'B+' and revised the
recovery rating to '5' from '4'. We also affirmed our 'BB'
issue-level rating on the existing first-lien revolving credit
facility and the remaining $100 million of first-lien term loan A
due 2026. The recovery rating on this debt remains '1'."
Issue Ratings - Recovery Analysis
Key analytical factors
-- S&P's simulated default scenario contemplates a payment default
occurring in 2028 due to a combination of the following factors:
consumers dropping their subscriptions to pay-TV video bundles in
favor of direct-to-consumer streaming video services, higher costs
for subscriber acquisitions and original programming, a prolonged
decline in advertising revenue due to economic weakness, financial
strain from shareholder-return initiatives, and debt-financed
acquisitions that significantly underperform.
-- S&P believes the company's lenders would pursue a
reorganization rather than a liquidation in a hypothetical default
scenario due to its favorable brand recognition and relationships
with MVPDs and other media distributors.
-- AMC's proposed capital structure will comprise a $325 million
of new first-lien term loan A due 2028,$100 million existing term
loan A due 2026, $700 million of new senior secured notes due 2029,
and $1 billion of existing senior unsecured notes due 2029.
-- S&P revised its recovery multiple to 5.0x from 5.5x to reflect
its view of AMC's weaker position than peers to navigate the
evolving media landscape due to cord cutting.
-- Other default assumptions include an 85% draw on the revolving
credit facility, USD benchmark rate is 2.5%, and all debt amounts
include six months of prepetition interest.
Simulated default assumptions
-- Simulated year of default: 2028
-- Emergence EBITDA: About $282 million
-- EBITDA multiple: 5.0x
Simplified waterfall
-- Net emergence value (after 5% administrative costs): $1.3
billion
-- Estimated senior secured debt claims: About $1.1 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured debt claims: $1.0 billion
--Recovery expectations: 10%-30% (rounded estimate: 20%)
ANALIA HOME: Seeks to Hire Robl Law Group as Counsel
----------------------------------------------------
Analia Home Health Care Service, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Robl Law Group, LLC as its legal counsel.
The firm's services include:
a. advising the Debtor regarding pros and cons of the Chapter
11 process, as applicable to its circumstances;
b. preparing schedules of assets and liabilities, statement of
financial affairs, company resolution, and similar documents;
c. assisting the Debtor with the preparation of such "first
day motions" as may be necessary, including motions regarding
authorization to utilize cash collateral, motions to authorize
payment of pre-bankruptcy claims, and similar filings;
d. assisting the Debtor in providing documents to the U.S.
Trustee's office for review in advance of the initial interview;
e. assisting the Debtor in preparing for the initial interview
and participating in the initial interview with the Debtor's
representative;
f. assisting the Debtor in preparing for the examination
provided for by Bankruptcy Code Section 341 and participating in
the meeting with the Debtor's representative;
g. preparing the status report required in a Subchapter V
case;
h. participating the status conference required in a
Subchapter V case;
i. advising the Debtor of its rights, duties and obligations;
j. reviewing claims filed in the Debtor's Chapter 11 case and
assisting the Debtor in evaluating such claims for potential
objections;
k. conducting or defending examinations pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure as may be deemed
desirable or necessary;
l. consulting with and representing the Debtor with respect to
formulating a Chapter 11 plan of reorganization, and in the Chapter
11 plan confirmation process;
m. assisting the Debtor with the preparation of monthly
operating reports;
n. providing other legal services incidental and necessary to
carrying out the day-to-day operations of the Debtor's business
activities;
o. instituting and prosecuting necessary adversary proceedings
and contested matters; and
p. taking other actions incident to the proper preservation
and administration of the Debtor's estate and business.
The firm will be paid at these rates:
Michael Robl, Esq. $475 per hour
Max Bowen, Esq. $375 per hour
LelenaKassa, Paralegal $175 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $10,000.
As disclosed in court filings, Robl Law Group is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael D. Robl, Esq.
Maxwell W. Bowen, Esq.
Robl Law Group, LLC
3754 Lavista Road, Suite 250
Tucker, GA 30084
Tel: (404) 373-5153
Fax: (404) 537-1761
Email: michael@roblgroup.com
max@roblgroup.com
About Analia Home Health Care Service, LLC
Analia Home Health Care Services, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 24-52233) on March 1, 2024, with up to $50,000 in assets
and up to $1 million in liabilities.
Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor
as bankruptcy counsel.
ARENA GROUP: Secures $25M Loan From Simplify Inventions
-------------------------------------------------------
The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into a loan agreement, by and between the Company and
Simplify Inventions, LLC, which will provide for up to $25 million
of borrowings to be used for working capital and general corporate
purposes.
The Simplify Loan bears interest at a rate of 10% per annum,
payable monthly in arrears unless otherwise demanded by the lender,
and will mature on March 13, 2026. The Simplify Loan is secured by
certain assets of the Company and its subsidiaries, which are also
guarantors of the obligations. Upon the closing, the Company
borrowed approximately $7.7 million, of which approximately $3.4
million was used to repay the outstanding loan balance, accrued
interest, certain fees and contingency reserves under its financing
and security agreement dated February 2020 with SLR Digital Finance
LLC. The FSA between the Company and SLR was simultaneously
terminated. The remaining $4.3 million of the initial borrowing
under the Simplify Loan was used for working capital and general
corporate purposes.
About The Arena Group Holdings
The Arena Group Holdings, Inc. (NYSE American: AREN) together with
its subsidiaries, operates digital media platform the United States
and internationally. The company offers the Platform, a
proprietary online publishing platform comprising publishing tools,
video platforms, social distribution channels, newsletter
technology, machine learning content recommendations,
notifications, and other technology. The company was formerly
known as TheMaven, Inc. and changed its name to The Arena Group
Holdings in February 2022. The Arena Group was incorporated in
1990 and is based in New York.
AZALEA GYNECOLOGY: Court OKs Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilmington Division, authorized Azalea Gynecology, P.A.,
to use cash collateral to pay allowed compensation.
The court ruled that it is necessary for the Debtor to employ an
accountant for the reasons set forth in the application, that the
proposed accountant does not hold or represent any interest adverse
to the estate and is disinterested as contemplated 11 U.S.C.
Section 327(a), and that the employment of the accountant for the
estate would be in the best interest of the estate.
The Debtor is authorized to employ Mr. Dustin Kern of Dustin Kern,
CPA, P.C., of 3205 Randall Parkway # 202, Wilmington, NC 28403 as
accountant upon the basis set forth in the application.
Compensation in the amount of $3,000 for preparation of annual
income and other tax returns of the Debtor is authorized to be paid
to the accountant upon completion of the same without further
notice or order from the Court.
The Debtor is authorized to use cash collateral to pay the
accountant's allowed fee of $3,000 for preparing and filing annual
tax returns upon completion of those services in lieu of the
non-annualized $250 per month amount for accounting services as set
forth on the Debtor's cash collateral budget.
A copy of the order is available at https://urlcurt.com/u?l=EZS9Wd
from PacerMonitor.com.
About Azalea Gynecology, P.A.
Azalea Gynecology, P.A. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00330-5-PWM) on
February 1, 2024. In the petition signed by Pamela Renee Novosel,
president, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Joseph N. Callaway oversees the case.
Algernon L. Butler, III, at Butler & Butler, L.L.P., represents the
Debtor as legal counsel.
BALLY'S CORP: Moody's Cuts CFR to B2 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Ratings downgraded the Corporate Family Rating of Bally's
Corporation to B2 from B1 and Probability of Default Rating to
B2-PD from B1-PD. Moody's also downgraded the company's senior
secured 1st Lien revolving credit facility and senior secured 1st
Lien term loan B to Ba3 from Ba2, and the company's senior
unsecured notes to Caa1 from B3. The company's speculative grade
liquidity rating was downgraded to SGL-3 from SGL-1, and the
outlook was changed to negative from stable.
The downgrade and negative outlook reflect Moody's expectation for
leverage to remain elevated at over 7 times over the next two
years. The company has increased funded debt levels by drawing on
its revolver alongside repurchasing shares and acquiring its New
York golf course property. The company is planning on constructing
a new casino facility in downtown Chicago. Chicago is in an
unrestricted subsidiary and is anticipated to be financed on a
project finance basis, and is expected to return to the restricted
group after it becomes operational in Q4 2026. Moody's anticipates
it will contribute to elevated leverage levels over each of the
next two years on a consolidated basis.
RATINGS RATIONALE
Bally's credit profile (B2 Negative) considers the company's high
leverage, which weakly positions the company at the current rating
level. Key credit concerns include the very competitive nature of
the online gaming industry, including in North America where the
company will need to continue to invest to maintain its competitive
position. Additional acquisitions or development opportunities,
such as potentially developing a gaming resort facility in New York
at its recently acquired golf course, or redeveloping the Tropicana
casino site in Las Vegas, while uncertain, pose risk of elevating
leverage for longer and would require significant capital
investment. Positive credit considerations include product and
geographic diversification resulting from acquisitions in past
years, stronger performance in its core casinos and resorts segment
with continued growth in international interactive business, as
well as a lack of meaningful near-term maturities.
The negative outlook reflects the company's high leverage level and
elevated risk associated with its planned development activities,
which could leave leverage higher for longer.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is not likely in the near term as Moody's currently
consider Bally's weakly positioned at the B2 Corporate Family
Rating level. A higher rating over the longer-term is possible if
Bally's achieves and sustains debt/EBITDA below 6.5x.
Ratings could be downgraded if Bally's maintains debt/EBITDA over
7.5x. Independent of leverage, a deterioration in liquidity could
also lead to a downgrade.
Bally's Corporation (NYSE: BALY) is a global casino-entertainment
company with a portfolio of casinos and resorts and online gaming
businesses. It currently owns and manages 16 casinos across 10
states, a golf course, and a horse racetrack in Colorado. The
company operates with three reportable segments: (1) Casinos &
Resorts; (2) North America Interactive, and (3) International
Interactive. Revenue for the latest 12-month period ended December
31, 2023 was $2.45 billion.
The principal methodology used in these ratings was Gaming
published in June 2021.
BELMONT TRADING: Court OKs Cash Collateral Access Thru April 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Belmont Trading Co., Inc. to use the
cash collateral of Kassel Financing, LLC and the U.S. Small
Business Administration on an interim basis in accordance with the
budget, through April 30, 2024.
As adequate protection, the Lenders are granted valid, binding,
enforceable and perfected replacement liens and security interests
in and on any of the Debtor's now owned Collateral or Collateral
acquired since the Petition Date, wherever located, to the same
extent validity and priority held by the Lenders prior to the
Petition Date and only to the extent of the diminution in the
amount of Lenders Cash Collateral used by the Debtor after the
Petition Date.
The Debtor is also directed to maintain insurance coverage on the
Collateral.
The Failure to maintain insurance coverage, pay taxes or otherwise
meet all requirements under the Order and failure to cure same
within 10 business days after notice may constitute an event of
default.
A status 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=y9yxPD from PacerMonitor.com.
The Debtor projects $304,400 in total cost of goods sold and
$185,300 in total expenses for one month.
About Belmont Trading Co., Inc.
Belmont Trading Co., Inc. offers full-service value recovery and
recycling services for mobile devices. The Debtor processes retired
mobile devices and remarket and resell them.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on September
12, 2023. In the petition signed by Igor Boguslavsky, president,
the Debtor disclosed $2,575,764 in assets and $15,773,104 in
liabilities.
Judge Janet S. Baer oversees the case.
O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents
the Debtor as legal counsel.
BOXER RAMEN: Hires Arrow Advisory LLC as Accountant
---------------------------------------------------
Boxer Ramen LLC and its affiliate seek approval from the U.S.
Bankruptcy Court for the District of Oregon to employ Arrow
Advisory, LLC as accountant.
The firm will assist the Debtor in preparing the appropriate tax
forms for the Debtors at the end of each year and providing ongoing
tax and accounting services in connection with the Debtors’
accounting and tax requirements.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The Debtors owes the firm $1,625 for services provided prior to the
Petition Date.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kelsey F. Lewis
Arrow Advisory LLC
4800 SW Meadows Road, Ste 300
Lake Oswego, OR 97035
Tel: (483) 747-1004
Boxer Boxer Ramen LLC
Boxer Ramen LLC and That Good Good LLC, dba SuperDeluxe, are a
small chain of fast casual restaurants in the Portland metropolitan
area.
Boxer Ramen LLC and That Good Good LLC, dba SuperDeluxe, filed
Chapter 11 bankruptcy petitions (Bankr. D. Ore. Lead Case No.
24-30324) on Feb. 9, 2024, with up to $1 million in assets and up
to $10 million in liabilities. Micah Camden, the Debtors' manager,
signed the petition.
Judge Teresa H. Pearson oversees the cases.
Sussman Shank, LLP serves as the Debtors' bankruptcy counsel.
BOY SCOUTS: Court Rules in Favor of Trust Distribution Claimants
----------------------------------------------------------------
Judge Laurie Selber Silverstein of the United States Bankruptcy
Court for the District of Delaware ruled on two Motions by three
claimants seeking entry of orders directing the Trustee to process
each movant's claim under standard Trust Distribution Procedures or
the Independent Review Option filed in the bankruptcy cases of Boy
Scouts of America and Delaware BSA, LLC.
The claimants, who were identified as Claimant SST-907550 (M.M.),
Claimant SST-905751 (A.M.) and Claimant STT-901144 (T.D.), allege
that forged ballots were submitted in their names electing the
Expedited Distribution treatment for their claims.
The Hon. Barbara J. Houser (Ret.), in her Capacity as Trustee of
the BSA Settlement Trust, objected to both Motions. Only Claimant
SST-907550 (M.M.) filed a reply.
The Motions were heard on November 20, 2023, together with numerous
other motions seeking relief related to the election of the
Expedited Distribution treatment. Prior to the hearing, Movants
and the Trustee agreed that the declarations and documents
accompanying their respective written submissions would be admitted
into evidence and that there would be no cross-examination. No
party presented any additional evidence at the hearing. Post-trial
submissions were permitted on legal issues only.
At the hearing, Trustee's counsel argued that movants' submissions
raise questions about where hard copies of the ballots were mailed
and the similarity of lack thereof of the signature exemplars
submitted by each movant. However, the Court holds that while
there may be questions with respect to the physical ballot or
signatures, the questions raised are not evidence and were not
explored through deposition or cross-examination. Under the
circumstances of these Motions, including how the parties decided
to present the matter to the court, the Court does not find
counsel's questions sufficient to defeat each movants' sworn
statements and supporting evidence. According to the Court, there
is simply nothing to put any of the movant's credibility at issue.
Having reviewed and considered the admitted evidence and the
arguments of counsel in their submissions and at the hearing, the
Court concludes that each of the three movants has proven by a
preponderance of the evidence that the signature on the ballot
attributed to him is a forgery.
A copy of the Court's decision dated March 14, 2024, is available
at https://tinyurl.com/8z57hthd
Counsel for the Claimants:
Daniel K. Hogan, Esq.
HOGAN MCDANIEL
1311 Delaware Avenue
Wilmington, DE 19806
Mitchell A. Toups, Esq.
WELLER, GREEN, TOUPS & TERRELL, LLP
P.O. Box 350
Beaumont, TX 77704
James E. O'Neill, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19899-8705
Bernard G. Conaway, Esq.
CONAWAY-LEGAL LLC
1007 North Orange Street, Ste. 400
Wilmington, DE 19801
Robert G. Pahlke, Esq.
Cole J. Retchless, Esq.
THE ROBERT PAHLKE LAW GROUP
2425 Circle Drive, Suite 200
Scottsbluff, NE 63963
Emily P. Grim, Esq.
Sarah A. Sraders, Esq.
GILBERT LLP
700 Pennsylvania Avenue, SE, Suite 400
Washington, DC 20003
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
The Debtors obtained confirmation of their Third Modified Fifth
Amended Chapter 11 Plan of Reorganization (with Technical
Modifications) on September 8, 2022. The Order was affirmed on
March 28, 2023. The Plan was declared effective on April 19,
2023.
The Hon. Barbara J. House (Ret.) has been appointed as trustee of
the BSA Settlement Trust.
BULA DEVELOPMENTS: Seeks to Hire Compass as Real Estate Agent
-------------------------------------------------------------
Bula Developments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire Seth O'Byrne,
agent of Compass as its real estate broker.
The firm will provide real estate brokerage services, including
advising Debtor in Possession regarding the marketing, listing, and
sale of the property located at f 6389 Castejon Drive, La Jolla, CA
92037.
Compass will be paid a sale commission equal to 3 percent of the
purchase price of the property.
Mr. O'Byrn disclosed in a court filing that Compass is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Seth Obyrne
COMPASS
7863 Girard Avenue, Suite 208
La Jolla CA 92037
Mobile: (858) 260-4982
Email: seth.obyrne@compass.com
About Bula Developments, Inc.
Bula Developments, Inc. sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-24619) on
Dec. 26, 2023, listing $10,000,001 to $50 million in assets and
$1,000,001 to $10 million in liabilities. Gabriel E. Liberman, Esq.
at the Law Offices of Gabriel Liberman, APC represents the Debtor
as counsel.
CALUMET SPECIALTY: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg
-------------------------------------------------------------------
Moody's Ratings downgraded the ratings of Calumet Specialty
Products Partners, L.P.'s, including the Corporate Family Rating to
Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD
and ratings on the senior unsecured notes to Caa2 from Caa1 and
changed the outlook to negative from stable. The Speculative Grade
Liquidity Rating was changed to SGL-4 from SGL-3.
"The downgrade of Calumet's CFR to Caa1 reflects its weak liquidity
and likely need for external financing to refinance notes maturing
in April 2025," stated James Wilkins, Moody's Vice President. "The
company's operational difficulties in 2023 and its current lower
profit margins for renewable diesel may pose challenges to the
company's deleveraging plans."
RATINGS RATIONALE
The downgrade of Calumet's ratings reflects its weak liquidity,
near-term refinancing requirements, as well as operating issues at
its plants in 2023 that have translated into volatile and weaker
historical financial results that pose challenges to its broader
deleveraging plans. The company's free cash flow turned positive in
the third quarter 2023 as capital expenditures declined with the
completion of the Montana Renewables, LLC (MRL) renewable diesel
project, but downtime at the facility in the fourth quarter 2023
resulted in Calumet reverting to negative free cash flow generation
and a significant decline in earnings for 2023. The more
challenging profit margin environment for renewable diesel could
pose difficulties to the company's deleveraging plans. However,
Moody's expects the company to grow earnings and generate positive
free cash flow in 2024 as MRL operates closer to capacity and
refining profit margins average above mid-cycle levels, but free
cash flow will not be sufficient to repay its maturing debt. The
company expects to incur capital expenditures between $115 million
and $150 million (including MRL), down substantially from 2023
spending.
Calumet has stated that it plans to reduce debt by $300-$400
million, primarily through a broader refinancing of debt at MRL and
eventual monetization of that subsidiary. The company has
experienced operational issues at MRL and margins for renewable
diesel have weakened considerably. These issues raise significant
execution risks for the company's plans to strengthening its
financial position.
Calumet has modest scale, elevated leverage, high interest costs,
potential material RINs obligations and a history of inconsistent
free cash flow generation. The company has a potential material
liability if it is required to purchase RINS to demonstrate
compliance with the Renewable Fuels Standard (RFS), but it is
currently engaged in litigation seeking exemptions from the RFS for
its refineries. Calumet had historically been granted exemptions
from the RFS obligations, but ceased receiving the exemptions when
the EPA stopped granting exemptions to all industry participants.
The company does benefit from geographic diversity of operations, a
diverse customer base (no customer represents 10 percent or more of
revenue) and its numerous specialty products (some of which are
recognized brands) offer exposure to diverse end markets.
Calumet's SGL-4 Speculative Grade Liquidity rating reflects its
weak liquidity profile driven by the near-term maturity of
approximately $364 million of notes due in April 2025, that the
company will likely be required to refinance as it does not clearly
have the resources to repay the debt at maturity and have adequate
liquidity for the business. In February 2024, the company
successfully issued $200 million of secured notes due 2029, and
used the net proceeds to repay $179 million of notes due in July
2024, and along with cash, to call for redemption $50 million of
notes due in April 2025. The company plans to monetize part of its
interest in MRL to repay the remaining $364 million of unsecured
notes due in April 2025. However, operational issues at MRL's
Montana facility that necessitated a shutdown in November 2023 and
repairs before restarting, delayed Calumet's Department of Energy
(DOE) loan application process and plans to partially monetize the
MRL asset. The timing of a monetization of the MRL asset is
uncertain. The DOE loan will refinance MRL debt at a lower interest
rate and provide funding for its sustainable aviation fuel capacity
expansion (Max SAF project). Proceeds from a successful partial
monetization of MRL could be sufficient to repay Calumet's
remaining outstanding notes due 2025, reducing its leverage and
interest burden. Moody's expect positive free cash flow generation
will contribute towards repaying the notes due in April 2025.
Calumet's liquidity sources for its operations include availability
under the ABL revolving credit facility due January 2027,
unrestricted cash balances ($7.9 million as of Dec. 31, 2023),
inventory financing arrangements and operating cash flow. The asset
based revolver commitments total $650 million and it had available
borrowing capacity of $241.9 million as of year-end 2023, after
accounting for the borrowing base, borrowings and letters of
credit. The revolver has one springing financial covenant which
becomes operable if availability under the facility falls below the
sum of the FILO loans plus the greater of: (i) 10% of the Borrowing
Base (15% when a refinery asset is part of the borrowing base) and
(ii) $45 million, then the company is required to maintain a Fixed
Charge Coverage Ratio of at least 1.0 to 1.0 as of the end of each
fiscal quarter. Calumet finances a portion of its inventory with
supply and offtake agreements related to its Shreveport and MRL
refineries.
Calumet's MRL subsidiary has its own debt and liquidity facilities
that are non-recourse to Calumet, including a revolving credit
facility, a term loan, an inventory financing agreement and asset
financing arrangements. MRL's revolving credit agreement, which
matures in November 2027, had total commitments of $90 million, $13
million in borrowings and unused capacity of $3.7 million as of
year-end 2023.
Calumet's balance sheet debt (as of year-end 2023, pro forma for
the February 2024 secured notes issuance and subsequent debt
redemption) includes three unsecured notes issues (rated Caa2)
totaling $1.0 billion as well as the secured ABL revolving credit
facility (unrated) and senior secured notes due 2029 (unrated),
which are senior in priority over the unsecured debt. The size of
the secured debt relative to the unsecured notes outstanding
results in the notes being rated one notch below the CFR. Calumet's
unrestricted subsidiary, Montana Renewables, LLC, also has debt
(issued to finance the construction of its renewable diesel plant
and unrated) that is non-recourse to Calumet.
The negative outlook reflects weak liquidity and related
refinancing risks, and the execution risks related to the company's
broader deleveraging plan.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Calumet generates negative free
cash flow, interest coverage (EBTIDA / Interest Expense) declines
below 1.1x, or refinancing needs are not addressed resulting in a
rising risk of default. The ratings could be upgraded if Calumet
addresses its debt maturities such that liquidity is at least
adequate, the company consistently generates positive free cash
flow, and the company meaningfully reduces financial leverage and
interest coverage approaches 2.0x.
The principal methodology used in these ratings was Refining and
Marketing published in August 2021.
Calumet Specialty Products Partners, L.P., headquartered in
Indianapolis, Indiana, is an independent North America producer of
specialty hydrocarbon products, such as lubricants, solvents and
waxes, and fuel products. It is structured as a publicly traded
Master Limited Partnership (MLP). Calumet operates three business
segments: Specialty Products and Solutions, Performance Brands and
Montana/Renewables.
CAMBER ENERGY: Widens Net Loss to $33 Million in 2023
-----------------------------------------------------
Camber Energy, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$33.02 million on $32.05 million of total revenue for the year
ended Dec. 31, 2023, compared to a net loss of $17.36 million on
$24.04 million of total revenue for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $101.71 million in total
assets, $77.41 million in total liabilities, and $24.30 million in
total stockholders' equity.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated March 25, 2024, 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.
Camber said, "The Company's ability to continue as a going concern
is dependent upon its ability to utilize the resources in place to
generate future profitable operations, to develop additional
acquisition opportunities, and to obtain the necessary financing to
meet its obligations and repay its liabilities arising from
business operations when they come due. Management believes the
Company may be able to continue to develop new opportunities and
may be able to obtain additional funds through debt and/or equity
financings to facilitate its business strategy; however, there is
no assurance of additional funding being available. These
consolidated financial statements do not include any adjustments to
the recorded assets or liabilities that might be necessary should
the Company have to curtail operations or be unable to continue in
existence."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1309082/000147793224001445/cei_10k.htm
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy/-- is a growth-oriented diversified
energy company. Through its majority-owned subsidiary, Camber
provides custom energy & power solutions to commercial and
industrial clients in North America and owns interests in oil and
natural gas assets in the United States. The company's
majority-owned subsidiary also holds an exclusive license in Canada
to a patented carbon-capture system, and has a majority interest
in: (i) an entity with intellectual property rights to a fully
developed, patent pending, ready-for-market proprietary Medical &
Bio-Hazard Waste Treatment system using Ozone Technology; and (ii)
entities with the intellectual property rights to fully developed,
patent pending, ready-for-market proprietary Electric Transmission
and Distribution Open Conductor Detection Systems.
CAN B CORP: Hemp Division Auction Yields $300,000
-------------------------------------------------
Can B Corp. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on March 14, 2024, the
previously announced auction of assets of the hemp division of the
Company under Article 9 of the Uniform Commercial Code was
completed.
The auction resulted in proceeds of approximately $300,000 from the
sale of certain equipment to multiple bidders, which has been
applied to the Company's obligations under Convertible Notes held
by Arena Special Opportunities Partners I, L.P., Arena Special
Opportunities Fund, LP and Arena Investors, L.P.
While the Company plans to continue its hemp operations and its
Duramed Inc. medical device division for the foreseeable future,
its primary focus will be on protecting and commercializing the
cannabis patents recently acquired by its 67% owned subsidiary,
Nascent Pharma, LLC.
About Can B Corp
Headquartered in Hicksville New York, Can B Corp (f/k/a Canbiola,
Inc.) -- http://www.canbiola.com/-- is in the business of
promoting health and wellness through its development, manufacture
and sale of products containing cannabinoids derived from hemp
biomass and the licensing of durable medical devices. Can B's
products include oils, creams, moisturizers, isolate, gel caps, spa
products, and concentrates and lifestyle products. The Company
develops its own line of proprietary products as well seeks
synergistic value through acquisitions in the hemp industry. It
aims to be the premier provider of the highest quality hemp derived
products on the market through sourcing the best raw material and
offering a variety of products it believes will improve people's
lives in a variety of areas.
Can B reported a net loss of $14.92 million for the year ended Dec.
31, 2022, compared to a net loss of $12.17 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $13.07
million in total assets, $12.86 million in total liabilities, and
$219,602 in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
As of Sept. 30, 2023, Can B had cash and cash equivalents of
$31,318 and negative working capital of $5,195,758. For the nine
months ended Sept. 30, 2023 and 2022, the Company had incurred
losses of $7,931,427 and $12,024,759, respectively. These factors
raise substantial doubt as to the Company's ability to continue as
a going concern, according to the Company's Quarterly Report for
the three months ended Sept. 30, 2023.
CENTERPOINT RADIATION: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized CenterPoint Radiation Oncology,
LLC, a California limited liability company, and affiliates to use
cash collateral on an interim basis in accordance with their
agreement with First-Citizens Bank & Trust Company and Delphi
Investors, Inc.
The parties agreed that the Debtor may use cash collateral on an
interim basis through the close of business on May 31, 2024 in
accordance with the budget, solely to the extent necessary to pay
post-petition expenses.
The Debtors will use $45,000 of cash collateral to pay Delphi
Investors, LLC rent for March 2024, an additional $45,000 for April
2024 rent, and an additional $45,000 for May 2024 rent, and such
payments will be made on the same day that the Debtors pay to FCB
$5,700, which represents the monthly adequate protection payments
due FCB.
Delphi, in exchange for receipt of $45,000 of cash collateral for
rent for March 2024, April 2024, and May 2024, will not declare a
default for failure to pay the sum of $101,000 rent for March 2024,
$101,000 for April 2024, and $101,000 for May 2024.
Delphi will also be prohibited from locking out the Debtors from
the Debtors' business located at 8929 Wilshire Blvd., Suite 100,
Beverly Hills, California 90211 until May 31, 2024 so long as (i)
the Debtors continue to make monthly payments of $45,000 to Delphi
wired on or before the first day of each month and (ii) subject to
the terms of any buyer's lease.
A continued hearing on the matter is set for April 2 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=XitfhH
from PacerMonitor.com.
About CenterPoint Radiation
CenterPoint Radiation Oncology, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 23-13448) on June 2, 2023, with $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Dr. Rosalyn Morrell,
member, signed the petition.
Judge Sheri Bluebond oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is
the Debtor's counsel.
CENTURY CASINOS: Moody's Alters Outlook on 'B3' CFR to Negative
---------------------------------------------------------------
Moody's Ratings affirmed Century Casinos, Inc.'s ratings, including
its Corporate Family Rating at B3, Probability of Default Rating at
B3-PD, Senior Secured First Lien Revolving Credit Facility Rating
at Ba3 and Senior Secured First Lien Term Loan Rating at B3. The
company's Speculative Grade Liquidity ("SGL") Rating was changed to
SGL-3 from SGL-2, and the outlook was changed to negative from
stable.
The negative outlook reflects Century Casinos' very high leverage
and Moody's expectation that Debt/EBITDA will remain elevated at
over 7.0x times over the next 12 to 18 months. The increase in
leverage is driven by its large lease obligation to VICI Properties
L.P. ("VICI"), which includes four properties in Alberta, Canada
for which it executed a sale-leaseback transaction completed in
September 2023. Additionally, Century Casinos' development projects
pose risk that leverage remains elevated for longer, with large
amounts of planned capital spending including The Riverview hotel
at Cape Girardeau, Missouri which is connected to the existing
casino.
RATINGS RATIONALE
Century Casinos' B3 CFR reflects the company's high leverage, which
leaves the company weakly positioned at the current rating level.
Moody's Debt/EBITDA was 8.7x for year ending December 31, 2023, an
increase from 6.2x during the prior year because of the assumed
VICI lease obligation. Moody's adjusted total debt grew to $1.0
billion from $665 million during this same period.
Other credit concerns include Century Casinos' small scale in terms
of revenue. For year ending December 31, 2023, revenue approximated
$550.2 million. Additionally, like other US gaming companies,
Century remains exposed to cyclical discretionary consumer spending
trends along with longer-term challenges facing regional gaming
companies related to consumer entertainment preferences that do not
favor traditional casino-style gaming.
Positive credit considerations include product and geographic
diversification resulting from acquisitions during the previous
years, as well as a lack of near-term maturities.
Century Casinos' speculative grade liquidity rating of SGL-3
reflects its reliance on external sources of capital due to its
frequent usage of its revolving credit facility. The company also
has large amounts of project-based capital spend. It fully drew its
$30 million revolver in July 2023 for its acquisition of the Rocky
Gap before repaying the borrowing in full in September 2023.
Positively, Century Casinos' senior secured first lien revolving
credit facility will not expire until April 2027 and its senior
secured first lien term loan is not due until April 2029. Century
Casinos also had approximately $171.3 million of unrestricted cash
at December 31, 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely given the negative outlook. Century Casinos'
ratings could be upgraded if it achieves and sustains Debt/EBITDA
below 5.5x, continues to generate meaningful free cash flow, and
maintains good liquidity including comfortably meeting its
financial covenant requirements.
Ratings could be downgraded if Century Casinos maintains
debt/EBITDA over 7.0x. A deterioration in liquidity could also lead
to a downgrade.
Century Casinos, Inc. is a casino entertainment company. In the
United States the Company operates the following operating
segments: (i) in the East, the Mountaineer Casino, Resort & Races
in New Cumberland, West Virginia and Rocky Gap Casino, Resort &
Golf in Flintstone, Maryland; (ii) in the Midwest, the Century
Casinos in Cape Girardeau and Caruthersville, Missouri, and Century
Casino & Hotels in Cripple Creek and Central City, Colorado; and
(iii) in the West, the Nugget Casino Resort, in Reno/Sparks,
Nevada. In Alberta, Canada the Company operates Century Casino &
Hotel in Edmonton, the Century Casino in St. Albert, Century Mile
Racetrack and Casino in Edmonton and Century Downs Racetrack and
Casino in Calgary. In Poland, the Company holds eight casino
licenses through its subsidiary Casinos Poland Ltd. The company is
publicly traded (Nasdaq: CNTY) and generated consolidated annual
net revenue of $550.2 million for year ending December 2023.
The principal methodology used in these ratings was Gaming
published in June 2021.
CGI 1100 BISCAYNE: JLL to Hold Public Auction on May 16
-------------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York, by virtue of certain events of default
under that certain partnership interests pledged and security
agreement dated as of Nov. 24, 2021, ("Pledge Agreement") executed
and delivered by CGI 1100 Biscayne Management GP LLC and CGI 1100
Biscayne Management Holdco LP ("Pledgor") and in accordance with it
right as holder of the security, Madison Realty Capital Debt MA II
Holdings MB LLC ("secured party"), by virtue of possession of those
certain share certificates held in accordance with Article 8 of the
Uniform Commercial Code of the State of New York ("Code"), and by
virtue of those certain UCC-1 filing statement made in favor of
secured party will offer for sale, at public auction: (i) all of
pledgor's right, title, and interest in and to the following: CGI
1100 Biscayne Management LP ("Pledged Entity"), and (ii) certain
related rights and property relating thereto.
Secured party's understanding is that the principal assets of the
pledged entity is the premises located at 1100 Biscayne Blvd.,
Miami, Florida. ("Property").
Mannion Auctions LLC under the direction of Matthew D. Mannion or
William Mannion, will conduct a public sale consisting the
collateral via online bidding on May 23, 2024, at 10:00 a.m. in
satisfaction of an indebtedness in the approximate amount of
$7,631,120.61 including principal interest on principal through May
23, 2024, subject to open charges and all additional costs, fee and
disbursements permitted by law. The secured party reserves the
right to credit bid. The New Sale Date supersedes the UCC sale
previously scheduled for May 16, 2024, at 3:30 p.m.
Online bidding will be made available via Zoom Meeting: Meeting
link: https://bit.ly/1100Biscayne Meeting ID: 844 0421 4057
Passcode: 926256 One Tap Mobile:
+16469313860,,84404214057#,,,,*926256# US;
+16465588656,,84404214057#,,,,*926256# US (New York) Dial by your
location: +1 646 931 3860 US.
Interested parties who intended to bid on the collateral must
contact Brett Rosenberg at Jonese Lang LaSalle Americas Inc., 330
Madison Avenue, New York, New York 10017, (212) 812-5926,
Brett.Rosenberg@jll.com, to received the terms and conditions of
sale and bidding instructions by May 21, 2024 by 4:00 p.m. Upon
execution of a standard confidentiality and non-disclosure
agreement, which can be found at the following link
https://www.1100BiscayneBlvdUCCSale.com.
CLEAN ENERGY: Expects to Raise $900K From Units Offering
--------------------------------------------------------
Clean Energy Technologies, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that the Company and certain
individual investors entered into a subscription agreement pursuant
to which the Company agreed to sell up to 2,000,000 units to the
Subscribers for an aggregate purchase price of $900,000, or $0.45
per Unit, with each unit consisting of one share of common stock,
par value $.001 per share and a warrant to purchase one share of
common stock. The Warrant is exercisable at exercise price of
$1.60 per share, expiring one year from the date of issuance.
The issuance of the Units, Warrant and Common Stock issuable
thereunder was exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to the exemption for
transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act, Rule 506 under Regulation D
of the Securities Act and Regulation S under the Securities Act and
in reliance on similar exemptions under applicable state laws.
Each of the Subscribers represented that it is an accredited
investor within the meaning of Rule 501 of Regulation D under the
Securities Act; not domiciled in the United States; acquired the
Company's Units for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution
thereof. The Company's Units were offered without any general
solicitation by the Company or its representatives.
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables. The Company provides waste heat
recovery solutions, waste to energy solutions, and engineering,
consulting and project management solutions.
The Company had a total stockholder's equity of $5,389,051 and a
working capital of $1,755,468 as of Sept. 30, 2023. The Company
also had an accumulated deficit of $19,829,422 as of Sept. 30,
2023. Therefore, the Company said, there is substantial doubt
about the ability of the Company to continue as a going concern.
CLEAR CHANNEL: S&P Rates New $375MM Senior Secured Term Loan 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '1'
recovery rating to Clear Channel International B.V.'s (CCIBV)
proposed $375 million senior secured term loan facility due in
2027. The '1' recovery rating indicates its expectation of very
high (90%-100%; rounded estimate: 95%) recovery for lenders in the
event of a payment default.
The company plans to use the proceeds from this facility to repay
the $375 million outstanding balance on its existing senior secured
notes due 2025. S&P's 'CCC+' issuer credit rating and stable
outlook on parent Clear Channel Outdoor Holdings Inc. are unchanged
because the proposed transaction will not affect its net leverage.
COMMONWEALTH CLASSICS: Marc Albert Named Subchapter V Trustee
-------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Marc Albert, Esq., a
partner at Stinson, LLP, as Subchapter V trustee for Commonwealth
Classics, LLC.
Mr. Albert will be paid an hourly fee of $500 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Albert declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Marc E. Albert
Stinson, LLP
1775 Pennsylvania Ave, NW, Suite 800
Washington, DC 20006
Phone: (202) 728-3020
Email: marc.albert@stinson.com
About Commonwealth Classics
Commonwealth Classics, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No.
24-10450) on March 12, 2024, with up to $50,000 in assets and up to
$1 million in liabilities.
Steven B. Ramsdell, Esq., at Tyler, Bartl & Ramsdell, P.L.C.
represents the Debtor as legal counsel.
COMMONWEALTH CLASSICS: Taps Tyler Bartl & Ramsdell as Attorney
--------------------------------------------------------------
Commonwealth Classics, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Tyler, Bartl &
Ramsdell, P.L.C. to perform legal services.
The firm's services include:
a. assisting with required bankruptcy schedules and related
forms;
b. representing the Debtor at creditors' meetings;
c. advising the Debtor of its duties and responsibilities
under the Bankruptcy Code;
d. assisting in preparing monthly financial forms and in
analyzing cash flow and financial matters;
e. advising the Debtor in connection with executory
contracts;
f. drafting documents to reflect agreements with creditors;
g. resolving motions for relief from stay and adequate
protection;
h. negotiating for obtaining financing and use of cash
collateral, as necessary, and determining whether reorganization,
dismissal or conversion is in the best interests of the Debtor and
its creditors;
i. working with creditors' committee and other counsel, if
any;
j. working on any disclosure statement and plan of
reorganization; and
k. handling other matters that arise in the normal course of
administration of the Debtor's bankruptcy estate.
The firm will be paid at the rate of $450 per hour for its services
and will be reimbursed for its out-of-pocket expenses. The retainer
fee is $20,025.
Steven Ramsdell, Esq., a partner at Tyler, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Steven B. Ramsdell, Esq.
Tyler, Bartl & Ramsdell, P.L.C.
300 N. Washington St., Suite 310
Alexandria, VA 22314
Tel: (703) 549-5003
Email: SRamsdell@TBRCLaw.com
About Commonwealth Classics, LLC
Commonwealth Classics, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. 24-10450)
on March 12, 2024. At the time of filing, the Debtor estimated up
to $50,000 in assets and $500,001 to $1 million in liabilities.
Steven B. Ramsdell, Esq. at Tyler, Bartl & Ramsdell, P.L.C.
represents the Debtor as counsel.
COOPER'S HAWK: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from negative
and affirmed all of its ratings on U.S.-based restaurant company
Cooper’s Hawk Intermediate Holding LLC, including its 'CCC+'
issuer credit rating.
The positive outlook reflects the potential for an upgrade if
Cooper's Hawk can sustain improvements to its profitability, reduce
leverage, and successfully address its debt maturities due in
2026.
The positive outlook reflects Cooper's Hawk's improving operating
performance and the possibility of an upgrade if the company can
strengthen credit metrics and successfully address its upcoming
2026 debt maturities. During the third quarter ended Sept. 27,
2023, revenue grew 15.2% year over year due to positive guest
traffic, higher average checks, and net unit growth. Commodity
inflation and wage pressure have eased significantly since peaking
in 2022, supporting operating margin expansion and profitability.
S&P expects Cooper's Hawk's credit metrics will continue to improve
in fiscal 2024 as sales volumes grow due to positive
same-restaurant sales, higher wine club membership, and new
restaurant openings. The company's unique wine club offering drives
recurring customer traffic as members pick up their subscription
wine bottles in store and are inclined to dine in the restaurant.
Wine club sales contribute roughly a quarter of the company's total
sales and, in its view, provide a relatively reliable revenue
stream.
S&P also projects S&P Global Ratings-adjusted EBITDA margin
expanding to around 11.5% in fiscal 2024 from the high-single-digit
percentage area as of the third quarter 2023, driven by its
expectation for roughly 10% sales growth, low- to mid-single-digit
increases in commodity and labor inflation, and management's focus
on implementing operating efficiencies across its business. Still,
restaurant dining remains highly discretionary and any softening in
macroeconomic conditions could lead to less spending and fewer
guest visits. Additionally, Cooper's Hawk remains a very small
player in an intensely competitive industry. The company's
aggressive expansion also carries elevated execution risks in its
view.
The company's extension of its $35 million revolving credit
facility to 2026 and paydown using proceeds from an incremental
term loan issuance improves liquidity. Cooper's Hawk relies heavily
on its revolver to fund its rapid growth strategy. The company has
routinely maximized capacity on its revolver to finance its
restaurant development and subsequently issued incremental term
loans to repay borrowings. Over the past two years, Cooper's Hawk
has issued $118 million of incremental debt, increasing its
outstanding term loan balance to $309 million. The recent extension
and paydown of its revolver mitigates near-term liquidity risk,
while the additional proceeds from the debt issuance provide cash
reserves. That said, while Cooper's has no immediate maturities
given that its term loan and revolver mature in 2026 (the revolver
matures 91 days prior to the Oct. 31, 2026, term loan maturity),
S&P views a longer-term refinancing to its capital structure to be
a key credit factor in our analysis.
S&P said, "We expect free operating cash flow (FOCF) will remain
negative over the next 12 months due to the company's aggressive
growth strategy. Cooper's Hawk's year-to-date cash flow deficit
narrowed to $35 million as of third quarter 2023 compared to $54
million in the year ago period. We expect the company's cash burn
will moderate over the next 12 months and project negative FOCF of
roughly $30 million in fiscal 2024, as capital expenditures (capex)
remains elevated but profitability continue to improve. However, we
believe Cooper's Hawk has the ability to scale back its new
restaurant openings if needed, which would lead to a significant
reduction in capital spending and overall cash burn.
"We forecast S&P Global Ratings-adjusted leverage improving toward
the mid-7x area over the next 12 months. We expect S&P Global
Ratings-adjusted debt to EBITDA will improve to 7.6x by fiscal
year-end 2024 from over 10x as of third quarter 2023 due to EBITDA
growth from higher sales and relatively steady cost pressures.
Still, leverage remains high for a polished casual dining
restaurant operator, leaving limited cushion to absorb performance
setbacks.
"The positive outlook reflects our expectation for improving
operating performance and credit protection metrics over the next
12 months."
S&P could revise the outlook or lower the rating if:
-- Operating performance is tracking below our expectations,
possibly due to a softer operating environment;
-- Credit protection metrics remain weak; or
-- S&P anticipates the company having difficulty successfully
addressing its debt maturities coming due in 2026.
S&P could raise its rating if:
-- Cooper's successfully addresses its upcoming debt maturities;
and
-- The company's operating performance progresses in line with our
expectations, leading to better operating cash generation and S&P
Global Ratings-adjusted leverage sustained below 7.5x.
Governance is a moderately negative consideration, as is the case
for most rated entities owned by private-equity sponsors. Cooper's
Hawk's highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects the generally finite holding periods and
a focus on maximizing shareholder returns.
CORE HEALTH: Court OKs Cash Collateral Access Thru April 8
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, authorized Core Health, LLC to use cash
collateral, on an interim basi, in accordance with the budget,
through April 18, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
has granted liens that encumber substantially all its pre-petition
property. In an effort to maintain its business as a going concern,
the Debtor borrowed money from various lenders secured by its
accounts receivable. The UCC Financing Statements filed with the
Secretaries of State for Kentucky and Indiana.
The lenders in Kentucky are National Funding, Inc., Thriveway
Funding Group, LLC, E Advance Services, V Cap Group, and Republic
Bank and Trust Company.
The lenders in Indiana is Republic Bank and Trust Company.
The court ruled as adequate protection, Republic Bank is granted
replacement liens on the Debtor's property acquired postpetition.
A second hearing on the matter is set for April 16, 2024 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=C1pum4
from PacerMonitor.com.
About Core Health, LLC
Core Health, LLC is a limited liability company organized under the
laws of the Commonwealth of Kentucky. From its headquarters in
Louisville, Kentucky, the Debtor operates a CoreLife Eatery
restaurant franchise in Louisville, Kentucky, and operated a
CoreLife Eatery franchise in Clarksville, Indiana.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-30673) on March 14,
2024. In the petition signed by William Flynn, managing member, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Charles R. Merrill oversees the case.
Joseph H. Haddad, Esq., at Seiller Waterman LLC, represents the
Debtor as legal counsel.
COSMOS HEALTH: Falls Short of Nasdaq Minimum Bid Price Requirement
------------------------------------------------------------------
Cosmos Health Inc. reported in a Form 8-K filed with the Securities
and Exchange Commission that on March 20, 2024, it received a
non-compliance letter from Nasdaq for its failure to maintain a
minimum bid price of $1.00 per share for 30 consecutive business
days in accordance with Nasdaq Listing Rule 5550(a)(2).
The Company has 180 calendar days from March 20, 2024 to regain
compliance by the closing bid price of the Company's common stock
being at least $1.00 per share for 10 consecutive business days.
In the event the Company cannot otherwise regain compliance with
the listing rule, it intends to effect a reverse stock split to
regain compliance. An indicator will be displayed with quotation
information related to the Company's securities.
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), formerly known as Cosmos
Holdings, is an international healthcare group with a proprietary
line of nutraceuticals and distributor of branded and generic
pharmaceuticals, nutraceuticals, over-the-counter medications and
medical devices through an extensive, established EU and UK
distribution network. The Company identifies, acquires, develops
and commercializes products that improve patients' lives and
outcomes. The Company has developed a global distribution platform
which is currently expanding throughout Europe, Asia and North
America. Currently, the Company has offices and distribution
centers through its the parent and its wholly owned subsidiaries:
(i) Cosmos Health Inc., the parent company headquartered in
Chicago, USA; (ii) SkyPharm S.A., headquartered in Thessaloniki,
Greece; (iii) Decahedron Ltd., headquartered in Harlow, United
Kingdom; and (iv) Cosmofarm S.A., headquartered in Athens, Greece.
For the nine-month period Sept. 30, 2023, the Company had revenue
of $37,537,003, net loss of $4,790,597 and net cash used in
operations of $16,587,726. Additionally, as of Sept. 30, 2023, the
Company had positive working capital of $23,901,453, an accumulated
deficit of $71,038,463, and stockholders' equity of $44,195,740. It
is management's opinion that these conditions raise substantial
doubt about the Company's ability to continue as a going concern
for a period of 12 months from the date of this filing.
CPI LUXURY: Has Deal on Cash Collateral Access Thru April 12
------------------------------------------------------------
CPI Luxury Group and East West Bank advised the U.S. Bankruptcy
Court for the Central District of California, San Fernando Valley
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.
On June 30, 2016, the Lender and the Debtor executed the Loan and
Security Agreement pursuant to which Lender provided Debtor a
secured revolving credit facility.
To secure repayment and performance by Debtor of its obligations
under the Loan Agreement, the Debtor granted to Lender a security
interest in certain described personal property assets. Lender
perfected its security interest in the Prepetition Collateral by
filing a UCC Financing Statement with the California Secretary of
State on June 30, 2016, filing number 167533695580.
Events of Default occurred under the terms of the Loan Documents
and, as a result, the Debtor executed a Forbearance Agreement dated
September 9, 2021, which was amended from time to time, culminating
in the execution of an Amended and Restated Forbearance Agreement
dated as of May 31, 2022.
As of the Petition Date, the Debtor is indebted to Lender under the
Loan Documents for the sum of no less than $13.840 million.
The parties agreed that the Debtor may use cash collateral through
the earlier of (a) closing of the Sale or (b) April 12, 2024,
solely to pay the expenses set forth on the budget.
A copy of the stipulation is available at
https://urlcurt.com/u?l=uBBXrS from PacerMonitor.com.
About CPI Luxury Group
CPI Luxury Group is a producer of cultured pearls. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 23-11059) on July 30, 2023. In the
petition signed by Harold Jabarian, chief executive officer, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the case.
M. Douglas Flahaut, Esq., at Arentfox Schiff LLP, represents the
Debtor as legal counsel.
CRUSH WINE: Court OKs Cash Collateral Access Thru May 3
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Crush Wine, LLC to use cash collateral, on an interim basis, in
accordance with the budget not to exceed an aggregate total of
$96,376 through May 3, 2024.
As adequate protection, Stearns Bank will be paid adequate
protection payments of $5,771 per month and the U.S. Small Business
Administration will be paid adequate protection payments of $731
per month.
The Debtor will provide the Secured Creditors with a post-petition
lien on all post-petition inventory and income derived from the
operation of the business and assets, to the extent that the use of
the cash results in a decrease in the value of the Secured
Creditors' interest in the collateral pursuant to 11 U.S.C. section
361(2). All replacement liens will hold the same relative priority
to assets as did the pre-petition liens.
A final hearing on the matter is set for April 30 at 1:30 p.m.
About Crush Wine, LLC
Crush Wine, LLC is a local and family-owned wine bar & restaurant.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-11198) on March 19,
2024. In the petition signed by James Lewis, president, the Debtor
disclosed $62,222 in assets and $1,047,097 in total liabilities.
Judge Kimberley H Tyson oversees the case.
Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
CSI COMPRESSCO: Expects to Close Kodiak Merger Agreement by April 1
-------------------------------------------------------------------
CSI Compressco LP disclosed in a Form 8-K filed with the Securities
and Exchange Commission that it expects the transactions
contemplated by the Merger Agreement to close on or about April 1,
2024.
On Dec. 19, 2023, CSI Compressco, CSI Compressco GP LLC, a Delaware
limited liability company and the general partner of the
Partnership (the "General Partner"), Kodiak Gas Services, Inc., a
Delaware corporation ("Kodiak"), Kodiak Gas Services, LLC, a
Delaware limited liability company and indirect, wholly owned
subsidiary of Kodiak ("Kodiak Services"), Kick Stock Merger Sub,
LLC, a Delaware limited liability company and indirect, wholly
owned subsidiary of Kodiak ("Stock Merger Sub"), Kick GP Merger
Sub, LLC, a Delaware limited liability company and direct, wholly
owned subsidiary of Kodiak Services ("GP Merger Sub"), and Kick LP
Merger Sub, LLC, a Delaware limited liability company and direct,
wholly owned subsidiary of Kodiak Services ("Unit Merger Sub"),
entered into an Agreement and Plan of Merger.
Upon the terms and subject to the conditions of the Merger
Agreement, Stock Merger Sub will merge with and into the
Partnership (the "Initial LP Merger" and the effective time of such
merger, the "Initial Effective Time"), with the Partnership
surviving the Initial LP Merger (the "Initial LP Surviving
Entity"). Following the Initial LP Merger, (a) GP Merger Sub will
merge with and into the General Partner (the "GP Merger"), with the
General Partner surviving the GP Merger as a direct, wholly-owned
subsidiary of Kodiak Services and (b) Unit Merger Sub will merge
with and into the Initial LP Surviving Entity (the "Subsequent LP
Merger" and, together with the Initial LP Merger, the "LP Mergers"
and, together with the GP Merger, the "Mergers"), with the Initial
LP Surviving Entity surviving the Subsequent LP Merger as a wholly
owned subsidiary of Kodiak Services.
The completion of the Mergers is subject, among other conditions,
to the delivery of written consents representing the affirmative
vote or consent of holders of at least a majority of the
outstanding common units representing limited partner interests in
the Partnership. The board of directors of the General Partner set
Feb. 20, 2024 as the record date for determining holders of CCLP
common units entitled to execute and deliver written consents to
(i) approve the Merger Agreement and (ii) approve, on a
non-binding, advisory basis, the compensation that will or may
become payable to the Partnership's named executive officers in
connection with the transactions contemplated by the Merger
Agreement. As of the close of business on the Record Date, there
were 142,102,322 CCLP common units outstanding and entitled to
consent with respect to the Merger Agreement and the
Transaction-Related Compensation Proposal.
The deadline for the consent solicitation expired at 5:00 p.m.
(prevailing Central Time), on March 19, 2024. The results of the
consent solicitation for the following proposals is set forth
below, which includes the consents of Spartan Energy Partners LP,
Merced Capital L.P., Orvieto Fund LP and the named executive
officers of the General Partner, who collectively own approximately
54% of CCLP common units as of the Record Date:
1. To approve the Merger Agreement and the transactions
contemplated
thereby were as follows:
APPROVE DISAPPROVE ABSTAIN
94,608,332 33,613 14,610
2. To approve, on a nonbinding, advisory basis, the
Transaction-Related Compensation Proposal:
APPROVE DISAPPROVE ABSTAIN
83,855,292 10,672,383 128,880
About CSI Compressco
CSI Compressco is a provider of contract services including natural
gas compression services and treating services. Natural gas
compression is used for natural gas and oil production, gathering,
artificial lift, transmission, processing, and storage. Treating
services include removal of contaminants from a natural gas stream
and cooling to reduce the temperature of produced gas and liquids.
CSI Compressco's compression and related services business includes
a fleet of approximately 4,300 compressor packages providing
approximately 1.2 million in aggregate horsepower, utilizing a full
spectrum of low-, medium- and high-horsepower engines. The
Company's treating fleet includes amine units, gas coolers, and
related equipment. CSI Compressco's aftermarket business provides
compressor package overhaul, repair, reconfiguration, and
maintenance services as well as the sale of compressor package
parts and components manufactured by third-party suppliers. Its
customers comprise a broad base of natural gas and oil exploration
and production, midstream, transmission, and storage companies
operating throughout many of the onshore producing regions of the
United States, as well as in a number of international locations.
including the countries of Mexico, Canada, Argentina and Chile.
CSI Compressco's General Partner is owned by Spartan Energy
Partners LP.
CSI Compressco reported a net loss of $9.48 million for the year
ended Dec. 31, 2023, compared to a net loss of $22.10 million for
the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had
$687.04 million in total assets, $70.37 million in total current
liabilities, $655.52 million in total other liabilities, and a
total partners' deficit of $38.86 million.
* * *
As reported by the TCR on Dec. 26, 2023, Moody's Investors Service
placed CSI Compressco LP's ratings under review for upgrade,
including its Caa1 Corporate Family Rating. These actions follow
the announcement that CSI Compressco will be acquired by Kodiak Gas
Services, Inc. (Kodiak Gas Services, unrated) in a 100%
equity-funded transaction.
CYPRESS COVE: Fitch Affirms 'BB+' IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings has affirmed Cypress Cove at HealthPark Florida,
Inc.'s Issuer Default Rating (IDR) at 'BB+' and the revenue rating
on the following Lee County Industrial Development Authority (FL)
bond issued on behalf of Cypress Cove at 'BB+':
- $43,850,000, (Cypress Cove at HealthPark Florida, Inc. Project)
health care facilities revenue bonds series 2022A;
- $7,200,000 (Cypress Cove at HealthPark Florida, Inc. Project)
health care facilities revenue bonds series 2022B-1;
- $16,800,000 (Cypress Cove at HealthPark Florida, Inc. Project)
health care facilities revenue bonds series 2022B-2.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Cypress Cove at
Health Park (FL) LT IDR BB+ Affirmed BB+
Cypress Cove at
Health Park (FL)
/General Revenues/1 LT LT BB+ Affirmed BB+
The 'BB+' rating reflects Cypress Cove's elevated leverage position
and thinner operating profile, balanced by a steady market position
as a single site life care community (LPC) in the generally
favorable service area of Fort Myers, FL and strong net entrance
fee receipts, which provide for good levels of debt service
coverage for the rating level.
Construction for the Oaks, Cypress Cove's 48-unit independent
living (IL) villa and hybrid home expansion is largely complete and
move ins have begun. Fitch anticipates that the Oaks will fill in
2024, ahead of schedule, and that the $24 million in short-term
debt that supported the project will be paid down. The Oaks remains
100% pre-sold, with 10% depositors, and has a waitlist. The project
included a new dining venue and clubhouse with a pub, fitness
center, and pool and is within walking distance of Cypress Cove's
current campus.
Cypress Cove management reports that it has recovered from the
effects of Hurricane Ian, which occurred in the fall of 2022 and
caused mostly water damage that was largely concentrated on a few
buildings on Cypress Cove's current campus and did not affect the
Oak's site nor slow down the construction. Cypress Cove plans to
apply to the Federal Emergency Management Agency (FEMA) for a
construction project designed to mitigate the potential damage
caused by future storms, and is working with its insurers, as well,
to recover losses from the hurricane.
Demand continues to remain strong at Cypress Cove, which helped
support a good year for entrance fees. Coverage of the full maximum
annual debt service (MADS) of $7.3 million, which includes the debt
service for the Oaks, remained very good at 2x in FY23 (September
30 YE). Fitch views Cypress Cove's ability to cover the full MADS
without the benefit of any of the revenues from the Oaks' IL units
as a credit positive. Cypress Cove will not be tested on the higher
MADS until fiscal 2026.
SECURITY
The 2022 bonds are secured by a pledge of gross revenues, a
leasehold mortgage on the land on which the community is located,
and a debt service reserve fund (DSRF).
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Single Site LPC with Good Market Position
The midrange revenue defensibility reflects Cypress Cove's market
position as a single site LPC operating in a relatively competitive
service area, with competition from full continuum of care
facilities, as well as from providers that offer select continuum
of care services, such as standalone assisted living (AL)
facilities.
Offsetting the competitive service area are Cypress Cove's good
demand profile, its relationship with Lee Memorial Health System
(LMHS), which supports a steady flow of Medicare rehabilitation
referrals, and a demographically solid service area with very good
population growth, and wealth indicators that are consistent with
state and national averages. IL occupancy is consistent with the
midrange revenue defensibility assessment as well, with IL
occupancy now back above 90%. Overall, pricing and rates are in
line with area competitors.
Operating Risk - 'bb'
Thinner Operating Profile; Elevated Capex Spend and Debt Burden
The weak operating risk assessment is largely due to a thinner
underlying operating performance, with operating ratios well above
100% through the five-year historical period, and elevated leverage
metrics that are expected to moderate as the revenue from the Oaks
begins to flow through operations. The operating ratio was 120.8%
in FY23. The weaker operating ratio has historically been offset by
Cypress Cove's net operating margin, adjusted (NOMA), which
averaged about 25.7% over the last five years and was adequate at
21.2% in FY23. The NOMA, which is more consistent with a midrange
operating risk assessment, is supported by steady net entrance fee
receipts, reflecting the good IL demand at Cypress Cove.
Fitch expects the operating ratio to improve from the additional
revenues from the Oaks' IL units. Capex has been good at Cypress
Cove, averaging 277.3% of depreciation over the last five fiscal
years with an average age of plant of 9.2 years at FYE 2023. The
Oaks project will keep capex elevated in FY23, but Fitch expects
capex to moderate to below depreciation after that, with Cypress
Cove having minimal capital needs. The debt associated with the
Oaks will keep Cypress Cove's capital-related metrics stressed.
MADS of $7.3 million, equates to 15.5% of 2023 revenues and debt to
net available was 14.2x.
Financial Profile - 'bb'
Financial Profile Steady Through a Moderate Stress Scenario
Given Cypress Cove's midrange revenue defensibility assessment and
weak operating risk assessment and Fitch's forward-looking scenario
analysis, Fitch expects key leverage metrics to remain consistent
with the 'bb' financial profile throughout the current economic and
business cycle. At FYE 2023, Cypress Cove had approximately $43.1
million of unrestricted cash and investments, equal to 384 days
cash on hand (DCOH), as calculated by Fitch.
Cash-to-adjusted debt (inclusive of the DSRF) was 20.4% at YE FY23.
Total long-term debt of approximately $211.5 includes the $24
million in short-term debt, and about $40 million for Cypress
Cove's land lease with its parent Lee Healthcare Resources (LHR)
million. The $40 million represents Cypress Cove's adoption of the
updated operating lease accounting standards in FY23. Prior to that
Fitch was using a 5x multiplier for the lease and it was included
as a contingent liability.
Fitch views the ground lease as credit neutral given the close
relationship between Cypress Cove and LHR, including overlapping
governance, subordination of the ground lease to MTI debt, and
deferring of lease payments as necessary should Cypress Cove
experience operating difficulties. For the Oaks project, LHR is
waving lease payments on the parcel of land upon which the project
is being built until project stabilization. However, the ground
lease suppresses Cypress Cove's adjusted leverage metrics as cash
to just bonded debt is stronger and is expected to improve once the
short-term is paid down.
Fitch's baseline scenario, which is a reasonable forward look of
financial performance over the next five years given current
economic expectations, shows Cypress Cove maintaining operating and
financial metrics that are largely consistent with historical
levels of performance as the fills. The operating ratio is expected
to show improvement in the out years, as the occupancy in the Oaks
stabilizes and the IL revenues benefit operations.
Capital spending is expected to be above depreciation through
fiscal 2023, and return to normal levels after that. As part of the
forward look, Fitch assumes an economic stress (to reflect
financial market volatility), which is specific to Cypress Cove's
asset allocation and an operational and entrance fee stress.
Overall, Cypress Cove's cash-to-adjusted debt levels remain
consistent with a 'bb' category credit. Debt service coverage
remains good for the rating level, and DCOH remains well above 200
days throughout the stress, which is neutral to the assessment
outcome.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Weakening in the financial profile such that cash-to-adjusted
debt falls to below 20% and is not expected to improve;
- Weaker than expected debt service coverage that falls below 1.5x,
through post-project stabilization.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved financial profile post-project stabilization such that
cash-to-adjusted to debt approaches 70% and MADS coverage is
consistently above 2x.
- Improved cash flow with the operating ratio improving to closer
to 100%.
PROFILE
Cypress Cove is a type-A LPC located in Fort Myers, FL. The
community consists of 374 IL units, 44 AL unit (ALU) apartments, 44
memory care apartments, and 64 skilled nursing beds. Cypress Cove
offers fully-amortizing and 75% refundable entrance fee plans, as
well a Type 'B' and Type 'C' contracts. A majority of residents
select the Type 'A' fully-amortizing plan. Additionally, Cypress
Cove does not take Medicaid in its skilled nursing unit. In FY23,
Cypress Cove had total operating revenues of $45 million.
Opened in 1999, Cypress Cove is situated on a 48-acre parcel of
land that is part of 402-acre master development called HealthPark
Florida, which also features the HealthPark Medical Center (a
368-bed acute care hospital), that is part of Lee Health (LH), a
four-hospital public health system that is located in Lee County,
FL. Cypress Cove is not part of LH, but the two organizations
mutually benefit from a close working relationship.
LHR is the sole corporate member of Cypress Cove. Cypress Cove is
located on land owned by LHR for which it pays an annual ground
lease payment, of approximately $1.5 million, which is subordinate
to debt service payments. LHR is also a support organization for
LH. However, LH is not owned by or formally a part of LHR or
Cypress Cove.
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.
D & R JONES: Wins Cash Collateral Access Thru May 5
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized D & R Jones Construction Corp. to use cash collateral on
an interim basis, in accordance with the budget, through May 5,
2024.
The Debtor requires the use of cash collateral to fund operational
and administrative expenses.
M&T Bank asserts a secured claim against the Debtor pursuant to a
Business Access Line of Credit Note, and a UCC-1 Financing
Statement filed with the New York State Department of State. M&T
asserts an unpaid balance as of the Petition Date in the amount of
approximately $504,086, exclusive of fees, costs and amounts that
M&T is owed pursuant to the Business Access Line of Credit Note.
M&T asserts a security interest in and lien upon, among other
things, all accounts receivable, inventory, equipment, and the
proceeds of the foregoing.
The court ruled that as adequate protection, the secured creditors
are granted valid, binding, enforceable and perfected continuing
replacement, rollover liens and security interests in all
collateral in which such creditors hold security interests pursuant
to their existing loan documents with the Debtor, pursuant to 11
U.S.C. Sections 361 and 363, and in such priority as each
respective Secured Creditor held pre-petition, pending the
conclusion of the interim hearing.
The Debtor will make adequate protection payments to M&T in the
amount of interest only payments in the approximate sum of $3,771
on or before March 25, 2024, and each and every month thereafter
through the Expiration Date.
The liens and security interests granted to M&T, including the
Adequate Protection Liens, will become and are duly perfected
without the necessity for the execution, filing or recording of
financing statements, security agreements and other documents which
might otherwise be required pursuant to applicable non-bankruptcy
law for the creation or perfection of such liens and security
interests.
A final telephonic hearing on the matter is set for May 7 at 11:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=vSg8uW
from PacerMonitor.com.
About D & R Jones Construction Corp.
D & R Jones Construction Corp. is a building finishing contractor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60165) on March 6,
2024. In the petition signed by Douglas Jones, president, the
Debtor disclosed $1,077,620 in assets and $1,034,445 in
liabilities.
Judge Patrick G Radel oversees the case.
Zachary D. McDonald, Esq., at ORVILLE & MCDONALD LAW, P.C.,
represents the Debtor as legal counsel.
DBE HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: DBE Holdings LLC
42 Union Avenue
Garfield NJ 07026
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor owns three
properties located in Virginia and New
Jersey having a total current value of $1.43
million.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-13101
Debtor's Counsel: Karina Lucid, Esq.
KARINA PIA LUCID, ESQ. LLC
1065 Rte 22 West Suite 2B
Bridgewater NJ 08807
Tel: 908-350-7505
Email: klucid@karinalucidlaw.com
Total Assets: $1,430,000
Total Liabilities: $1,064,739
The petition was signed by Donna Dymkowski as owner/sole member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YB3TVMA/DBE_Holdings_LLC__njbke-24-13101__0001.0.pdf?mcid=tGE4TAMA
DG EDWARDS: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized DG Edwards, PLLC dba Marsalis Avenue
Urgent Care Clinic to use cash collateral on a final basis, in
accordance with the budget.
Advanced Community Fund Inc, Everest Funding and Fox Funding assert
that they have a security interest in the accounts receivable of
the Debtor.
The court ruled that as adequate protection the Secured Creditors
are granted replacement liens under 11 U.S.C. section 552, to the
extent of any diminishment in the value of One's interest in such
cash collateral, in accordance with its existing existing
priority.
A copy of the order is available at https://urlcurt.com/u?l=hM8VVJ
from PacerMonitor.com.
About DG Edwards, PLLC
DG Edwards, PLLC owns medical clinics in South Dallas, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30525-11) on February
27, 2024. In the petition signed by D.G. Edwards, president, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Eric Liepins, Esq. represents the Debtor as legal counsel.
DIAMOND SPORTS: Seeks to Hire CBRE, Inc. as Real Estate Broker
--------------------------------------------------------------
Diamond Sports Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire CBRE, Inc. as its
real estate broker.
CBRE will render these services:
a. exclusively representing the Debtors in connection with (i)
the disposition of all or any portion of the Leased Properties,
which may include obtaining (x) one or more subtenants for all or a
part of the Leased Properties, (y) an assignee of any of the
Debtors' leasehold interests in connection therewith, or (z) the
surrender, cancellation, buyout, or release from the Debtors'
obligations under the subject Lease (collectively, a "Recapture")
of any or all of the leases (each, a "Lease") from the applicable
landlord(s), and (ii) finding, negotiating, and securing premises
on behalf of the Debtors in accordance with the requirements of the
Debtors' business; and
b. marketing the Leased Properties using such advertising,
canvassing, solicitation of licensed tenant representative brokers,
and other promotional and marketing activities as the Debtors and
CBRE may agree upon.
CBRE shall be paid commissions on sublease transactions calculated
by (a) multiplying the Rent (including all sums payable upon rent
commencement, however characterized) by the following Sublease
Commission Rates and (b) adding the products together:
First full year 5 percent
Second year 4 percent
Third year 4 percent
Fourth year 3-1/2 percent
Fifth year 3-1/2 percent
Sixth year through and including the 10th year 3 percent
11th year through and including the 15th year 2-1/2 percent
16th year through and including the 20th year 2 percent
The Debtor will pay CBRE a full commission equal to 5 percent of
the aggregate "Savings" in connection with the Debtor's existing
lease.
CBRE is a "disinterested person" within the definition of section
101(14) of the Bankruptcy Code. 11 U.S.C. Sec. 101(14), according
to court filings.
The firm can be reached through:
Robert Caruso
CBRE, Inc.
200 Park Avenue
New York, NY 10166
Tel: (212) 984-8000
Fax: (212) 984-8020
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally Sports
RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also
holds joint venture interests in Marquee, the home of the Chicago
Cubs, and the YES Network, the local destination for the New York
Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local
professional telecasts each year in addition to a wide variety of
locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90116) on March 14, 2023. In the petition signed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
DIGITAL MEDIA: Luis Ruelas Holds 10.9% of Class A Shares
--------------------------------------------------------
Luis Ruelas disclosed in a Schedule 13D filed with the Securities
and Exchange Commission that as of March 5, 2024, he beneficially
owned 466,975 shares of common stock of Digital Media Solutions,
Inc., representing 10.9 percent of the shares outstanding.
The percentage is based on 4,286,712 Shares outstanding (which
consists of (i) 2,765,764 Shares as reported on the Issuer's Form
10-Q for the quarter ended Sept. 30, 2023, filed on Nov. 14, 2023,
and (ii) 1,520,948 Shares issued to Prism on Nov. 17, 2023 in
connection with the redemption of the 1,520,948 units of Digital
Media Solutions Holdings, LLC, an indirect subsidiary of the
Issuer, held by Prism).
On March 5, 2024, Prism Data, LLC distributed Shares to its
members. The reporting person, as a member of Prism, received
466,975 Shares in connection with the Distribution.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1725134/000093041324000961/c108518_sc13d.htm
About Digital Media
Headquartered in Clearwater, Fla., Digital Media Solutions Inc.
(NYSE: DMS) -- @digitalmediasolutions.com -- is a provider of
data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases.
Digital Media incurred a net loss of $52.5 million in 2022. As of
Sept. 30, 2023, Digital Media has $168.97 million in total assets,
$330.17 million in total liabilities, $16.49 million in preferred
stock, and a total deficit of $177.69 million.
* * *
As reported by the TCR on Sept. 1, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based digital advertising
solutions provider Digital Media Solutions Inc. (DMS) to 'CCC' from
'SD' (selective default). S&P said, "In our view, DMS will be
dependent on favorable economic and business conditions over the
next 12 months to meet its financial obligations."
DOUG GROSS: Case Summary & Six Unsecured Creditors
--------------------------------------------------
Debtor: Doug Gross Construction, Inc.
600 Rita's Way
Painted Post, NY 14870-8546
Business Description: The Debtor specializes in all aspects of
site work including land clearing, complete
bull dozer service, pond installation,
excavation of foundation and basements,
installation of all septic systems
installation of municipal sewer lines, and
so much more. It also offers roll-off waste
service and equipment rental services.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
Western District of New York
Case No.: 24-20166
Judge: Hon. Warren, USBJ
Debtor's Counsel: Daniel F. Brown, Esq.
LIPPES MATHIAS LLP
9145 Main Street
Clarence, NY 14031
Tel: (716) 235-5030
Fax: (716) 633-0301
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Larry K. Knowles as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XXXLRNQ/Doug_Gross_Construction_Inc__nywbke-24-20166__0001.0.pdf?mcid=tGE4TAMA
EAGLE PROPERTIES: Hires KW Metro Center/Keller Williams as Broker
-----------------------------------------------------------------
Eagle Properties and Investments, LLC, seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ KW
Metro Center/Keller Williams Realty as real estate broker.
The firm will market and sell the Debtor's Virginia property
located at 1701 Duke St., Ste 100, Alexandria, VA 22314.
The firm will be paid a commission of 6 percent of the sales price,
and an administrative flat fee of $595.
James M. Lyons, a partner at KW Metro Center/Keller Williams
Realty, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
James M. Lyons
KW Metro Center/Keller Williams Realty
1701 Duke St., Ste 100
Alexandria, VA 22314
Tel: (703) 867-5090
Email: jim@kwmetrocenter.com
About Eagle Properties and Investments, LLC
Eagle Properties and Investments, LLC is a Vienna Va.-based company
engaged in leasing real estate properties. It owns 26 properties
valued at $9.37 million.
Eagle Properties and Investments a filed Chapter 11 petition
(Bankr. E.D. Va. Case No. 23-10566) on April 6, 2023, with
$9,429,800 in total assets and $14,716,136 in liabilities. Amit
Jain, manager, signed the petition.
Judge Klinette H. Kindred oversees the case.
The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC.
as bankruptcy counsels; Whiteford, Taylor & Preston, LLP as special
counsel; and SC&H Group, Inc. as financial advisor and accountant.
EEA STERLING: Hires Douglas Elliman Real Estate as Broker
---------------------------------------------------------
EEA Sterling Fund Ltd. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Douglas
Elliman Real Estate as its broker.
The firm assisted the Debtor in selling its two condominiums
located at 325 Fifth Avenue, New York, NY, Units 11G and 17G.
On July 28, 2023, the Debtor obtained a signed contract for the
sale of Unit 11G from Alice Haichin Hsieh for a purchase price of
$990,000, with a $99,000 down payment. The firm is entitled to a
4.5 percent commission.
On June 1, 2023, the Debtor obtained a signed contract for the sale
of Unit 17G from Alex Duho Lee for a purchase price of $1,030,000,
with a $103,000 down payment. Pursuant to the applicable Engagement
Agreement, DERE is entitled to a 5.0 percent commission for its
services as broker
Douglas Elliman is a "disinterested person" as that term is defined
in the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtor or the Debtor's estate, according to court
filings.
The firm can be reached through:
William Landhauser
Douglas Elliman Real Estate
575 Madison Ave - Third Floor
New York, 10022
Phone: (212) 303-5213
About EEA Sterling Fund
EEA Sterling Fund Ltd. owns two condominium apartments located at
325 Fifth Avenue, New York, Units 11G and 17G.
EEA sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 23-22781) on Oct. 23, 2023. In the
petition signed by Chana Goldman, authorized representative, the
Debtor disclosed $2,222,000 in total assets and $1,391,267 in total
liabilities.
Judge Sean H. Lane oversees the case.
J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP is
the Debtor's counsel.
ELITE ENDEAVORS: Seeks to Hire CGP Group as Accountant
------------------------------------------------------
Elite Endeavors, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to hire CGP Group, LLC to provide
accounting services.
The firm will be paid at these rates:
Partner $275 per hour
Senior Tax Preparers $210 per hour
Administrative Staff $100 per hour
CGP Group is a disinterested persons within the meaning of 11
U.S.C. Sec. 101(14), according to court filings.
The firm can be reached through:
Stephen M. Criser, CPA
CGP Group, LLC
740 W 2nd St, Suite 200
Wichita, KS 67203
Email: info@cgpgroupllc.com
About Elite Endeavors, LLC
Elite Endeavors, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-20222) on March 6,
2024. In the petition signed by Don Dustin Turner, Managing Member
of Flying 4T Enterprises, LLC, its Member, the Debtor disclosed up
to $50,000 in assets and up to $50 million in liabilities.
Erlene W. Krigel, Esq., at KRIGEL & KRIGEL, PC, represents the
Debtor as legal counsel.
ENDO INT'L: New York Bankruptcy Court Confirms Chapter 11 Plan
--------------------------------------------------------------
Endo International plc (OTC: ENDPQ) on March 19 disclosed that the
United States Bankruptcy Court for the Southern District of New
York has confirmed its Chapter 11 plan of reorganization (the
"Plan"), clearing the path for the Company to successfully complete
its financial restructuring. Under the Plan, substantially all of
the Company's assets are being sold to a new entity, Endo, Inc.,
over 95% of which is owned by holders of the Company's first lien
debt. The transaction is expected to close as early as late April
2024 upon receiving final regulatory approvals and satisfying
customary closing conditions.
Blaise Coleman, Endo's President and Chief Executive Officer, said,
"We look forward to emerging as Endo, Inc., a stronger company
poised for sustained growth. We are grateful for the collaboration
and support from our many stakeholders throughout this process. I
also want to express my gratitude to the entire Endo team for their
continued focus on delivering quality, life-enhancing therapies,
and serving our customers and patients throughout this process."
The terms of the Plan and the sale of substantially all of the
Company's assets to Endo, Inc. will result in a significant
reduction in outstanding indebtedness compared to the Company's
current capital structure and resolve substantially all of the
Company's prior litigation overhang.
Additional resources for customers, suppliers and health care
providers are available at EndoTomorrow.com. More information about
the Company's financial restructuring is available at
https://restructuring.ra.kroll.com/endo; by calling the Supplier
Hotline at (877) 542-1878 (toll-free) or +1 (929) 284-1688
(international); or by emailing EndoInquiries@ra.kroll.com.
About Endo International
Endo International plc (OTC: ENDPQ) is a generics and branded
pharmaceutical company. It develops, manufactures, and sells
branded and generic products to customers in a wide range of
medical fields, including endocrinology, orthopedics, urology,
oncology, neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549).
On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and
Operand Pharmaceuticals Holdco III Limited each filed a voluntary
Chapter 11 petition also in the U.S. Bankruptcy Court for the
Southern District of New York. On May 31, 2023, Operand
Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited
each filed a voluntary Chapter 11 petition also in the Southern
District of New York.
The Company's cases are jointly administered before the Honorable
James L. Garrity, Jr.
Endo initiated the financial restructuring process after reaching
an agreement with a group of its senior debtholders on a
transaction that would substantially reduce outstanding debt,
address remaining opioid and other litigation-related claims, and
best position Endo for the future. This would allow the Company to
advance its ongoing business transformation from a strengthened
financial position to create compelling value for its stakeholders
over the long term.
Endo's India-based entities are not part of the Chapter 11
proceedings. The Company has filed recognition proceedings in
Canada and expects to file similar proceedings in the United
Kingdom and Australia.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll Restructuring
Administration, LLC, is the claims agent and administrative
advisor. A Web site dedicated to the restructuring is at
http://www.endotomorrow.com/
Roger Frankel, the legal representative for future claimants in the
Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners,
LLC, as investment banker.
ENDO INT'L: Skadden Served as Legal Counsel in Chapter 11
---------------------------------------------------------
Skadden served as legal counsel to Endo International plc ("Endo"
or "the Company") in connection with the announcement that the
United States Bankruptcy Court for the Southern District of New
York has confirmed Endo's
Chapter 11 plan of reorganization (the "Plan"), clearing the path
for the Company to successfully complete its financial
restructuring. Under the Plan, substantially all of the Company's
assets are being sold to a new entity, Endo, Inc., over 95% of
which is owned by holders of the Company's first lien debt. The
transaction is expected to close as early as late April 2024 upon
receiving final regulatory approvals and satisfying customary
closing conditions.
The Skadden team includes Corporate Restructuring partners
Paul Leake, Lisa Laukitis, Shana Elberg and Evan Hill, counsel
Jason Liberi (Wilmington) and associates Liz Downing (Boston),
Jason Kestecher, Bram Strochlic, Angeline Hwang, Nicholas Hagen,
Moshe Jacob and Jamie Brumberger; and Complex Litigation and Trials
partner Abby Davis (Sheehan) (Houston). All attorneys are located
in New York, unless otherwise noted.
About Endo International
Endo International plc (OTC: ENDPQ) is a generics and branded
pharmaceutical company. It develops, manufactures, and sells
branded and generic products to customers in a wide range of
medical fields, including endocrinology, orthopedics, urology,
oncology, neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549).
On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and
Operand Pharmaceuticals Holdco III Limited each filed a voluntary
Chapter 11 petition also in the U.S. Bankruptcy Court for the
Southern District of New York. On May 31, 2023, Operand
Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited
each filed a voluntary
Chapter 11 petition also in the Southern District of New York.
The Company's cases are jointly administered before the Honorable
James L. Garrity, Jr.
Endo initiated the financial restructuring process after reaching
an agreement with a group of its senior debtholders on a
transaction that would substantially reduce outstanding debt,
address remaining opioid and other litigation-related claims, and
best position Endo for the future. This would allow the Company to
advance its ongoing business transformation from a strengthened
financial position to create compelling value for its stakeholders
over the long term.
Endo's India-based entities are not part of the Chapter 11
proceedings. The Company has filed recognition proceedings in
Canada and expects to file similar proceedings in the United
Kingdom and Australia.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll Restructuring
Administration, LLC, is the claims agent and administrative
advisor. A Web site dedicated to the restructuring is at
http://www.endotomorrow.com/
Roger Frankel, the legal representative for future claimants in the
Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners,
LLC, as investment banker.
ENTXAR ELLOPROP: May Amend Parts of Suit vs. Midfirst Bank, Dees
----------------------------------------------------------------
Judge Craig A. Gargotta of the United States Bankruptcy Court for
the Western District of Texas entered an order granting in part and
denying in part Entxar Elloprop, LLC's First Amended Motion for
Leave of Court to Amend Pleadings filed in an adversary proceeding
against Midfirst Bank and William Earl Dees and Aleasha L. Dees.
The Court finds that Plaintiff's Motion for Leave to Amend should
be granted as to the breach of contract claim against Midfirst Bank
and denied as to the quiet title and declaratory judgment actions
against the Dees.
Entxar Elloprop, LLC originally filed suit against Midfirst Bank on
July 26, 2023, in the 131st Judicial District of Bexar County,
Texas, Cause No. 2023CI4987. On August 3, 2023, Defendant filed
its Original Answer in state court. The same day, Defendant
removed the State Court Action to the United States District Court,
Western District of Texas, San Antonio Division, Civil Action No.
5:23-cv-00957-FB-RBF, based on diversity jurisdiction.
Plaintiff filed its Motion to Remand on August 18, 2023, contending
that because the Dees "are in state Defendants," the case lacked
complete diversity. Defendant filed its Response to Plaintiff's
Motion to Remand on August 30, 2023. In response, Defendant argued
that Plaintiff is a citizen of Texas and Defendant is a citizen of
Oklahoma. As to the Dees, Defendant also argued that they were
improperly joined because Plaintiff failed to state a claim against
them. On November 28, 2023, Magistrate Judge Richard B. Farrer of
the United States District Court, Western District of Texas, San
Antonio Division, heard argument on Plaintiff's Motion to Remand
and denied it. On December 11, 2023, Plaintiff filed its First
Amended Motion for Leave to Amend Pleadings and attached a proposed
amended pleading.
While the District Court Case was pending, Plaintiff filed Chapter
11 bankruptcy in this Court, Case No. 23-51806-CAG, on December 29,
2023. Plaintiff filed this adversary proceeding on January 25,
2024. Plaintiff then filed its First Amended Motion for Leave of
Court to Amend Pleadings pursuant to Rule 15 of the Federal Rules
of Civil Procedure on February 14, 2024. The same day, Defendant
filed its Response to Plaintiff's Motion for Leave to Amend and
Plaintiff replied. On February 22, 2024, the Court heard oral
arguments on Plaintiff's Motion for Leave to Amend.
In the state court Original Petition, Plaintiff asserts causes of
action for breach of contract, to quiet title, and a claim for
excess proceeds from Defendant's notice foreclosure sale (which is
styled as both a claim for "redemption" and for declaratory
judgment). Plaintiff claims to have purchased real property
located at 4906 Winter Cherry, Bexar County, Texas, at a homeowners
association (HOA) foreclosure sale. Plaintiff alleges that the
Dees previously owned the Property. According to Plaintiff, the
Dees obtained a mortgage loan to finance the purchase of the
Property, and that mortgage is currently held by Defendant.
Plaintiff alleges that on January 4, 2022, the Property was
foreclosed due to the Dees' failure to pay the HOA dues. In the
Original Petition, Plaintiff seeks injunctive relief, actual
damages, and attorney fees and court costs.
In deciding whether to grant Plaintiff's Motion for Leave to Amend,
the Court will rely on the factors in Hensgens v. Deere & Co. 833
F.2d 1179, 1182 (5th Cir. 1987). Because the Motion for Leave to
Amend seeks to join a non-diverse defendant, the Court will
"scrutinize that amendment more closely than an ordinary amendment"
and "consider a number of factors to balance the defendant's
interests.
The First Amended Complaint, which is attached to the Motion for
Leave to Amend, alleges causes of action for breach of contract
against Defendant, a claim to quiet title against Defendant and the
Dees, and lastly requests a declaratory judgment as to Defendant
and the Dees. In large part, Plaintiff contends that Defendant has
refused to allow it to make payments on the Dees' mortgage loan,
despite Plaintiff's alleged willingness to pay off the Dees'
mortgage loan. The Court questions Plaintiff's ability to pay
given its Chapter 11 filing.
According to the Court, the First Amended Complaint indeed adds
slightly more description regarding the foreclosure of the Property
mentioned in the Original Petition. However, the Court notes that
the First Amended Complaint adds wholly new acts or events,
separate from the foreclosure, such as: (a) an allegation that the
"Dees failed to redeem the property and voluntarily left the
property" but may "have the right to redeem based upon Chapter 209
of the [Texas] Property Code because the Plaintiffs are unaware of
the sending of property notices"; (b) a reference to "whether or
not Defendant Dees or the bank were made aware of the foreclosure
consistent with Chapter 209[]"; and (c) an action to quiet title
against Defendant and the Dees.
Plaintiff also requests appellate fees and a jury and trial
setting. In its Response, Defendant contends that Plaintiff's
Motion for Leave to Amend "repeats the same claims it made against
Defendant in its Original Petition and also seeks to bring the Dees
back into the case." Defendant argues that Plaintiff's Motion for
Leave to Amend should be denied because Plaintiff "again fails to
state a claim against the Dees" and that Plaintiff's Motion for
Leave to Amend "presents no new theories of recovery against
Defendant." Defendant further contends that the "denial of
Plaintiff's Motion to Remand necessarily resulted in the dismissal
of the Dees from the case." Defendant also opposes Plaintiff's
Motion for Leave to Amend on futility grounds.
Defendant argues that these amendments are futile because the Dees
are not asserting rights to the Property. Alternatively, Defendant
contends that in considering the Hensgens factors, Plaintiff's
Motion for Leave to Amend should be denied.
However, Plaintiff contends that the claims originally "brought
against the Dees are the same but just more properly defined."
The Court must therefore engage in a two-tiered analysis. First,
assuming the Dees were properly joined, the Court will determine
whether Plaintiff properly states claims for relief against the
Dees by considering the Hensgens factors. Second, if the Dees were
improperly joined, the Court will determine whether Plaintiff's
First Amended Complaint conforms to federal pleading standards.
In Hensgens, the Fifth Circuit identified four factors a trial
court must consider; (1) "the extent to which the purpose of the
amendment is to defeat federal jurisdiction"; (2) "whether
plaintiff has been dilatory in asking for amendment"; (3) "whether
plaintiff will be significantly injured if amendment is not
allowed"; and (4) any other equitable factors.
Additionally, Plaintiff contends that it sued the Dees originally
in state court asserting a quiet title claim, and is merely adding
facts to support its claim.
The elements of a suit to quiet title that a plaintiff must
demonstrate include: "(1) an interest in a specific property, (2)
title to the property is affected by a claim by the defendant, and
(3) the claim, although facially valid, is invalid or
unenforceable."
As to the quiet title claim, Defendant argues first that
Plaintiff's First Amended Complaint fails to indicate that the Dees
have an interest in the Property. Second, Defendant contends that
Plaintiff fails to show how its claim to title is affected by the
Dees. Third, Defendant argues that Plaintiff fails to show how its
quiet title claim is facially valid. The Court agrees.
Even if the Dees were properly joined, the allegations contained in
the proposed First Amended Complaint would likely not be sufficient
to hold the Dees liable for a quiet title claim.
Plaintiff admits that it is unclear as to what right it holds to
the Property, and for that reason, seeks to quiet title to
determine if there are "any further clouds or encumbrances related
to" Defendant or the Dees. Plaintiff contends that because it must
obtain credit approval from Defendant to assume the loan, that "the
Dees are necessary parties in order to obtain said credit approval
to assume their loan.". Lastly, Plaintiff alleges that Defendant
or the Dees may have the right to redeem the Property. Here, there
is no allegation by Plaintiff that the Dees are claiming any type
of title to the Property. The Court cannot conclude that this
would be a valid claim against the Dees.
In deciding whether to grant a motion for leave to amend a
complaint, a trial court may consider such factors as the futility
of a proposed amendment. The Court finds that Plaintiff's proposed
amendments as to the Dees would, indeed, be an exercise in futility
because the allegations set forth in Plaintiff's draft First
Amended Complaint hardly clarify the sparse facts set out in the
Original Complaint. In summary, granting the Motion for Leave to
Amend would be an exercise in futility here because the Court
cannot conclude that the quiet title claim would be a valid one
against the Dees. This factor thus weighs against allowing
Plaintiff's Motion for Leave to Amend as to the Dees.
In sum, all four of the Hensgens factors weigh against granting
Plaintiff's Motion for Leave to Amend; they weigh in favor of
disallowing Plaintiff's Motion for Leave to Amend as to the Dees.
The Court will therefore grant Plaintiff's Motion for Leave to
Amend as to the breach of contract claim against Defendant. The
Court finds that this count does not add a new cause of action, as
it is identical to the claim alleged in the Original Complaint.
The Court, however, will deny Plaintiff's Motion for Leave to Amend
to assert a quiet title action and declaratory judgment as to the
Dees. Plaintiff should file an amended complaint solely against
Defendant. Accordingly, any causes of action relating to the Dees
are denied.
The Court also finds that Plaintiff's First Amended Complaint fails
to conform to the federal rules of pleading. According to the
Court, the First Amended Complaint contains errors and
inconsistencies in the prayer for relief, as it includes a request
of appellate fees "to the Supreme Court of Texas" and makes a
generalized jury demand.
A copy of the Court's decision dated March 19, 2024, is available
at https://tinyurl.com/ywcpatuu
About Entxar Elloprop LLC
Entxar Elloprop LLC filed its voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51806) on Dec.
29, 2023, listing $100,001 to $500,000 in assets and $50,001 to
$100,000 in liabilities. The Law Office of David T. Cain
represents the Debtor as counsel.
ESAB CORP: S&P Assigns 'BB+' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issuer credit rating to ESAB
Corp., a manufacturer and supplier of welding and cutting
equipment, and its 'BB+' issue-level rating and '3' recovery rating
to the company's proposed senior unsecured notes. The recovery
rating reflects its expectation of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.
The stable outlook reflects S&P's expectation that ESAB will
generate $250 million to $300 million of free operating cash flow
(FOCF), which will enable it to maintain S&P Global
Ratings-adjusted leverage in the low-2x area over the next 12
months.
ESAB is issuing $600 million of senior unsecured notes to pay off
its existing term loan A-3 due April 2025.
S&P said, "We forecast low-single-digit percent core revenue growth
to about $2.7 billion in 2024, with strength from the
infrastructure end market, as well as good demand in its gas
control business. We believe the company will continue to modestly
grow profitability and pursue bolt-on acquisitions, resulting in
S&P Global Ratings-adjusted debt to EBITDA remaining in the low-2x
area in 2024.
"Our 'BB+' issuer credit rating analysis incorporates ESAB's good
brand reputation, competitive position in filler metals for welding
equipment, solid profitability, and conservative leverage metrics.
The ratings are limited, however, by its smaller scale of
operations, narrow product focus, and exposure to cyclical end
markets relative to higher-rated peers.
"We believe ESAB will continue to benefit from its portfolio of
recognized brands and demand tailwinds, though we expect some
variability in profitability over time given its smaller scale and
exposure to cyclical end markets.
"With $2.6 billion of revenue in 2023 (excluding sales attributable
to Russia), ESAB has a smaller scale relative to higher-rated
peers. Furthermore, we view the company as narrowly concentrated,
with 83% of the sales in cutting, joining, and automated welding,
as well as related aftermarket parts. On the positive side, the
company maintains a portfolio of different brand names, which we
believe are well recognized in the industry. In our view, the gas
control business, which has grown to 17% of total revenues in 2023
from 10% in 2016, provides an element of diversification and strong
growth prospects (especially in areas such as medical and specialty
gas), but it is still relatively small. We believe the company
could continue to pursue bolt-on acquisitions in this area.
"ESAB is well-diversified from a geographic perspective, with
roughly half of its sales coming from outside the Americas (78%
from outside the U.S.). It typically employs an in-region,
for-region model, which limits the supply chain risk, in our view.
About half of the company's sales are to developing markets, which
could accelerate growth relative to peers but could also cause
volatility in sales. The company's in-region, for-region strategy,
as well as the cross-currency swaps help mitigate its foreign
exchange risk, in our view.
"While we consider the company's breadth of products as narrow,
they do serve a variety of different end markets such as general
manufacturing (27% of 2023 sales), infrastructure (14%), repair and
maintenance (11%), oil and gas (9%), renewables (9%), automotive
(8%), and more. The company has made a concerted effort to sell its
products into more stable and higher growth markets such as health
and renewables, respectively, but it still maintains exposure to
cyclical end markets. Over the past 10 years, the company's peak to
trough sales decline was approximately 22% and its segment
operating income fell about 30% after restructuring costs. These
figures imply a 14% decremental margin, which compares favorably
with peers.
"In our view, macroeconomic conditions and capital spending will
generally drive revenue growth for ESAB. Additionally, volatility
in commodity prices could postpone its customers' spending
decisions. However, the company's focus on secular tailwinds and
megatrends, such as infrastructure, digital solutions, and robotics
will support topline growth."
ESAB maintains a leading position in welding consumables.
S&P said, "We view the market as highly fragmented and competitive.
The company maintains a roughly 9% market share of its $30 billion
addressable market. It has a particularly strong position within
filler metals, which comprised 60% of 2023 revenue. In our opinion,
the company's market position is defensible since the customers are
likely to exhibit brand loyalty and are somewhat less price
sensitive given the cost of consumables relative to the overall
equipment. The same dynamic, however, makes winning market share
more difficult. While the company has a competitive advantage in
the consumables market, we ultimately view the welding market as
niche and competitive, which does cap pricing power. Over the past
few years, ESAB has improved its materials price index, which
helped increase its S&P Global Ratings-adjusted EBITDA margins to
18.8% in 2023. We expect ESAB will sustain its S&P Global
Ratings-adjusted EBITDA margins in 2024 and expect modest expansion
going forward on higher sales and improved pricing.
"We expect ESAB to maintain S&P Global Ratings-adjusted leverage in
the 2x-3x range.
"We anticipate that ESAB will generate $250 million to $300 million
of S&P Global Ratings-adjusted FOCF in 2024 and pursue bolt-on
acquisitions to grow its business. The company has a stated revenue
target of $4 billion by 2028, with about half of the revenue growth
coming from acquisitions. In our view, the company will need to
deploy most of its FOCF toward acquisitions to meet these
targets."
The company acquired Ohio-Medical, an oxygen regulator and central
gas system business, as well as Therapy Equipment Ltd., a leader in
oxygen regulators, to expand its gas control equipment business. In
addition, it acquired Swift-Cut Automation Ltd. to benefit its
fabrication technology business. Inclusive of acquisitions and
shareholder return, S&P expects ESAB to maintain leverage in the
low end of the 2x-3x range over the next two years.
S&P said, "The stable outlook reflects our expectation that secular
tailwinds and megatrends such as infrastructure, safety, and
technology will support demand for ESAB's products. We believe
these factors will allow it to sustain its good EBITDA margins,
generate positive FOCF, and pursue bolt-on acquisitions. We believe
this will result in S&P Global Ratings-adjusted leverage in the
low-2x area over the next 12 months."
S&P could lower its rating on ESAB if:
-- It has weaker profitability than S&P anticipates, which leads
to a contraction in its EBITDA margins to the mid-teens percent
area resulting in leverage above 3x; or
-- Large debt-funded acquisitions and/or shareholder returns
result in the same level of leverage.
S&P could raise its rating on ESAB if:
-- The company strengthens its business risk profile such that it
compares similarly to investment-grade peers. S&P believes this
would likely come from the company significantly increasing its
scale, continuing to diversify its product lines and end-market
exposure, and continuing to improve its profitability; or
-- The company's financial policy decisions enables its S&P Global
Ratings-adjusted leverage to be sustained comfortably below 2x,
inclusive of potential shareholder returns and acquisitions.
EYE CARE: Committee Hires Force Ten as Financial Advisor
--------------------------------------------------------
The official committee of unsecured creditors of Eye Care Leaders
Portfolio Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Force Ten Partners, LLC as financial advisor.
The firm will provide these services:
a. participate in in-person and telephonic meetings of the
Committee and subcommittees formed thereby;
b. assist and advise the Committee in its meetings and
negotiations with the Debtors and other parties in interest
regarding these Chapter 11 Cases;
c. becoming familiar with and analyzing the Debtors' cash
collateral budgets, assets and liabilities, and overall financial
condition;
d. review financial and operational information furnished by the
Debtors;
e. assist the Committee in analyzing claims asserted against,
and interests in, the Debtors, and in negotiating with the holders
of such claims and interests;
f. assist with the Committee's review of the Debtors' Schedules
of Assets and Liabilities, Statements of Financial Affairs, and
other financial reports prepared by the Debtors;
g. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, management, and financial condition
of the Debtors, of the relevant Lindberg entities, and of the
historic and ongoing operation of their businesses;
h. assist the Committee in its analysis of and negotiations with
the Debtors, of the relevant Lindberg entities, or any third party
related to, financing, asset disposition transactions, compromises
of controversies, and assumption and rejection of executory
contracts and unexpired leases;
i. monitor and assist with the sale process, interact with the
Debtors' investment banker and report to the Committee thereto;
j. assist the Committee in its investigation of the validity of
the Debtors' prepetition debt and liens and any other potential
claims against prepetition debt holders;
k. assist the Committee in its analysis of, and negotiations
with the Debtors or any third party related to the formulation,
confirmation, and implementation of any chapter 11 plan and all
documentation related thereto;
l. assist and advise the Committee with respect to
communications with the general creditor body in these Chapter 11
Cases;
m. review and analyze complaints, motions, applications, orders,
and other pleadings filed with the Court, and assisting the
Committee concerning responses thereto;
n. assist the Committee in its review and analysis of, and
negotiations with the Debtors and their non-Debtor affiliates
related to, intercompany claims and transactions;
o. review and analyze analyses or reports prepared in connection
with the Debtors' potential claims and causes of action, advise the
Committee with respect to formulating positions thereon, and
perform such other diligence and independent analysis as may be
requested by the Committee;
p. advise the Committee with respect to applicable federal and
state regulatory issues, as such issues may arise in these Chapter
11 Cases;
q. if necessary, participate as a witness in hearings before the
Court with respect to matters upon which Force 10 has provided
advice; and
r. provide other activities as approved by the Committee, the
Committee's counsel, and as agreed to by Force 10.
The firm will be paid at these rates:
Partners $715 to $900 per hour
Directors/Managers $495 to $625 per hour
Associates/Vice-Presidents $390 to $495 per hour
Analysts $230 to $355 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Edward Kim, a partner at Force Ten Partners LLC, 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:
Edward Kim
Force Ten Partners, LLC
5271 California Ave., Suite 270
Irvine, CA 92617
Telephone: (949) 357-2360
Email: ekim@force10partners.com
About Eye Care Leaders Portfolio Holdings, LLC
Eye Care Leaders Portfolio Holdings, LLC, provides a suite of
software specifically geared towards ophthalmology and optometry
practices, practice management, surgical, revenue cycle management
(RCM), MIPS reporting and more. Eye Care Leaders is a one-stop
shop for eye care specialists and their patients.
Eye Care Leaders and more than 30 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead
Case No. 24-80001) on Jan. 16, 2024. In the petition filed by
CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to
$500 million in assets against $500 million to $1 billion in debt.
The Hon. Michelle V. Larson presides over the cases.
Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial
Inc. is the Debtors' financial advisor.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Eye Care
Leaders Portfolio Holdings, LLC and its affiliates. The committee
hires Kilpatrick Townsend & Stockton LLP as counsel. Force Ten
Partners, LLC as financial advisor.
Counsel to Create Capital LLC, the DIP Lender:
Norman N. Kinel, Esq.
Squire Patton Boggs (US) LLP
1211 Avenue of the Americas, 26th Floor
New York, NY 10036
E-mail: norman.kinel@squirepb.com
- and -
Wes J. Camden, Esq.
Williams Mullen
301 Fayetteville Street, Suite 1700
P.O. Box 1000 (27602)
Raleigh, NC 27601
E-mail: wcamden@williamsmullen.com
EYE CARE: Committee Hires Kilpatrick as Counsel
-----------------------------------------------
The official committee of unsecured creditors of Eye Care Leaders
Portfolio Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Kilpatrick Townsend & Stockton LLP as counsel.
The firm's services include:
a) rendering legal advice regarding the Committee's
organization, duties, and powers in these cases;
b) evaluating and participating in the Debtors' sale process to
ensure such process proceeds in the most efficient manner to
maximize recoveries to the unsecured creditors;
c) assisting the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtors;
d) assisting the Committee in the review, analysis, and
negotiation of the Debtors' proposed bidding procedures and
debtor-in-possession ("DIP") financing;
e) analyzing any chapter 11 plan and related disclosure
statement filed by the Debtors;
f) attending meetings of the Committee and meetings with the
Debtors, the DIP lender, and the alleged secured creditors, and
their attorneys and other professionals, and participating in
negotiations with these parties, as requested by the Committee;
g) taking all necessary action to protect and preserve the
interests of the Committee, including possible prosecution of
actions on its behalf and investigations concerning litigation in
which the Debtors or their insiders are involved;
h) assisting the Committee with respect to communications with
the general unsecured creditor body about significant matters in
these cases;
i) reviewing, analyzing, and, where necessary, challenging,
claims filed against the Debtors' estates and alleged liens on
estate assets;
j) representing the Committee in hearings before the Court,
appellate courts, and other courts in which matters may be heard,
and representing the interests of the Committee before those
courts;
k) assisting the Committee in preparing all necessary motions,
applications, responses, reports, and other pleadings in connection
with the administration of these cases; and
l) providing such other legal assistance as the Committee may
deem necessary and appropriate.
The firm will be paid at these rates:
Partners $1,145 to $1,435 per hour
Counsel $750 per hour
Associates $725 to $915 per hour
Paralegals $425 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Yes. The Committee requested, and Kilpatrick Townsend
agreed, to discount Messrs. Meyers' and Posner's hourly rates by 15
percent and all other timekeepers' hourly rates by 10 percent
during the pendency of these Chapter 11 Cases. Kilpatrick Townsend
will not seek payment of the "discounted" amount from Kilpatrick
Townsend's normal rates unless and until the Committee approves
such request, which is within the Committee's discretion.
Kilpatrick Townsend also agreed to not charge for travel time and
travel expenses.
Question: Do any of the professional included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Not applicable.
Question: Has your client approved your prospective budget and
staffing plans, and, if so for what budget period?
Response: The Committee and its counsel are currently in the
process of formulating a budget that is consistent with the form of
budget attached as Exhibit C-1 to the Appendix B Guidelines,
recognizing that in the course of large cases like these Chapter 11
Cases, it is highly likely that there may be a number of unforeseen
circumstances that will need to be addressed by the Committee and
its counsel giving rise to additional fees and expenses.
Todd C. Meyers, Esq., a partner at Kilpatrick Townsend & Stockton
LLP, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Todd C. Meyers, Esq.
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street NE, Suite 2800
Atlanta, GA 30309-4528
Tel: (404) 815-6500
Fax: (404) 815-6555
Email: tmeyers@ktslaw.com
About Eye Care Leaders Portfolio Holdings, LLC
Eye Care Leaders Portfolio Holdings, LLC, provides a suite of
software specifically geared towards ophthalmology and optometry
practices, practice management, surgical, revenue cycle management
(RCM), MIPS reporting and more. Eye Care Leaders is a one-stop
shop for eye care specialists and their patients.
Eye Care Leaders and more than 30 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead
Case No. 24-80001) on Jan. 16, 2024. In the petition filed by
CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to
$500 million in assets against $500 million to $1 billion in debt.
The Hon. Michelle V. Larson presides over the cases.
Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial
Inc. is the Debtors' financial advisor.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Eye Care
Leaders Portfolio Holdings, LLC and its affiliates. The committee
hires Kilpatrick Townsend & Stockton LLP as counsel. Force Ten
Partners, LLC as financial advisor.
Counsel to Create Capital LLC, the DIP Lender:
Norman N. Kinel, Esq.
Squire Patton Boggs (US) LLP
1211 Avenue of the Americas, 26th Floor
New York, NY 10036
E-mail: norman.kinel@squirepb.com
- and -
Wes J. Camden, Esq.
Williams Mullen
301 Fayetteville Street, Suite 1700
P.O. Box 1000 (27602)
Raleigh, NC 27601
E-mail: wcamden@williamsmullen.com
FAITH USA: Drew McManigle Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 7 appointed Drew McManigle as
Subchapter V trustee for Faith USA, LLC.
Mr. McManigle will be paid an hourly fee of $495 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. McManigle declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Drew McManigle
700 Milam, Suite 1300
Houston, TX 77002
Telephone: (410) 350-1839
Email: drew@macco.group
About Faith USA
Faith USA, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31010) on March
5, 2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Eduardo V. Rodriguez presides over the case.
Reese W. Baker, Esq., at Baker & Associates represents the Debtor
as legal counsel.
FIELDWOOD ENERGY: Star Measurement Must Disgorge $25,000
--------------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas grants Fieldwood Energy III LLC's motion
for summary judgment in an adversary proceeding involving a
$25,136.96 payment made to Star Measurement Sales and Services,
Inc. during the 90-day preference period before the Debtors'
bankruptcy filing.
The Court finds that there is no genuine issue of material fact
that precludes a finding that the $25,136.96 payment is a
preference under 11 U.S.C. Sec. 547(b). The payment is not saved
by any of the affirmative defenses asserted by Star, the Court
holds. According to the Court, the transfer will be avoided.
Star is a manufacturer that regularly contracts with energy
pipeline companies and production operators to fabricate and
manufacture equipment designed to measure the flow of natural gas
and oil transported through pipelines in the Gulf of Mexico.
Fieldwood had a longstanding business relationship with Star. In
2019, Star generated a sales estimate for custom fabrication of
measurement equipment for a production well operated by Fieldwood.
Star generated a $25,136.96 invoice for the equipment on January 2,
2020. Star also generated a $425.00 additional invoice for
freight, but Fieldwood does not claim a preference payment of this
amount. The equipment was shipped on January 2, 2020. Fieldwood
paid the $25,136.96 invoice to Star on June 2, 2020.
Fieldwood filed this adversary proceeding on August 3, 2022,
asserting causes of action for avoidable preference and avoidable
fraudulent transfer.
On September 27, 2022, Fieldwood filed a notice of dismissal of its
fraudulent transfer cause of action. Fieldwood asserts only a
cause of action for the avoidance of the $25,136.96 payment as a
preference under 11 U.S.C. Sec. 547(b). Star filed its answer to
Fieldwood's complaint on February 27, 2023, asserting affirmative
defenses under Sec. 547(c). Star does not contest that the
transfer was of Fieldwood's property. Discovery in the adversary
proceeding closed on August 30, 2023. Both parties have moved for
summary judgment.
Fieldwood's Plan Administrator testified in his declaration that,
although Fieldwood has not reconciled its claims, "the combination
of secured and unsecured claims is expected to be far greater than
available assets." He also testified that the distribution to
general unsecured creditors will be "far less than 100%." Star
does not hold a perfected security interest in Fieldwood's
collateral. As a general unsecured creditor, Star would not have
received a 100% payout in a chapter 7 liquidation. Any payment
Star received during the preference period would have allowed it to
recover more than it would in a chapter 7 proceeding, had the
transfer not been made.
Star asserts the contemporaneous exchange defense under Sec.
547(c)(1), the ordinary course of business defense under Sec.
547(c)(2), and the subsequent advance defense under Sec. 547(c)(4).
The Court notes that the affirmative defense only applies if the
exchange was, in fact, contemporaneous. 547(c)(1)(B) is
unambiguous. According to the Court, there is no factual basis
that supports that this exchange was, in fact, contemporaneous.
The significant delay between invoice and payment precludes a
finding that the transfer was substantially contemporaneous, the
Court states.
Star claims Fieldwood's preferential transfer to Star was incurred
"in the ordinary course and scope of business, and made in
accordance with standard business terms of one or both parties."
According to the Court, although seemingly an ordinary transaction
between Fieldwood and Star, Fieldwood's evidence demonstrates that
the transaction was not done in the ordinary course.
The preferential transfer was over a month later than the latest
payment made in historical transactions, almost double the average
payment time, and five times longer than the terms of the invoice.
This significant delay in payment demonstrates material
inconsistency with prior transactions, according to the Court. The
Court cannot conclude the transaction was within the ordinary
course of the parties' business. The ordinary course of business
defense does not apply, the Court holds.
Although Star claims the subsequent advance of new value defense,
Star merely alleges that "the delivery of the custom manufactured
equipment to Fieldwood Energy gave Fieldwood Energy new value to
and for its benefit where Star Measurement was unprotected and its
delivery of the equipment was not secured by an otherwise
unavoidable security interest." The Court concludes that there are
no facts to suggest the extension of any new value after the
preferential transfer. The subsequent advance defense is
inapplicable, the Court states. The Court concludes that no
affirmative defenses shield the preferential transfer.
The Court holds that an award of prejudgment interest will
compensate Fieldwood for the funds that were withheld from its
estates. According to the Court, Fieldwood is entitled to an award
of pre-judgment interest of $1,227.91.
A copy of the Court's decision dated March 12, 2024, is available
at https://tinyurl.com/bdfmpzwx
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.
On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No.
20-33948). Mike Dane, senior vice president and chief financial
officer, signed the petitions.
At the time of the filing, the Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
The case was initially assigned to Judge David R. Jones. Judge
Marvin Isgur later took over.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On Aug. 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan, LLP
and Conway MacKenzie, LLC, serve as the committee's legal counsel
and financial advisor, respectively.
FISKER INC: Faces NYSE Delisting, Triggers Default Risks on Notes
-----------------------------------------------------------------
Fisker Inc. disclosed in Form 8-K Report filed with the U.S.
Securities and Commission that on March 25, 2024, the New York
Stock Exchange notified the Company that the NYSE had determined to
(A) immediately suspend trading in the Company's Class A common
stock, par value $0.00001 per share, due to "abnormally low"
trading price levels pursuant to Section 802.01D of the NYSE Listed
Company Manual, and (B) commence proceedings to delist the Class A
Common Stock.
A delisting of the Company's Class A Common Stock will trigger a
requirement to offer to repurchase the Company's unsecured 2.50%
convertible notes due 2026 and will cause an event of default under
its senior secured convertible notes due 2025, which would permit
the holders of the 2025 Notes to accelerate such notes and make
them immediately payable in full. The Company does not currently
have sufficient cash reserves or financing sources sufficient to
satisfy all amounts due under the 2026 Notes or the 2025 Notes, and
as a result, such events could have a material adverse effect on
its business, results of operations and financial condition.
The Company expects that its Class A Common Stock will be quoted on
the OTC Pink platform or another market operated by OTC Markets
Group Inc. The OTC is a significantly more limited market than the
NYSE, and quotation on the OTC will result in a less liquid market
for existing and potential holders of the Class A Common Stock to
trade the Class A Common Stock and could further depress the
trading price of the Class A Common Stock. The Company can provide
no assurance that its Class A Common Stock will trade or continue
to trade on this market, whether broker-dealers will provide and
continue to provide public quotes of the Class A Common Stock on
this market, or whether the trading volume of the Class A Common
Stock will be sufficient to provide for an efficient trading
market.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
FISKER INC: Faces Setback as Automaker Terminates Negotiations
--------------------------------------------------------------
After the market closed on March 22, 2024, Fisker Inc. received
notice from the large automaker with which the Company had been in
negotiations for a potential transaction that the automaker
terminated the negotiations. Following such termination, the
Company continues to evaluate strategic alternatives. Such
alternatives may include in or out of court restructurings, capital
markets transactions (subject to market conditions), repurchases,
redemptions, exchanges or other refinancings of its existing debt,
the potential issuance of equity securities, the potential sale of
assets and businesses and/or other strategic transactions and/or
other measures. These alternatives involve significant
uncertainties, potential significant delays, costs and other risks,
and there can be no assurance that any of these alternatives will
be available on acceptable terms, or at all, in the current market
environment or in the foreseeable future.
As a result of the termination of discussions with the automaker,
the Company will not be able to meet a closing condition to the
financing commitment and term sheet the Company entered into with
an investor on March 18, 2024. As a result of the inability to meet
such closing condition, the Company intends to engage in
discussions with the Investor regarding a waiver of such closing
condition (or alternatively, having the Investor provide financing
to the Company on different terms). These alternatives involve
significant uncertainties, and there can be no assurance that any
of these discussions will be successful or that any funds will be
available to the Company under the Commitment.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
FLICSON IPZONA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Flicson Ipzona, LLC
7454 East Broadway Blvd
Tucson, AZ 85710
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-02236
Debtor's Counsel: Charles R. Hyde, Esq.
THE LAW OFFICES OF C.R. HYDE, PLC
2810 North Swan Road Suite 150
Tucson, AZ 85712
Tel: 520-270-1110
Email: crhyde@oldpueblobankruptcy.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Peter Toone as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/L3E7WCI/FLICSON_IPZONA_LLC__azbke-24-02236__0001.0.pdf?mcid=tGE4TAMA
FORGOTTEN BOARDWALK: Wins Cash Collateral Access Thru April 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Forgotten Boardwalk Brewing, LLC to use cash collateral on an
interim basis, in accordance with the budget, with a 20% variance,
through April 11, 2024.
The Debtor requires the use of cash collateral to meet its ordinary
cash needs (and for such other purposes as may be approved in
writing by CUNJ) for the payment of the Debtor's actual expenses
necessary to (a) maintain and preserve its assets, and (b) continue
operation of its business, including payroll and payroll taxes, and
insurance expenses as reflected in the Budget.
As of the Petition Date, the Debtor remains indebted to the Credit
Union of New Jersey in the approximate amount of $275,612, due and
owing on the secured loan made by CUNJ to the Debtor.
The CUNJ Loan is purportedly secured by a first-priority security
interest in substantially all of the Debtor's assets.
As adequate protection for the use of cash collateral, CUNJ is
granted replacement liens pursuant to 11 U.S.C. Sections 361 and
363(c) and (e), to the extent CUNJ's cash collateral is used by the
Debtor and to the extent of any diminution in the value of CUNJ's
collateral, with the same priority in the Debtor's post-petition
collateral, and proceeds thereof, that CUNJ held in the Debtor's
pre-petition collateral.
To the extent the adequate protection provided for hereby proves
insufficient to protect CUNJ's interests in and to the cash
collateral, CUNJ will have a super-priority administrative expense
claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all
claims against the Debtor under 11 U.S.C. Section 507(a), excluding
U.S. Trustee fees, pursuant to 28 U.S.C. Section 1930(a)(6), and
excluding any Chapter 5 avoidance claims.
The Debtor will pay to CUNJ as adequate protection the sum of
$5,560 on or before the last day of each month during the Interim
Period.
A further hearing on the matter is set for April 4 at 10 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=rJuLq3 from PacerMonitor.com.
About Forgotten Boardwalk Brewing
Forgotten Boardwalk Brewing, LLC is a wholesaler of beer, wine and
distilled alcoholic beverage based in Cherry Hill, N.J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-10327) on January 12,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Jamie Queli, chief executive officer,
signed the petition.
Judge Andrew B. Altenburg, Jr. oversees the case.
Douglas G. Leney, Esq., at Archer & Greiner, P.C. represents the
Debtor as legal counsel.
FORSYTHE COSMETIC: Gerard Luckman Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at
Forchelli Deegan Terrana, LLP as Subchapter V trustee for Forsythe
Cosmetic Group, Ltd.
Mr. Luckman will be paid an hourly fee of $695 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Luckman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gerard R. Luckman, Esq.
Forchelli Deegan Terrana, LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Tel: (516) 812-6291
Email: gluckman@ForchelliLaw.com
About Forsythe Cosmetic Group
Forsythe Cosmetic Group, Ltd. is a manufacturer of nail products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70997) on March 13,
2024, with $207,059 in assets and $3,111,880 in liabilities.
Whitney Matza, secretary and treasurer, signed the petition.
Judge Alan S. Trust presides over the case.
Charles Higgs, Esq., at The Law Office of Charles A. Higgs
represents the Debtor as bankruptcy counsel.
GALLERIA 2425: Wins Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Victoria Division, authorized Christopher R. Murray, the Chapter 11
trustee of Galleria 2425 Owner LLC, to use cash collateral on an
interim basis in accordance with the budget, with a 5% variance.
National Bank of Kuwait, S.A.K.P., New York Branch asserts that the
Debtor was indebted to NBK under a prepetition loan and that the
Debtor's obligations under the Prepetition Loan are evidenced by,
among others, the following loan documents:
i. the Loan Agreement by and among NBK and the Debtor, dated
May 23, 2018;
ii. the Promissory Note executed by the Debtor in favor of NBK,
dated May 23, 2018; and
iii. the Deed of Trust, Assignment of Leases and Rents and
Profits, Security Agreement and Fixture Filing, dated May 23, 2018,
recorded RP2018-235600 in the Real Property Records of Harris
County, Texas covering the Property.
NBK asserts that the Prepetition Loan Documents are secured by
various instruments, assignments, and certificates, including deeds
of trust, which: (a) were filed of record in appropriate
jurisdictions; and (b) granted NBK first-priority, properly
perfected, senior liens and security interests upon and in all of
the Debtor's personal and real property, fixtures, improvements,
and rents and proceeds derived therefrom.
As partial adequate protection for any diminution in value of NBK's
interest in the cash collateral, NBK is granted a replacement lien
in all currently owned or hereafter acquired property of the Estate
excluding avoidance or other causes of action arising under chapter
5 of the Bankruptcy Code, and all proceeds and products of the
foregoing. The Replacement Lien granted will have the same priority
as NBK's prepetition liens but will be subject to the Carve-Out.
As additional partial adequate protection for the Trustee's use of
the cash collateral, to the extent of any Diminution in Value and a
failure of the other adequate protection provided by the Order, NBK
will have an allowed super-priority administrative expense claim
against the Estate as provided in and to the fullest extent
permitted by 11 U.S.C. Sections 503(b) and 507(b) or otherwise.
The NBK Lien, Replacement Lien, Adequate Protection Super-Priority
Claim shall be subject to the following: (a) unpaid fees payable to
the Clerk of the Court or the United States Trustee; (b)
court-approved administrative expense claims of estate
professionals, employed pursuant to an order of this Court, for
incurred by unpaid fees, expenses, and other costs in an amount not
to exceed $150,000 less any amounts paid by the Estate pursuant to
the Budget, provided, however, that the Carve-Out related to fees
and expenses incurred by Estate Professionals relating to any
investigation concerning any claims held or potentially held by the
Estate against NBK will not exceed $50,000 and the Trustee may not
otherwise use any Cash Collateral to investigate or pursue any
claim against NBK; and (c) court-approved compensation to the
Trustee in an amount not to exceed the amounts set forth in 11
U.S.C. Section 326(a) less any amounts paid by the Estate pursuant
to the Budget.
A final hearing on the matter is set for April 5, 2024 at 9 a.m.
A copy of the Court's order is available at
https://urlcurt.com/u?l=5F7Tz7 from PacerMonitor.com.
About Galleria 2425 Owner LLC
Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5,
2023. In the petition signed by Dward Darjean, manager, the Debtor
disclosed up to $50 million in assets and up to $100 million in
liabilities.
Judge Christopher M. Lopez oversees the case.
Melissa S. Hayward, Esq., at Hayward PLLC, represents the Debtor as
legal counsel.
GLOBAL ALARM: Hires Timea E. Antal, CPA Inc. as Accountant
----------------------------------------------------------
Global Alarm Protection seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Timea E.
Antal, CPA, Inc. APC as accountant.
The firm will prepare and provide financial reporting to be made in
connection with the bankruptcy case, including but not limited to
income and expense reports, financial statements, tax returns,
bookkeeping and financial statements, and preparation of 2019 to
2023 taxes.
The firm will be paid as follows:
-- Bookkeeping services: $1,000 to $1,500 per year for years
2019 through 2023;
-- Tax returns: Form 1120 plus CA Form 100 -- $850 to $1,150
for 2022 and 2023; $500 per year for 2019,
2020 and 2021.
Timea E. Antal, CPA a partner at Timea E. Antal, CPA, Inc. APC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Timea E. Antal
Timea E. Antal, CPA, Inc. APC
300 Spectrum Center Drive, Suite 400
Irvine, CA 92618
Tel: (949) 351-2116
Email: timea@timeaantalcpa.com
About Global Alarm Protection
Global Alarm Protection filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-18117) on Dec. 7, 2023, with $1 million to $10 million in both
assets and liabilities. Louis Fizli, chief operating officer,
signed the petition.
Judge Sandra R. Klein oversees the case.
Matthew D. Resnik, Esq., at RHM Law, LLP represents the Debtor as
bankruptcy counsel.
GLOBAL ONE: Hires Riggi Law Firm as Legal Counsel
-------------------------------------------------
Global One Media, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Riggi Law Firm as its
counsel.
The Debtor requires legal counsel to:
a. institute, prosecute or defend any contested matters
arising out of this bankruptcy proceeding in which the Debtor may
be a party;
b. assist in the recovery and obtaining necessary court
approval for recovery and liquidation of estate assets, and assist
in protecting and preserving those assets where necessary;
c. assist in determining the priorities and status of claims
and in filing objections thereto where necessary;
d. assist in the preparation of a Chapter 11 plan;
e. perform all other legal services for the Debtor.
The firm will be paid at these rates:
Partners $500 per hour
Associates $195 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor an initial retainer in the amount
of $15,200.
David Riggi, Esq., a partner at Riggi Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David A. Riggi, Esq.
Riggi Law Firm
5550 Painted Mirage Rd. Suite 320
Las Vegas, NV 89149
Tel: (702) 463-7777
Fax: (888) 306-7157
Email: RiggiLaw@gmail.com
About Global One Media, Inc.
Las Vegas-based Global One Media, Inc. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev.
Case No. 24-10526) on February 2, 2024, with up to $50,000 in
assets and $1 million to $10 million in liabilities. Richard
Hudson, president and chief executive officer, signed the
petition.
David Riggi, Esq., at Riggi Law Firm represents the Debtor as
bankruptcy counsel.
GOTO GROUP: Moody's Affirms Caa1 CFR & Rates New 1st Lien Loans B2
------------------------------------------------------------------
Moody's Ratings affirmed the Caa1 corporate family rating and
Caa1-PD probability of default rating of GoTo Group, Inc. (GoTo or
GoTo Group), a provider of unified communications and
collaboration, remote access and support, and password management
solutions. Moody's assigned B2 ratings to the $250 million senior
secured First Lien First Out revolver expiring April 2028, $1.004
billion senior secured First Lien First Out term loans due April
2028, and $361 million 5.5% senior secured First Lien First Out
Notes due May 2028. Moody's also assigned Caa2 ratings to $959
million senior secured First Lien Second Out term loans due April
2028 and $420 million senior secured First Lien Second Out Notes
due May 2028. Moody's also downgraded the company's existing 5.5%
Senior Secured First Lien Notes due September 2027 to Caa3 from
Caa1 reflecting its subordination to the new debts. The outlook is
stable.
The assignment of new debt ratings follows the company's completion
of a series of exchange offers for its existing Senior Secured
First Lien Term Loans due 2027 and Senior Secured First Lien Notes
due 2027. After completion, the Senior Secured First Lien Term
Loans were fully repaid and $1.9 million Senior Secured First Lien
Notes remain outstanding.
The affirmation of the Caa1 CFR is based on the company's extension
of its debt maturity profile and improved financial profile,
including reduced interest expense and debt to EBITDA (pro-forma
for the exchange offers and adding back restructuring charges and
GoTo rebrand costs) declining a full turn to 7.1x as of LTM
September 30, 2023. The ratings affirmation also reflects Moody's
expectation over the next 12 months that revenue will decline in
the mid-single-digit percentages, debt to EBITDA will remain high,
free cash flow will remain negative, but cash balances and a fully
available revolver are more than sufficient to fund free cash flow
deficits during the period. If GoTo is successful in executing its
operating plan, Moody's expects the company will slightly grow
revenue in 2025 and generate free cash flow.
RATINGS RATIONALE
The Caa1 rating reflects elevated execution risks in accelerating
growth from GoTo Group's fast-growing products in a highly
competitive market and amid heightened macroeconomic uncertainties.
The Caa1 reflects Moody's expectations that, over the next 12
months, GoTo Group's debt to EBITDA will remain elevated in the
low-to-mid 7x range and free cash flow will be negative.
The rating is supported by GoTo Group's good operating scale and
prospective adjusted EBITDA margins. It generates revenues
primarily from subscription services. The company's GoTo Connect
UCaaS and LastPass offerings have strong growth prospects and
address large markets, but they face strong competitors with very
good brand recognition, technology resources and distribution
capabilities.
After completion of the exchange offers, debt capital consists of a
$250 million First Lien First Out revolver expiring April 2028,
$1.004 billion First Lien First Out term loans due April 2028, $361
million 5.5% First Lien First Out Notes due May 2028, $959 million
First Lien Second Out term loans due April 2028, $420 million First
Lien Second Out Notes due May 2028, and $1.9 million 5.5% Senior
Secured First Lien Notes due September 2027. The B2 ratings of the
First Lien First Out debts, two notches above the company's Caa1
CFR, reflect the repayment priority above the First Lien Second Out
debts and the Senior Secured First Lien Notes. The Caa2 ratings of
the First Lien Second Out debts, one notch below the Caa1 CFR,
reflects its effective repayment subordination to the company's
First Lien First Out debts. The Caa3 rating of the Senior Secured
First Lien Notes, two notches below the Caa1 CFR, reflects its
effective repayment subordination to the company's First Lien First
Out and First Lien Second Out debts.
Moody's expect GoTo Group to maintain adequate liquidity, despite
Moody's expectation of negative free cash flow over the next twelve
months. The company had a cash balance of approximately $132
million as of December 31, 2023 and, upon completion of the
exchange offers, a fully available $250 million revolving credit
facility expiring April 2028 except for outstanding letters of
credit. The company benefits from a long-dated debt maturity
profile, with the term loans and senior secured notes maturing in
2028. Revolver borrowings are subject to a net First Lien First Out
leverage ratio test that cannot exceed 7.9x if utilization exceeds
35% ($87.5 million), and Moody's expects GoTo Group to maintain
compliance over the next 12 months if it were to be tested.
The stable outlook reflects that, over the next 12 months, Moody's
expects GoTo will maintain at least an adequate liquidity profile,
and also includes Moody's expectations that revenue will decline in
the mid-single-digit percentages, free cash flow will remain
negative, and debt to EBITDA will remain above 7x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade GoTo Group's ratings if the company generates
sustained growth in revenues and EBITDA showing a path to Moody's
adjusted leverage trending towards 6x. An upgrade would also
require the company to generate sustained positive free cash flow
and maintain at least adequate liquidity.
Moody's could downgrade the ratings if liquidity becomes weak or if
revenue and EBITDA declines are greater than anticipated. Any
concerns over the long term viability of the capital structure,
including but not limited to additional transactions that could
result in, in Moody's interpretation, further distressed exchanges,
could lead to a downgrade of the ratings.
GoTo Group (f/k/a LogMeIn, Inc.) is a provider of unified
communications and collaboration, remote access and support, and
password management solutions. It was acquired by affiliates of
Francisco Partners and Evergreen Coast Capital Corp in August
2020.
The principal methodology used in these ratings was Software
published in June 2022.
GULLY BOYZ: Timothy Stone of Newpoint Named Subchapter V Trustee
----------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Timothy Stone of
Newpoint Advisors Corporation as Subchapter V trustee for Gully
Boyz East Nashville, LLC.
Mr. Stone 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. Stone declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Timothy Stone
Newpoint Advisors Corporation
750 Old Hickory Blvd, Building Two, Suite 150
Brentwood, TN 37027
Phone: 800-306-1250/615-440-8273
Fax: (702) 543-3881
Email: tstone@newpointadvisors.us
About Gully Boyz East Nashville
Gully Boyz East Nashville, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
24-00844) on March 13, 2024, with $50,001 to $100,000 in assets and
$500,001 to $1 million in liabilities.
Judge Charles M. Walker presides over the case.
Jay Lefkovitz, Esq., represents the Debtor as legal counsel.
HAMMER FIBER: Updates Strategic Restructuring and Future Plans
--------------------------------------------------------------
In an open letter to current and prospective shareholders, Michael
Cothill, Executive Chairman and Principal Executive Officer of
Hammer Fiber, stated, "In light of the fluctuations observed in
HMMR stock trading in recent years, the leadership at Hammer Group
is committed to enhancing faith and trust among our valued
shareholders. To achieve this, we are embarking on a comprehensive
restructuring initiative designed to establish resilient and
profitable business centers. Our primary focus is on leveraging
newly acquired financial and managerial resources to fortify areas
of vulnerability and enhance overall performance."
"Over the past two years, we have evolved from a pure
telecommunications company into a diversified holding entity. Our
financial technology ("FinTech") initiative, previously minimally
disclosed, has transformed into a fully functional technology
platform, featuring a world-class digital wallet and neo-banking
ecosystem. This strategic positioning empowers us to revolutionize
digital banking for the unbanked population globally, with
significantly improved integrated technology assets ready for
deployment across multiple countries. To effectively deliver on
these initiatives, management deems it necessary to develop and
implement effective systems and procedures, ensuring transparent
communication regarding the positive changes and restructuring
strategies anticipated over the next twelve months. Key initiatives
include the implementation of advanced financial reporting systems,
improved media communications, and the deployment of both organic
and acquisition strategies, coupled with the exploration of
transitioning developmental initiatives to senior exchanges. These
efforts are aimed at generating increased liquidity for
stockholders and demonstrating the true value of the enhanced asset
restructuring within Hammer Group."
"To facilitate the realization of our goals, we have enlisted the
expertise of Cetus Capital LLC and the CFO Squad. Cetus Capital
will provide advisory support for planned acquisitions, capital
raising and the expansion of technological innovations into new
markets whilst the CFO Squad will streamline our financial filings
by strengthening our accounting processes to increase efficiency
going forward. In order to secure financial resources for our
technology initiatives, the board of directors has approved a
strategy to divest currently owned telecommunication assets. This
transaction will enable the company to repurchase its own shares,
while raising additional funds for technology initiatives with the
aim of minimizing dilution for common shareholders. With the
commencement of HammerPay revenues, including plans to transition
our FinTech initiatives to a larger, more liquid senior exchange,
we anticipate an improved market value and increased capital
availability."
"We would like to extend our sincere appreciation for the patience
and understanding of our shareholders during these challenging
times and encourage you to stay informed through our enhanced
company website media section as we navigate through this corporate
enhancement process. The board of directors of HMMR remain
dedicated to transparent and improved communication for all
shareholders."
About Hammer Fiber Optics
Sarasota, FL-based Hammer Fiber Optics Holding Corp is focused on
sustainable shareholder value investing in both financial services
technology and wireless telecommunications infrastructure. The
company Hammer Fiber Optics Holdings Corp. is now an alternative
telecommunications carrier that is poised to position itself as a
premier provider of diversified dark fiber networking solutions as
well as high capacity broadband wireless access networks in the
United States and abroad.
Spokane, Washington -based Fruci & Associates II, PLLC, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated February 14, 2024, citing that
the Company has consistently sustained losses since inception. This
factor, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
HELIX ENERGY: Completes Notes Redemption, Conversion Settlements
----------------------------------------------------------------
Helix Energy Solutions Group, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that as of March 22,
2024, the Company had completed conversion settlements for the
remaining 2026 Notes, for an aggregate cash amount of approximately
$60.2 million. Following the redemption and settlement of the
conversions, there were no 2026 Notes outstanding under the
Indenture, and the Indenture was satisfied and discharged in
accordance with its terms.
On Jan. 16, 2024, Helix Energy issued a notice of redemption with
respect to its 6.75% Convertible Senior Notes due 2026 to redeem
the remaining 2026 Notes on March 20, 2024 at a redemption price of
$1,127.781146 for each $1,000 principal amount of 2026 Notes to be
redeemed. In connection therewith, the Company also announced that
holders of the 2026 Notes would have the right to convert their
2026 Notes for cash consideration, subject to certain terms and
conditions specified in the 2026 Notes and the First Supplemental
Indenture, dated as of Aug. 14, 2020, to that certain Indenture,
dated as of Aug. 14, 2020, in each case, between the Company and
The Bank of New York Mellon Trust Company, N.A., as trustee, no
later than 5:00 p.m., New York City time, on the second business
day immediately prior to the Redemption Date.
Prior to the Conversion Deadline, holders of approximately $39.9
million aggregate principal amount of the 2026 Notes submitted
notices for conversion of their 2026 Notes. As a result, on the
Redemption Date the Company redeemed approximately $0.3 million
aggregate principal amount of the 2026 Notes.
Capped Call Unwind Transactions
In conjunction with the redemption and conversion settlements of
the 2026 Notes, the Company terminated all remaining capped call
transactions entered into in connection with the issuance of the
2026 Notes.
About Helix Energy
Helix Energy Solutions Group, Inc. is an international offshore
energy services company that provides specialty services to the
offshore energy industry, with a focus on well intervention,
robotics and full-field decommissioning operations. The Company's
services are key in supporting a global energy transition by
maximizing production of existing oil and gas reserves,
decommissioning end-of-life oil and gas fields and supporting
renewable energy developments.
Helix Energy incurred a net loss of $10.84 million in 2023, a net
loss of $87.78 million in 2022, and a net loss of $61.68 million in
2021.
HERITAGE SENIOR: Hires Steidl and Steinberg as Legal Counsel
------------------------------------------------------------
Heritage Senior Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Steidl and Steinberg, P.C. as counsel to handle its Chapter 11
case.
The firm will be paid at the rate of $350 per hour, and will be
reimbursed for work-related expenses incurred.
The Debtor paid the firm a retainer of $6,000, plus the filing fee
of $1,738.
Christopher M. Frye, Esq., a partner at Steidl and Steinberg, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Christopher M. Frye, Esq.
Steidl and Steinberg, P.C.
2830 Gulf Tower
707 Grant Street
Pittsburgh, PA 15219
Tel: (412) 391-8000
Email: chris.frye@steidl-steinberg.com
About Heritage Senior Holdings LLC
Heritage Senior is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
Heritage Senior Holdings LLC in Pittsburgh, PA, filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Pa. Case No.
24-20544) on March 5, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Kimberly SanGregorio as
president, signed the petition.
STEIDL & STEINBERG, P.C. serve as the Debtor's legal counsel.
HMS REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HMS Real Estate Holding Company LLC
1365 Eglewood Dr.
Slidell, LA 70458
Business Description: The Debtor owns three properties located
in Houston, Texas and Christa Drive,
Slidell, LA having a total current value of
$2.97 million.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 24-10565
Debtor's Counsel: Edwin M. Shorty Jr., Esq.
EDWIN M. SHORTLY, JR. & ASSOCIATES
650 Poydras Ave., Ste 2515
New Orleans, LA 70130
Tel: 504-207-1370
Fax: 504-207-0850
Email: EShorty@eshortylawoffice.com
Total Assets: $2,970,161
Total Liabilities: $1,702,184
The petition was signed by Mayor Okoloise as sole member.
The Debtor indicated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/44PXVYI/HMS_Real_Estate_Holding_Company__laebke-24-10565__0001.0.pdf?mcid=tGE4TAMA
HORNBLOWER HOLDINGS: Hires Paul Weiss Rifkind as Co-Counsel
-----------------------------------------------------------
Hornblower Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Paul, Weiss, Rifkind, Wharton & Garrison LLP as their attorneys.
The firm's services include:
a. providing legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their business and management of their properties;
b. attending meetings and negotiating with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of these chapter 11 cases, including the legal and
administrative requirements of operating in chapter 11;
c. taking necessary action to protect and preserve the
Debtors' estates;
d. preparing and prosecuting on behalf of the Debtors all
motions, applications, answers, orders, reports, and papers
necessary to the administration of the estates;
e. advising and assisting the Debtors with financing and
transactional matters as such may arise during the chapter 11
case;
f. appearing in Court and protecting the interests of the
Debtors before the Court; and
g. performing all other legal services for the Debtors that
may be necessary and proper in these chapter 11 cases.
The firm will be paid at these rates:
Partners $1,995 to $2,395
Counsel $1,815
Staff Attorneys and Associates $645 to $1,560
Paraprofessionals $160 to $515
The firm received an advanced payment retainer from the Debtors in
the amount of $500,000.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: The Initial Engagement Letter provided for a flat fee
for three weeks of Paul, Weiss services. The Initial Engagement
Letter was replaced in its Entirety with the Engagement Letter,
which does not contain any variations from the firm's standard
billing arrangements.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Paul, Weiss adjusts its billing rates on an annual
basis effective October 1st of each year. Since Paul, Weiss’s
Restructuring Engagement began in October, 2023, Paul Weiss’s
rates for timekeepers for its prepetition engagement on this matter
for the period of October 13, 2023 to the Petition Date were $1,995
to $2,395 for partners, $1,815 for counsel, $895 to $1,560 for
associates, and $160 to $515 for paraprofessionals.
Prior to the Restructuring Engagement and in connection with the
Financing and Corporate Engagement, Paul, Weiss provided a 10-15
percent fee accommodation for certain routine, transactional,
corporate, and financing matters. Paul, Weiss’s standard hourly
rates have applied for all services in connection with the
Restructuring Engagement.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Pursuant to the Interim DIP Order, professionals
proposed to be retained by the Debtors provided weekly estimates of
fees and expenses to be incurred in these chapter 11 cases.
Jacob Adlerstein, Esq., a partner at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Jacob A. Adlerstein, Esq.
Paul, Weiss, Rifkind,
WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Email: jadlerstein@paulweiss.com
About Hornblower Holdings
Hornblower Holdings, LLC and its affiliates filed Chapter 11
petitions (Bankr. S.D. Texas Lead Case No. 24-90061) on Feb. 21,
2024. At the time of the filing, Hornblower reported $500 million
to $1 billion in assets and $1 billion to $10 billion in
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind,
Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner
Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
restructuring advisor. Omni Agent Solutions, Inc. is the Debtor's
notice and claims agent and administrative advisor.
HORNBLOWER HOLDINGS: Seeks to Hire Porter Hedges LLP as Co-Counsel
------------------------------------------------------------------
Hornblower Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Porter Hedges LLP as its co-counsel.
The firm will render these services:
a. provide legal advice and services regarding local rules,
practices, and procedures;
b. provide certain services in connection with administration
of these Chapter 11 Cases, including, without limitation, preparing
agendas, hearing notices and hearing binders of documents and
pleadings;
c. review and comment on proposed drafts of pleadings to be
filed with the Court as bankruptcy co-counsel to the Debtors;
d. provide legal advice with respect to the Debtors' rights
and duties as debtors in possession and continued business
operations;
e. assist, advise and represent the Debtors in analyzing the
Debtors' capital structure, investigating the extent and validity
of liens, cash collateral stipulations or contested matters;
f. assist, advise and represent the Debtors in any cash
collateral and/or postpetition financing transactions;
g. assist, advise and represent the Debtors in the preparation
of sale and bid procedures to auction the Debtors' assets;
h. assist, advise and represent the Debtors in any manner
relevant to preserving and protecting the Debtors' estates;
i. prepare on behalf of the Debtors all necessary
applications, motions, answers, orders, reports, and other legal
papers;
j. appear in Court and to protect the Debtors' interests
before the Court;
k. at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy
co-counsel;
l. assist the Debtors, acting at the direction of the special
committee of the board of directors of Hornblower Holdings LLC,
with their investigation of potential claims and causes of action
held by the Debtors against related, non-Debtor parties; and
m. provide other legal advice and services, as requested by
the Debtors, from time to time.
The firm will be paid at these rates:
Partners $520 to $1,100 per hour
Counsels $400 to $1,100 per hour
Associates $420 to $805 per hour
Paraprofessionals $310 to $470 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
Porter Hedges received a retainer in the amount of $308,420.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Fee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Except as otherwise set forth in the Engagement
Letter, the firm has not agreed to any variations from, or
alternatives to, its standard billing arrangements for this
engagement.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Response: PH was retained in November 2023. PH’s rates for
timekeepers for its prepetition engagement on this matter were, for
the period of Nov 6, 2023 to Dec 31, 2023, $500 to $1,000 for
partners, $475 to $900 for counsel, $395 to $775 for associates and
staff attorneys, and $300 to $445 for paraprofessionals. As part of
PH’s normal course annual revisions, the current 2024 standard
hourly rates applicable to this engagement range from $520 to
$1,100 for partners, $400 to $1,100 for counsel, $420 to $805 for
associates and staff attorneys, and $310 to $470 for
paraprofessionals.
John Higgins, Esq., a partner at Porter Hedges, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John F. Higgins , Esq.
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6648
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
About Hornblower Holdings
Hornblower Holdings, LLC and its affiliates filed Chapter 11
petitions (Bankr. S.D. Texas Lead Case No. 24-90061) on Feb. 21,
2024. At the time of the filing, Hornblower reported $500 million
to $1 billion in assets and $1 billion to $10 billion in
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind,
Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner
Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
restructuring advisor. Omni Agent Solutions, Inc. is the Debtor's
notice and claims agent and administrative advisor.
HORNBLOWER HOLDINGS: Taps Mr. Hickman of Alvarez & Marsal as CRO
----------------------------------------------------------------
Hornblower Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Alvarez & Marsal North America, LLC and designate Jonathan Hickman,
a managing director of Alvarez & Marsal, as chief restructuring
officer.
The firm's services include:
a. assisting the Debtors' senior management to perform a
financial review of the Debtor, including reviewing and assessing
financial information -- such as short- and long-term projected
cash flows and operating performance -- that has been, and will be,
provided to the Debtor's creditors;
b. developing and ensuring compliance with the budget(s) set
forth under the Debtor's debt documents;
c. communicating on behalf of the Debtor all material
information about the Debtor's assets, liabilities, compliance with
obligations under applicable debt documents, and operational and
financial performance to the Debtor's creditors, with the CRO
serving as principal contact;
d. coordinating with the Debtors' other advisors to develop
possible restructuring plans or
strategic alternatives for maximizing the enterprise value of the
Debtor's various business lines;
e. assisting with the identification and implementation of
both liquidity and cash flow improvement opportunities and cost
reduction and operational improvement opportunities;
f. reviewing the Debtor's cash flow forecasts and debtor in
possession cash flow model, as well as advising with respect to
negotiations regarding the use of cash collateral and debtor in
possession financing, and any ongoing reporting obligations related
thereto, in cooperation with the Debtors' management and other
advisors;
g. working, in cooperation with the Debtors' other advisors,
to manage the administration of these chapter 11 cases, such as
preparing statements of financial affairs, schedules of assets and
liabilities, etc.;
h. providing testimony, if necessary, in support of relief
requested by the Debtors' throughout these chapter 11 cases; and
i. preforming such other services as requested or directed by
the Board or other personnel as authorized by the Board, and agreed
to by A&M that is not duplicative of work others are performing for
the Debtors.
The firm will be paid at these rates:
Managing Director $1,075 to 1,525 per hour
Director $825 to 1,075 per hour
Associates $625 to 825 per hour
Analysts/Associates $425 to 625 per hour
The Debtors will pay a flat monthly fee of $250,000 for the
services of the CRO and the services
provided by Mr. Dombrowski.
is entitled to a completion fee in the amount of $2,700,000,
payable upon the earlier of (a) the closing of a reorganization of
a material portion of the Debtor's obligations, (b) the closing of
a sale, transfer, or other disposition of all or a substantial
portion of the assets or equity of the Debtor in one or more
transactions, or (c) the confirmation of a chapter 11 plan of
reorganization.
Mr. Hickman 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:
Jonathan Hickman
Alvarez & Marsal North America, LLC
112 South Tryon Street,Suite 540
Charlotte, NC 28284
Phone: +1 704 778 4702
Email: jhickman@alvarezandmarsal.com
About Hornblower Holdings
Hornblower Holdings, LLC and its affiliates filed Chapter 11
petitions (Bankr. S.D. Texas Lead Case No. 24-90061) on Feb. 21,
2024. At the time of the filing, Hornblower reported $500 million
to $1 billion in assets and $1 billion to $10 billion in
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Porter Hedges, LLP and Paul, Weiss, Rifkind,
Wharton & Garrison, LLP as bankruptcy counsels; Borden Ladner
Gervais, LLP as Canadian counsel; Guggenheim Securities, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
restructuring advisor. Omni Agent Solutions, Inc. is the Debtor's
notice and claims agent and administrative advisor.
ILPEA PARENT: Moody's Raises CFR to B1, Outlook Remains Stable
--------------------------------------------------------------
Moody's Ratings upgraded ILPEA Parent, Inc.'s (ILPEA) long term
corporate family rating to B1 from B2 and probability of default
rating to B1-PD from B2-PD. The outlook remains stable.
RATINGS RATIONALE
The rating action reflects:
-- ILPEA's improved operating performance, including its ability
to renew framework agreements with its main customers and increase
its share of wallet, as well as to win new business. These factors
supported the company's earnings growth over the past three years,
leading to an improvement in ILPEA's EBITDA (Moody's adjusted) to
EUR79 million in fiscal 2023 from EUR61 million in fiscal 2021. The
company has also demonstrated an ability to sustain solid margins
(Moody's adjusted EBITA margin of 11% on average over the past 3
years) despite inflationary cost pressures and challenging
macroeconomic environment.
-- ILPEA's reduced leverage, with Moody's adjusted gross leverage
of around 4.1x in the 12 months ended January 2024, down from 4.7x
in fiscal 2022 ended October 2022 and 5.2x in fiscal 2021,
supported by the earnings growth and the voluntary prepayments of
debt. Moody's expects that credit metrics will remain in line with
the B1 rating over the next 12-18 months including gross
debt/EBITDA around 4.0x and positive Moody's adjusted Free Cash
Flow (after dividends) in the next 12-18 months.
ILPEA's leading position in the niche market of gaskets for the
refrigeration industry and long-term customer relationships; the
high barriers to entry, primarily because of its extensive network
of production facilities situated close to major customers and
fully integrated value chain; its good revenue visibility into its
appliances segment, driven by a high share of sales from
replacement demand for consumer appliances and medium-term customer
agreements; and a long-dated maturity profile (term loan maturing
in 2028 and recently extended and upsized Revolving Credit Facility
(RCF) due December 2027) support its B1 CFR.
ILPEA's modest scale and product diversification; its high customer
concentration somewhat mitigated by long-standing customer
relationships; Moody's expectation of low positive FCF in low
single digits in terms of FCF/Debt, constrained by moderate
dividend payouts (up to EUR10 million); interest coverage of around
2.0x Moody's adjusted EBITA / Interest in the next 12-18 months,
hurt by high interest rates in absence of interest hedging; and its
exposure to cyclicality of the end markets, including appliances
(59% of revenue), automotive (34%) and building (7%); all constrain
its B1 rating.
Governance considerations relevant to ILPEA's rating include its
100% ownership by the existing management, which could suggest a
less aggressive financial policy than a typical private equity
owned businesses. This is demonstrated by the leverage reduction
since the last 3 years, including voluntary debt repayments, and
absence of material debt-funded dividends or debt-funded
acquisitions. Moody's does not expect management to pursue material
debt funded acquisitions or dividend recapitalizations. The senior
facilities agreement permits a maximum EUR10 million dividend
payout per annum if company-adjusted net leverage is below 2.75x,
which compares to 2.73x as of LTM Jan 24.
LIQUIDITY
ILPEA's liquidity is adequate. The cash balance of around EUR33
million as of January 2024 and undrawn EUR50 million out of total
EUR85 million RCF maturing in December 2027, support liquidity.
These sources, together with internally generated cash flows are
sufficient to cover interest payments, capital spending, lease
payments, working capital consumption and intra-year working
capital swings.
The SFA contains two maintenance covenants, net leverage and
interest coverage, which are tested quarterly. Moody's expect
compliance with covenants with sufficient headroom in next 12-18
months.
ILPEA's liquidity benefits from long-dated maturity profile, with
RCF and term loan maturing in 2027 and 2028, respectively.
OUTLOOK
The stable rating outlook reflects Moody's expectation that ILPEA's
credit metrics will be in line with the expectations for its B1
rating over the next 12-18 months including debt/EBITDA around 4.0x
and positive Moody's adjusted Free Cash Flow (after dividends) in
the next 12-18 months. Moody's forecasts assume stable development
of profitability in the next 12-18 months, despite still
challenging macroeconomic environment, supported by its framework
agreements and recently won new business. Finally, the outlook
assumes that the company will not undertake debt-financed
shareholder distributions or acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if strong earnings growth, along with
increased scale and diversification across products and
geographies, results in sustained improvement in credit metrics. A
higher rating would also require a commitment to maintain the
metrics in line with improved levels, including:
-- Moody's-adjusted debt/EBITDA sustainably below 3.0x, and
-- Moody's-adjusted EBITA / Interest above 3.5x,
-- Moody's-adjusted FCF/debt in the high-single-digit percentages
and good liquidity.
The ratings could be downgraded with expectations for:
-- Moody's adjusted Debt/EBITDA materially above 4.5x, or
-- Moody's adjusted EBITA/Interest remains sustainably below 2.5x,
or
-- FCF turns negative, leading to a deterioration in its
liquidity
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing
published in September 2021.
COMPANY PROFILE
ILPEA Parent, Inc. (ILPEA), based in Delaware, US, is the parent
company of the ILPEA group, a vertically integrated manufacturer of
magnetic gaskets and extruded rubber, plastic and other products
for the consumer appliance, automotive and building industries.
ILPEA group has a network of 34 plants located across 16 countries,
with around 4,000 employees worldwide and primary operations in the
US and Europe. In the fiscal year that ended October 31, 2023
(fiscal 2023), ILPEA generated revenue of EUR484 million and
company-adjusted EBITDA of EUR76 million. The company is 100% owned
by management (around 50 people, including the CEO and all of the
company's key managers).
INCLAN PAINTING: Wins Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami-Dade Division, authorized Inclan Painting and Waterproofing
Corporation to use cash collateral on an interim basis, in
accordance with the budget.
The Debtor is permitted to use cash collateral to operate its
business and to pay adequate protection payments to creditor TVT
2.0 LLC.
The Debtor is directed to tender monthly payments to creditor TVT
2.0 LLC in the amount of $330.
The court said the Automatic Stay pursuant to 11 U.S.C. Section
362(a) applies to all creditors of the Debtor and all other parties
to the case.
As previously reported by the Troubled Company Reporter, because of
issues in obtaining subcontracts and issues concerning receipt of
payments for work performed the debtor fell behind in payments to
its suppliers. The Debtor thought that by obtaining a short term it
loan could continue in business. would collect fees for its
services that had been delayed while at the same time obtaining new
contracts.
The Debtor was unable to comply with the terms of short-term loan
from creditor TVT 2.0 LLC., who obtained a judgment in the State of
Utah, garnished bank accounts and provided notice of its Judgment
to the Debtor's customers that upon receipt of the notice ceased
paying the debtor.
A copy of the court's order available at
https://urlcurt.com/u?l=p7PlEK from PacerMonitor.com.
About Inclan Painting and Waterproofing
Inclan Painting and Waterproofing Corp. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 24-10488) on January 19, 2024, with up to $50,000 in
assets and $1 million to $10 million in liabilities. Luis Inclan,
president, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Richard Siegmeister, Esq., at Richard Siegmeister, PA represents
the Debtor as legal counsel.
INFINITY COMMERCIAL: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Infinity Commercial Insurance Incorporated to use cash collateral,
on a final basis, in accordance with the budget, with a 12.5%
variance, through May 16, 2024.
As security for repayment of indebtedness owed by the Debtor to
Bankwell Bank, Bankwell holds a first priority lien and security
interest upon and in all assets of the Debtor, including proceeds.
Southwest Insurance Agents Alliance holds a second position lien on
specified collateral to cover contingent claims, but there was no
amount owing SIAA as of the petition date. Idea 247, Inc. asserts a
third position lien against specified collateral. Given the size of
the Bankwell Lien and the value of the Collateral, the Debtor
believes that SIAA and Idea are wholly unsecured.
As of February 13, 2024, Bankwell holds a valid and perfected,
first priority liens and security interests upon and in the
Collateral, and the Debtor is obligated to repay the loan to
Bankwell pursuant to Bankwell's loan and security documents. The
Debtor and Bankwell have not agreed upon the value of the
Collateral as of the Petition Date.
As of the Petition Date, the Debtor owed Bankwell the principal
amount of $2.1 million plus accrued interest in the amount of
$192,264, late fees in the amount of SI 3,055.87, and legal fees in
the amount of S25,150 for a total Petition Date indebtedness of
$2.3 million.
The Debtor's right to use the cash collateral will terminate
immediately upon the earlier of (i) the expiration of the Term;
(ii) the date any material provision of this Order shall for any
reason cease to be valid and binding or the Debtor shall so assert
in any pleading filed with the Court; (iii) the date this chapter
11 case is converted to a chapter 7 case, or the Debtor is
displaced of debtor in possession status pursuant to 11 U.S.C.
section 1185; (iv) the date of the commencement of any action by
the Debtor against Bankwell with respect to the obligations due and
owing to Bankwell or the Bankwell Lien in contradiction of the
stipulation by the Debtor; or (v) the Court's determination that a
material event of default has occurred under the Order, which is
limited to the Debtor's failure to perform, in any respect, any of
its obligations under the Order or exceed the Permitted Variance
for two consecutive weeks.
As adequate protection, Bankwell is granted valid and perfected
replacement liens on and security interests in all existing and
hereinafter acquired property and assets of the Debtor of the same
kind and character, to the extent and in the same validity,
priority, and enforceability that Bankwell held liens on and
security interests in such kind and character of property and
assets of the Debtor as provided in Bankwell's loan and security
documents as of the commencement of the Case, including without
limitation the cash collateral.
Bankwell will receive adequate protection payments in the amount of
$4,574 a week as reflected in the Budget. The parties agree that
the adequate protection payments will be applied to Bankwell's
allowed secured claim.
As additional adequate protection, Bankwell is granted a
first-priority superpriority administrative expense claim under 11
U.S.C. section 507(b).
A copy of the order is available at https://urlcurt.com/u?l=EfhSEY
from PacerMonitor.com.
About Infinity Commercial Insurance Incorporated
Infinity Commercial Insurance Incorporated primarily operates in
the Insurance industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01044) on February 13,
2024. In the petition signed by Jessica R. Loomis,
president/founder, the Debtor disclosed up to $100,000 in assets
and up to $10 million in liabilities.
Judge Scott H. Gan oversees the case.
Christopher C. Simpson, Esq., at Osborn Maledon, P.A., represents
the Debtor as legal counsel.
JAMES R. SMITH: Francis Brennan Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Francis Brennan, Esq., at
Nolan Heller Kauffman, LLP, as Subchapter V trustee for James R.
Smith 52, Inc.
Mr. Brennan will be paid an hourly fee of $445 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brennan declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Francis Brennan, Esq.
Nolan Heller Kauffman, LLP
80 State Street, 11th Floor
Albany, NY 12207
Phone: 518-432-3159
Email: fbrennan@nhkllp.com
About James R. Smith 52
James R. Smith 52, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
24-30176) on March 13, 2024, with $100,001 to $500,000 in both
assets and liabilities.
Judge Wendy A. Kinsella oversees the case.
Peter Alan Orville, Esq., at Orville & Mcdonald Law, PC represents
the Debtor as bankruptcy counsel.
JERSEY WHOLESALE: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Jersey Wholesale Tire Corporation to use cash collateral, on an
interim basis, in accordance with the budget, with a 10% variance,
through April 18, 2024.
The Debtor requires the use of cash collateral to fund, among other
things, its cash requirements for maintenance and preservation of
its assets; the continued operation of its business, including but
not limited to payroll, payroll taxes, employee expenses, and
insurance costs; the completion of work-in-process; and the
purchase of replacement inventory.
Goodyear Tire & Rubber Company, Nexen and the Small Business
Administration have asserted secured claims against the Debtor as
of the Petition Date. Goodyear holds a properly perfected
first-priority lien and security interest against only those goods
sold from Cooper Tire & Rubber Company and Goodyear Cooper brand
tires (Cooper, Roadmaster and Starfire) sold directly from Goodyear
to the Debtor and the proceeds from the sale of said tires,
including outstanding accounts receivables and cash proceeds. The
SBA asserts a second position lien approximately in the amount of
$147,000 against all of the Debtor's assets. On February 13, 2024,
the SBA filed a Proof of Claim in the amount of $146,413. The
Debtor has identified Nexen having a third position lien in the
approximate amount of $580,000 against all of the Debtor's assets.
The Debtor will make the following provisions of adequate
protection to the Secured Creditors:
(a) Goodyear: (i) The Debtor will not sell any Goodyear Collateral
absent further order of the court or Goodyear's consent. Within
seven calendar days of entry of the order, the Debtor will
segregate the Goodyear Collateral from other inventory and provide
Goodyear access to inspect same. In the event that any such tires
are sold in accordance with the restrictions, the Debtor will
deposit all proceeds of such sales and all other cash collateral of
Goodyear Collateral into a separate DIP account; (ii) the Debtor
will provide Goodyear with an accounting for Goodyear to assess the
amount and value of the postpetition sale of any Goodyear
Collateral within seven days of the date of the Order, and on or
before the 5th day of each calendar month, commencing on March 5,
2024, the Debtor will turnover an amount equal to the cost of the
Goodyear Collateral reflecting the amount of Goodyear Collateral
sold during the immediately preceding calendar month. The Debtor's
Turnover Payment due on April 5, 2024 will include all proceeds of
the Goodyear Collateral received from the Petition Date from
February 29, 2024 through March 31, 2024;
(b) SBA: The Debtor will make monthly payments in the amount of
$731 to the SBA on the 5th day of each calendar month, with the
next payment due April 5th, 2024. The Debtor's failure to make any
payment set forth in this Paragraph in accordance with the terms
and conditions will constitute a breach of its obligations under
the Second Interim Order. Goodyear and the SBA will have the right
to seek an expedited hearing regarding further relief from the
Court in respect of such breach.
(c) Secured Creditors: As additional adequate protection for the
use of their respective cash collateral, each Secured Creditor is
granted valid, binding, continuing, enforceable, unavoidable and
fully perfected post-petition liens on all of the Debtor's rights
in tangible and intangible assets.
A final hearing on the matter is set for April 11, 2024 at 4 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=DuK0oN from PacerMonitor.com.
The Debtor projects total cash disbursements, on a weekly basis, as
follows:
$171,068 for the week of April 1;
$183,746 for the week of April 8; and
$181,795 for the week of April 15.
About Jersey Wholesale Tire
Jersey Wholesale Tire Corporation is a merchant wholesaler of motor
vehicle and motor vehicle parts and supplies. It is based in
Parlin, N.J. Jersey Wholesale Tire sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-10343) on
January 12, 2024, with $1 million to $10 million in both assets and
liabilities. Michael Tortajada, chief executive officer, signed the
petition.
Judge Michael B. Kaplan oversees the case.
Donald F. Campbell, Jr., Esq., at Giordano, Halleran & Ciesla, P.C.
represents the Debtor as legal counsel.
JOANN INC: Unsecureds Will Get 100% of Claims in Prepackaged Plan
-----------------------------------------------------------------
JOANN Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a Disclosure Statement for
Prepackaged Joint Plan of Reorganization dated March 18, 2024.
The Debtors are all subsidiaries of lead Debtor JOANN Inc., a
publicly traded corporation incorporated in the state of Delaware.
The Company has three product segments: (a) Sewing; (b) Arts and
Crafts and Home Décor; and (c) Other. During the fiscal year
ending in January 2023, Sewing accounted for 46% of total net
sales, with the remainder falling in the Arts and Crafts and Home
Décor and Other categories.
The Debtors are commencing this solicitation to implement a
prepackaged, comprehensive consensual restructuring (the
"Restructuring") that will substantially reduce their funded debt
liabilities from approximately $1.06 billion to approximately
$555.5 million (by equitizing approximately $658.1 million of
prepetition term loan obligations) upon emergence, while otherwise
providing for claims and contracts to pass through the Chapter 11
Cases unaffected. The Restructuring is supported by the
overwhelming majority of the Debtors' capital structure.
Specifically, the transaction support agreement dated as of March
15, 2024 (the "Transaction Support Agreement") and the DIP Facility
(which comprises (a) between approximately $107 million and $117
million in "new money" loans (inclusive of an accordion facility of
up to $10 million) and (b) $25 million of outstanding trade
payables converted into DIP Term Loans, all of which will
ultimately convert to committed exit financing on the Effective
Date) have the support of holders of over 80% of the outstanding
principal amount of Term Loan Claims (the "Consenting Term
Lenders") and over 66% of holders of Existing Equity Interests (the
"Consenting Stockholder Parties," and together with the Consenting
Term Lenders, the "Consenting Stakeholders"), as well as certain
third-party financing parties that have executed joinders to the
Transaction Support Agreement.
Such Consenting Stakeholders have already agreed to vote in favor
of or otherwise support confirmation of the Plan through execution
of the Transaction Support Agreement. Further, the holders of the
outstanding principal amount of asset-backed loans under the
Debtors' ABL Facility (the "ABL Lenders") and the holders of the
outstanding principal amount of "first in last out" loans under the
Debtors' FILO Facility (the "FILO Lenders") are not parties to the
Transaction Support Agreement; however, all of the ABL Lenders and
the FILO Lenders are parties to the ABL/FILO Exit Commitment
Letters, pursuant to which, inter alia, the ABL Lenders and the
FILO Lenders have agreed to provide the Exit ABL Loans and the Exit
FILO Loans (respectively) as contemplated in the Plan, and have
agreed to vote in favor of an Acceptable ABL/FILO Plan (as defined
in the ABL/FILO Exit Commitment Letters), which includes the Plan.
Deleveraging through the Restructuring will enhance the Debtors'
long-term growth prospects and competitive position and will
provide the Debtors with the flexibility to invest in and grow
their businesses while saving over 18,000 jobs.
During the Chapter 11 Cases, the Debtors intend to operate their
businesses in the ordinary course and will seek authorization from
the Bankruptcy Court to make payment in full on a timely basis to
trade creditors, customers, and employees of undisputed amounts due
before and during the Chapter 11 Cases.
Class 5 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim against a Debtor shall receive
payment in full in Cash in accordance with applicable law and the
terms and conditions of the particular transaction giving rise to,
or the agreement that governs, such Allowed General Unsecured Claim
on the later of (i) the date due in the ordinary course of business
or (ii) the Effective Date; provided, however, that no Holder of an
Allowed General Unsecured Claim shall receive any distribution for
any Claim that has previously been satisfied pursuant to a Final
Order of the Bankruptcy Court. The allowed unsecured claims total
$1,093,500,000. This Class will receive a distribution of 100% of
their allowed claims. This Class is unimpaired.
Holders of Existing Equity Interests are not entitled to receive a
recovery or distribution on account of such Existing Equity
Interests. On the Effective Date, Existing Equity Interests shall
be canceled, released, discharged, and extinguished, and shall be
of no further force or effect.
Article IV.B ("Restructuring Transactions") provides that, without
limiting any rights and remedies of the Debtors or Reorganized
Debtors under the Plan or applicable law, but in all cases subject
to the terms and conditions of the Transaction Support Agreement,
the Transaction Term Sheet, and the Definitive Documents and any
consents or approvals required thereunder, the entry of the
Combined Order shall constitute authorization for the Debtors and
Reorganized Debtors, as applicable, to take, or to cause to be
taken, all actions necessary or appropriate to consummate and
implement the provisions of the Plan before, on, and after the
Effective Date, including such actions as may be necessary or
appropriate to effectuate a corporate restructuring of their
respective businesses and to otherwise simplify the overall
corporate structure of the Reorganized Debtors.
Article IV.F ("Sources for Plan Distributions and Transfers of
Funds Among Debtors") provides that the Debtors shall fund Cash
distributions under the Plan with Cash on hand, including Cash from
operations, and the proceeds of the DIP Facility and Exit
Facilities. Cash payments to be made pursuant to the Plan shall be
made by the Reorganized Debtors in accordance with Article VI
thereof. Subject to any applicable limitations set forth in any
post-Effective Date agreement (including the New Organizational
Documents), the Reorganized Debtors shall be entitled to transfer
funds between and among themselves as they determine to be
necessary or appropriate to enable the Reorganized Debtors to
satisfy their obligations under the Plan.
A full-text copy of the Disclosure Statement dated March 18, 2024
is available at https://urlcurt.com/u?l=H3KpFM from
PacerMonitor.com at no charge.
Proposed Counsel to the Debtors:
George A. Davis, Esq.
Alexandra M. Zablocki, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
Email: george.davis@lw.com
alexandra.zablocki@lw.com
- and -
Ted A. Dillman, Esq.
Nicholas J. Messana, Esq.
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
Tel: (213) 485-1234
Email: ted.dillman@lw.com
nicholas.messana@lw.com
- and -
Ebba Gebisa, Esq.
330 North Wabash Avenue, Suite 2800
Chicago, IL 27017
Tel: (312) 876-7700
Email: ebba.gebisa@lw.com
- and -
Michael R. Nestor, Esq.
Kara Hammond Coyle, Esq.
Shane M. Reil, Esq.
Rebecca L. Lamb, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Email: mnestor@ycst.com
kcoyle@ycst.com
sreil@ycst.com
rlamb@ycst.com
About JOANN Inc.
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.
On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-10418).
The Debtors tapped LATHAM & WATKINS LLP as legal counsel; HOULIHAN
LOKEY CAPITAL, INC., as investment banker; and ALVAREZ & MARSAL
NORTH AMERICA, LLC, as financial advisor. KROLL RESTRUCTURING
ADMINISTRATION LLC is the noticing agent.
JOANN listed $2,257,700,000 in assets against $2,440,700,000 in
liabilities as of Oct. 28, 2023.
JOE'S DRAIN: Seeks Cash Collateral Access
-----------------------------------------
Joe's Drain Cleaning, LLC asks the U.S. Bankruptcy Court for the
Southern District of Ohio, Eastern Division, for authority to use
cash collateral and provide adequate protection.
The Debtor has experienced financial hardship due to multiple
factors, primarily the COVID-19 pandemic. The Debtor is seeking to
restructure through the filing of the chapter 11 proceeding and
intends to submit a plan of reorganization.
The cash collateral will provide working capital to the Debtor for
use its operations in accordance with the Budget.
U.S. Small Business Administration; Headway Capital, LLC; Bay First
National Bank, Kapitus, LLC; and Global Merchant Cash, Inc.; Vox
Funding LLC; Instafunders; and Tandem Bank assert an interest in
the Debtor's cash collateral.
The Debtor believes that the Creditors may be secured by the
Debtor's accounts receivable, with an estimated value of
approximately $5,000, which constitute "cash collateral" under 11
U.S.C. section 363.
The Debtor proposes to provide adequate protection of the security
interest of the Creditors by (i) re-granting post-petition liens to
creditors to the same extent, amount, and priority as its
respective pre-petition security interests, if any, in cash
collateral in existence on the Petition Date, without the necessity
of the re-filing of any UCC Financing Statement or other documents,
(ii) using cash collateral in accordance with the Budget, and (iii)
providing the other protections described in the Interim Order.
The Debtor proposes to use cash collateral to fund general business
needs, including the payment of its payroll, rent, taxes, and to
pay fees and expenses related to this Chapter 11 case, including
the fees of professionals.
A copy of the motion is available at https://urlcurt.com/u?l=uZnkaF
from PacerMonitor.com.
About Joe's Drain Cleaning, LLC
Joe's Drain Cleaning, LLC offers drain unblocking, drain cleaning,
drain repair, and drain maintenance services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-51041) on March 22,
2024. In the petition signed by Joseph Conway, sole member, the
Debtor disclosed $506,649 in assets and $1,031,345 in liabilities.
Judge John E Hoffman Jr. oversees the case.
John W. Kennedy, Esq., at STRIP HOPPERS LEITHART MCGRATH & TERLECKY
CO. LPA. represents the Debtor as legal counsel.
JOHNSTON & RHODES: Hires Genova Malin & Trier as Counsel
--------------------------------------------------------
Johnston & Rhodes Bluestone Co. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Genova Malin & Trier LLP as counsel.
The firm will render these services:
a. give the Debtor legal advice with respect to its powers and
duties in its financial situation and management of the property of
the Debtor;
b. take necessary action to void liens against the Debtor's
property;
c. prepare and amend, on behalf of the Debtor, necessary
petitions, schedules, orders, pleadings and other legal papers;
and
d. perform all other legal services for the Debtor as Debtor
which may be necessary herein.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michelle Trier, Esq., an attorney at Genova, Malin & Trier,
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:
Michelle L. Trier, Esq.
Genova, Malin & Trier LLP
1136 Route 9, Suite 1
Wappingers Falls, NY 12590
Tel: (845) 298-1600
Fax: (845) 298-1600
About Johnston & Rhodes Bluestone Co.
Johnston & Rhodes Bluestone Co. has been quarrying, fabricating,
and distributing bluestone since 1900.
Johnston & Rhodes Bluestone Co in Roscoe, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
24-35235) on March 7, 2024, listing $2,545,250 in assets and
$1,384,921 in liabilities. Peter Becker Johnston as president,
signed the petition.
GENOVA, MALIN & TRIER, LLP serve as the Debtor's legal counsel.
KB CUSTOM: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: KB Custom Pools, LLC
12507 W. Hwy 71
Bee Cave, TX 78738
Business Description: KB Custom is pool builder specializing in
custom pools, spas, landscapes, and complete
outdoor environments.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-10309
Judge: Hon. Christopher G. Bradley
Debtor's Counsel: Todd Headden, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin TX 78757
Tel: (737) 881-7100
Email: theadden@haywardfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by George Barnett as president.
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/EOMC6XI/KB_Custom_Pools_LLC__txwbke-24-10309__0001.0.pdf?mcid=tGE4TAMA
KB HOME: S&P Upgrades ICR to 'BB+' on Strong Operating Momentum
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating and its
issue-level rating on KB Home and its senior unsecured notes to
'BB+' from 'BB'. The recovery rating on the notes remains '3'.
The stable outlook reflects S&P's forecast that debt to EBITDA will
be below 2x for the next 24 months and debt to capital will stay
around 25%. Strong earnings performance and relatively stable debt
levels in 2024 and 2025 will help support this forecast.
S&P said, "We believe KB Home will maintain debt to EBITDA of below
2x over the next 24 months. We forecast EBITDA interest coverage of
9x-10x by the end of fiscal 2024 based on the company's S&P Global
Ratings-adjusted debt of approximately $1.2 billion. We forecast
the company will generate EBITDA of $900 million-$950 million in
fiscal 2024 and about $1 billion in fiscal 2025.
"We expect gross margins to decline by roughly 100 basis points to
about 21% compared with fiscal 2023 (ended November 2023) due to
pricing adjustments and other homebuyer concessions used to address
affordability concerns. However, KB has retained the ability to
generate debt leverage metrics commensurate with a 'BB+' rating. As
macroeconomic uncertainty subsides and demand for housing remains
resilient, we expect the company to maintain its current operating
performance, which will support S&P Global Ratings-adjusted debt to
EBITDA below the 2x area. Given solid free cash flow generation, we
expect further debt leverage improvement in 2025, with debt to
EBITDA in the 1.5x area through 2025, commensurate with the higher
rating.
"We anticipate KB Home will finish fiscal 2024 with about 13,500
home closings. The company has managed to decrease average
construction cycle times and continued its use of incentives, and
we project overall macroeconomic demand will remain flat.
Therefore, we expect its 2024 gross margins to remain relatively
flat to a modest decline of 100 basis points, which is still higher
than pre-COVID-19-pandemic levels. We expect closings to increase
roughly 2%-3% in 2024 to about 13,500. We also anticipate a modest
increase in home prices, which when combined with higher closings
will keep revenue flat to low single-digit percent growth year over
year. As a result, we expect KB Home's adjusted EBITDA margin to
decrease to the 13%-14% area in fiscal 2024 from about 15% in
2023.
"Several home builders, including KB Home, built good cushion for
credit metrics behind improved profitability achieved in the past
two years. While KB experienced some deterioration from revenue and
cash flow pressure in fiscal 2023, we expect the company to
maintain financial policies that will sustain solid credit metrics
in the next few years. Homebuyers have seemingly acclimated to
higher mortgage rates, which we believe will remain elevated. We
expect 30-year conventional fixed-rate mortgage rates in the high
6% range for 2024. To counteract this, homebuilders are offering
temporary and permanent rate buy-downs and closing cost assistance.
We believe the degree and extent of home demand across the U.S.
will depend on a combination of factors, including the trajectory
and stability of the 30-year fixed-rate mortgage, local housing
market and economic fundamentals, and economic growth. S&P Global
Ratings economists expect about 1.4 million housing starts in 2024
and 2025 (we previously forecast 1.3 million) as recessionary fears
in the U.S. economy dissipate. Stronger housing demand since the
start of 2023 coupled with a limited resale market will likely
enable more sales and home constructions in 2024.
"The stable outlook reflects our forecast that debt to EBITDA will
be below 2x for the next 24 months and debt to capital will trend
toward 25%. Strong earnings performance and relatively stable debt
levels will help support this forecast for the next two years.
"We could lower our rating on KB Home to 'BB' over the next 12
months if debt to EBITDA is sustained above 2x. This could occur if
the company's EBITDA deteriorates approximately 50% without a
foreseeable recovery."
Although unlikely, S&P could raise the rating within the next 12 to
24 months to 'BBB-' if KB Home:
-- Continues enhancing the scale of its homebuilding operations
while maintaining our expectations of margin improvement that
compares favorably to peers'; and
-- Sustains debt to EBITDA below 1.5x to account for potentially
weaker earnings in a cyclical downturn.
S&P said, "ESG factors are a neutral consideration in our credit
analysis of KB Home. The company is subject to a variety of local,
state, and federal statutes, ordinances, rules, and regulations
concerning health and environmental protection. We view KB Home's
ESG exposure as broadly in line with that of industry peers."
KENNESAW FALLS: Taps Paul Reece Marr as Bankruptcy Attorney
-----------------------------------------------------------
Kennesaw Falls Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire the
law firm of Paul Reece Marr, P.C. as its bankruptcy attorneys.
The firm's services include :
(a) providing the Debtor with legal advice regarding its
powers and duties as a debtor in possession in the continued
operation and management of its affairs;
(b) preparing on behalf of the Debtor the necessary
applications, statements, schedules, lists, answers, orders and
other legal papers pursuant to the Bankruptcy Code; and
(c) performing all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be reasonably
necessary.
The hourly rates of the firm's counsel and staff are as follows:
Paul Reece Marr, Esq. $450
Paralegal $250
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $15,000 and a filing
fee in the amount of $1,738.
Paul Reece Marr, Esq., an attorney at Paul Reece Marr, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul Reece Marr, Esq.
Paul Reece Marr, PC
6075 Barfield Road; Suite 213
Sandy Springs, GA 30328
Telephone: (770) 984-2255
Email: paul.marr@marrlegal.com
About Kennesaw Falls Holdings
Kennesaw Falls Holdings, LLC, a company in Smyrna, Ga., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ga. Case No. 24-51415) on February 6, 2024, with as much as
$10 million in both assets and liabilities. Brenda Carter, manager,
signed the petition.
Judge Lisa Ritchey Craig oversees the case.
Paul Reece Marr, Esq., at Paul Reece Marr, P.C., represents the
Debtor as legal counsel.
KP2 LLC: Hires Tune Entrekin & White as Legal Counsel
-----------------------------------------------------
KP2, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to employ Tune, Entrekin & White, P.C.
as counsel.
The firm's services include:
(i) rendering legal advice with respect to the rights, powers
and duties of the Debtor in the management of its property;
(ii) investigating and, if necessary, instituting legal action
on behalf of Debtor to collect and recover assets of the estate of
Debtor;
(iii) preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
(iv) assisting and counseling Debtor in the preparation,
presentation and confirmation of its disclosure statements and
plans of reorganization;
(v) representing Debtor as may be necessary to protect its
interests; and
(vi) performing all other legal services that may be necessary
and appropriate in the general administration of Debtor's estate.
The firm will be paid at the rate of $400 per hour. The firm
received from the Debtor a retainer of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joseph P. Rusnak, Esq., a partner at Tune, Entrekin & White, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Joseph P. Rusnak, Esq.
Tune, Entrekin & White, P.C.
Capitol View, Suite 600
500 11th Avenue North
Nashville, TN 37203
Tel: (615) 244-2770
Fax: (615) 244-2778
Email: Jrusnak@tewlawfirm.com
About KP2, LLC
KP2, LLC owns a single-family home located at 821 Dewees Avenue,
Nashville, Tenn., valued at $1.7 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00760) on March 6,
2024, with $1,700,000 in assets and $2,189,367 in liabilities.
Elliot J. Parry, partner, signed the petition.
Joseph P. Rusnak, Esq,. at Tune, Entrekin & White, P.C. represents
the Debtor as legal counsel.
KPM INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: KPM Investment O, LLC
6370 Shannon Parkway
Union City, GA 30291
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-53073
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmount Road Suite 350
Atlanta, GA 30329
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Isaac Perlmutter as authorized
representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/VJNEYDY/KPM_Investment_O_LLC__ganbke-24-53073__0001.0.pdf?mcid=tGE4TAMA
KRAEMER TEXTILES: Court OKs Deal on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Kraemer Textiles, Inc. to use cash collateral, on an
interim basis, in accordance with the budget and its agreement wit
Berkshire Bank.
Berkshire Bank is a creditor of the Debtor, by virtue of a term
loan and line of credit originally dated August 10, 2018, in the
original principal amounts of $1.265 million and $250,000,
respectively, which loans have a current outstanding principal
balance in the amount of $940,862 plus interest, costs, and
attorneys' fees.
The Berkshire loans are secured by, inter alia, a first position
lien on all of the Debtor's assets.
Berkshire perfected its lien on the Debtor's assets by the filing
of UCC-1 Financing Statements on August 2, 2018 and August 7, 2018,
and continued by UCC-3 Continuation Statements filed May 5, 2023
and May 8, 2023.
The Debtor defaulted on its obligations under the various loan
documents with Berkshire in 2023, as a result of which Berkshire
confessed judgment against the Debtor.
The parties agreed that the Debtor may use cash collateral, in the
ordinary course of its business to the extent set forth in the
Budget through April 13, 2024.
As adequate protection, Berkshire is granted a replacement lien and
security interest pursuant to 11 U.S.C. section 363(c) and (e) to
the extent that Berkshire Bank's cash collateral is used by the
Debtor, which replacement lien and security interest shall have the
same priority in the Debtor's post-petition assets (including, but
not limited to accounts receivable and inventory) and the proceeds
thereof, as does Berkshire's pre-petition lien and security
interest.
Berkshire's replacement lien is automatically deemed to be
continuously perfected from the Petition Date without the necessity
of Berkshire Bank taking possession, filing financing Statements,
mortgages or other documents to continue the perfection of its
lien.
The Debtor will continue to make monthly payments to Berkshire in
the amount of $24,656, as provided in the Budget.
A further hearing on the matter is set for April 9 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=PkeImo
from PacerMonitor.com.
About Kraemer Textiles, Inc.
Kraemer Textiles, Inc. is a privately held yarn manufacturing
company. The Company produces and wholesales a variety of custom
spinning yarns made from alpaca, wool, and natural and synthetic
fibers, as well as provides patterns and books on yarns use.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-10931) on March 20,
2024. In the petition signed by David T. Schmidt, president, the
Debtor disclosed $534,419 in assets and $2,330,193 in liabilities.
Judge Patricia M Mayer oversees the case.
Douglas J. Smillie, Esq., at FITZPATRICK LENTZ & BUBBA, P.C.,
represents the Debtor as legal counsel.
KYLE CHAPMAN: Seeks to Hire Hayward PLLC as Bankruptcy Counsel
--------------------------------------------------------------
Kyle Chapman Motor Sales, L.P. seeks approval from the Western
District of Texas to hire Hayward PLLC as its general bankruptcy
counsel.
The firm can be reached through:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor as Debtor-in-Possession in the continued operation
of its business and management of its property;
b. advise the Debtor of its responsibilities under the
Bankruptcy Code and assist with such;
c. prepare and file of the voluntary petition and other
paperwork necessary to commence this proceeding;
d. assist the Debtor in preparing and filing the required
Schedules, Statement of Affairs, Monthly Financial Reports, and any
amendments thereto;
e. assist the Debtor in preparing the Initial Debtors Report
and other documents required by the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, the Local Rules of this Court and
the administrative procedures of the Office of the United States
Trustee;
f. represent the Debtor in connection with adversary
proceedings and other contested and uncontested matters, both in
this Court and in other courts of competent jurisdiction,
concerning any and all matters related to these bankruptcy
proceedings and the financial affairs of the Debtor, including, but
not limited to, litigation affecting property of the Estate, suits
to avoid or determine lien rights or other property interests of
creditors and other parties in interest, objections to disputed
claims, motions to assume or reject leases and other executory
contracts, motions for relief from the automatic stay and motions
concerning the discovery of documents and other information
relating to any of the foregoing;
g. represent the Debtor in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approvals of such sales or refinancing by
this Court; and
h. assist the Debtor in the formulation of a plan of
reorganization and disclosure statement, and in taking the
necessary steps in this Court to obtain approval of such disclosure
statement and confirmation of such plan of reorganization.
The firm will be paid at these rates:
Todd Headden $400 per hour
Other attorneys $300 to $500 per hour
Paralegals $150 to $195 per hour
Legal Assistant $95 per hour
Hayward represents no known entity having an adverse interest in
its estate or creditors in this case and is otherwise
disinterested, as disclosed in the court filings.
The firm can be reached through:
Todd Headden, Esq.
Charlie Shelton, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin, TX 78757
Phone: (737) 881-7100
Email: theadden@haywardfirm.com
cshelton@haywardfirm.com
About Kyle Chapman Motor Sales
Kyle Chapman Motor Sales, L.P. is a family-owned and operated
automobile dealer in Buda, Texas.
Kyle filed Chapter 11 petition (Bankr. W.D. Texas Case No.
24-10143) on Feb. 13, 2024, with $1 million to $10 million in both
assets and liabilities.
Todd Headden, Esq., at Hayward PLLC is the Debtor's legal counsel.
LANIER BIOTHERAPEUTICS: Leon Jones Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for Lanier Biotherapeutics,
Inc.
Mr. Jones will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Lanier Biotherapeutics
Lanier Biotherapeutics, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-20288) on March 13, 2024, with $500,001 to $1 million in assets
and $1 million to $10 million in liabilities.
Michael Brian Pugh, Esq., at Thompson, O'Brien, Kappler & Nasuti,
P.C. represents the Debtor as legal counsel.
LEGAL RECOVERY: Hires Law Offices of Leeds Disston as Legal Counsel
-------------------------------------------------------------------
Legal Recovery, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ The Law Offices
of Leeds Disston as counsel.
The firm will provide these services:
-- assist with the preparation of the Debtor's Chapter 11
Petition;
-- prepare schedules;
-- provide advice and counselling as to the bankruptcy
proceedings;
-- respond to court documents and pleadings;
-- prepare a Chapter 11 plan and disclosure statement; and
-- attend court hearings and prepare a final decree.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Leeds Disston, Esq., a partner at The Law Offices of Leeds Disston,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Leeds Disston, Esq.
The Law Offices of Leeds Disston
300 Frank H. Ogawa Plz, Ste 205
Oakland, CA 94612-2060
Tel: (510) 835-8110
Email: casdiss@yahoo.com
About Legal Recovery, LLC
Legal Recovery LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-30074) on February
6, 2024, with $1 million to $10 million in assets and liabilities.
Demas Yan, manager, signed the petition.
Judge Dennis Montali oversees the case.
Leeds Disston, Esq., represents the Debtor as legal counsel.
LILIUM N.V.: Appoints Former Polestar Executive as New CFO
----------------------------------------------------------
Lilium N.V. reported in a Form 6-K filed with the Securities and
Exchange Commission that it has appointed Johan Malmqvist, former
chief financial officer of Polestar Automotive Holding UK PLC, as
Lilium's new CFO effective April 1, 2024. Mr. Malmqvist succeeds
Oliver Vogelgesang. Mr. Vogelgesang has not advised the Lilium
Board of Directors of any disagreement on any matters related to
the operations of Lilium.
Mr. Malmqvist brings over 25 years of experience as a CFO across a
variety of sectors and geographies. Most recently, he served as
CFO of Polestar from September 2021 to January 2024 where he led
the company's financial organization, including finance, tax,
treasury and investor relations. Prior to Polestar, Mr. Malmqvist
served as CFO of Dole Food Company (NYSE: DOLE), a global
distributor and market of fresh fruits and vegetables, from July
2014 to September 2021. Previously, Mr. Malmqvist also served as
CFO of Perstorp AB from May 2009 to June 2014 and Duni AB from
August 1998 to May 2009. Mr. Malmqvist holds a B.A. from San Diego
State University in International Business and a Master of Science
Business Administration from San Diego State University with a
specialization in Finance.
About Lilium
Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a
sustainable and accessible mode of high-speed, regional
transportation for people and goods. Using the Lilium Jet, an
all-electric vertical take-off and landing jet, designed to offer
leading capacity, low noise, and high performance with zero
operating emissions, Lilium is accelerating the decarbonization of
air travel. Working with aerospace, technology, and infrastructure
leaders, and with announced sales and indications of interest in
Europe, the United States, China, Brazil, UK, and the Kingdom of
Saudi Arabia, Lilium's 800+ strong team includes approximately 450
aerospace engineers and a leadership team responsible for
delivering some of the most successful aircraft in aviation
history. Founded in 2015, Lilium's headquarters and manufacturing
facilities are in Munich, Germany, with teams based across Europe
and the U.S.
Munich, Germany-based PricewaterhouseCoopers GmbH
Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
28, 2023, citing that the Company has incurred recurring losses
from operations since its inception and expects to continue to
generate operating losses that raise substantial doubt about its
ability to continue as a going concern.
LOCAL GYM: Seeks Cash Collateral Access
---------------------------------------
The Local Gym, LLC asks the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, for authority to use cash
collateral, on an interim basis, in accordance with the budget,
with a 15% variance.
In 2021, the Debtor eniered into a credit relationship with
Kapitus, LLC, which relationship was essentially a Merchant Cash
Advance arrangement. Thereby, Kapitus acquired a lien on the
Debtor's personal property, including cash and accounts receivable,
including those that derived from the monthly membership amounts.
The current approximate owed to Kapitus is approximately $117,000.
As adequate protection for the use of cash collateral, Kapitus will
be granted perfected post-petition replacement liens in the
Debtor's cash collateral, to the same extent, validity and priority
as respondent's lien on cash collateral of debtor on the Petition
Date, nunc pro tunc to the Petition Date, without the need to file
or execute any document as may be otherwise be required under
applicable bankruptcy or non-bankruptcy law.
A copy of the motion is available at https://urlcurt.com/u?l=9f8p5x
from PacerMonitor.com.
About The Local Gym, LLC
The Local Gym, LLC is a membership-based gym located in Paulding
County, Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41899) on December 22,
2023. In the petition signed by Bryan Wetzel, manager, the Debtor
disclosed up to $50,000 in both assets and liabilities.
Judge Barbara Ellis-Monro oversees the case.
Michael Familetti, Esq., at Familetti Law Firm, represents the
Debtor as legal counsel.
LTGF BUSINESS: Creditors to Get Proceeds From Liquidation
---------------------------------------------------------
LTGF Business Trust filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Subchapter V Plan dated March 18,
2024.
The Debtor is a Florida business trust that previously operated
under the name Attorneys' Title Insurance Fund and Lawyers' Title
Guaranty Fund. The Debtor desires to wind down its affairs,
liquidate all assets, and terminate the trust.
Recently, the Board of Trustees adopted an Amendment to the
Declaration of Trust changing the name of the entity from
Attorneys' Title Insurance Fund to LTGF. The Board of Trustees also
voted to file chapter 11 for LTGF so that the trust could be
properly terminated and its assets properly distributed pursuant to
the terms of the Declaration of Trust.
The Debtor filed chapter 11 under Subchapter V in hopes of promptly
winding down the Debtor's affairs and terminating the trust.
Shortly before the filing, the Board of Trustees of the Debtor
appointed Gerard A. McHale, Jr., as the Chief Liquidating Officer
of the Debtor. Mr. McHale, as CLO, is prepared and ready to move
this case forward promptly, including the making of distributions
and the termination of the business.
This Plan proposes to pay the Debtor's Creditors through a
liquidation of the Debtor's assets.
This Plan provides for classes as follows: priority claims;
unsecured trade claims; claims or interests arising from Member
Deferred Compensation Accounts as such term is used in the
Declaration of Trust; and claims or interests arising from Member
Capital Accounts as such term is used in the Declaration of Trust.
This Plan provides for the payment of administrative expenses,
priority claims and unsecured claims or interests through the
proceeds of liquidation of the Debtor's remaining assets.
Class 1 consists of the unsecured claims of any trade creditors.
One claim has been filed in the amount of $1,120.58. The claim has
been withdrawn and there are no claims in this class. Any allowed
claims in this class will be paid in full, without interest, on the
Effective Date.
Class 2 consists of the claims or interests arising from Member
Deferred Compensation Accounts as such term is used in the
Declaration of Trust. Claims in this class, per the Schedules,
total approximately $4.9 million with approximately 636 claimants.
Members of this class will receive a pro rata share of the proceeds
of liquidation of the Debtor's assets after the payment in full of
Administrative Expense Claims, Priority Claims and Class 1 Claims.
For convenience purposes, the minimum distribution will be $25.
Class 3 consists of the claims or interests arising from Member
Capital Accounts as such term is used in the Declaration of Trust.
Claims in this class, per the Schedules, total approximately
$757,000 with 1,000s of claimants. Members of this Class will
receive no distribution as there will be insufficient funds
available to pay Class 2 claims in full.
This Plan proposes to pay creditors of the Debtor from the proceeds
of the liquidation of the Debtor's assets.
The Debtor has been in negotiations with ATFS concerning a
sale/compromise relating to the Debtor's remaining intangible
assets and contract rights, including the ATFS Operating Agreement.
The Debtor will enter into a formal settlement agreement with ATFS
containing the following terms:
* ATFS will pay $10,000 in exchange for all intangible assets
of the estate, including any and all rights under the ATFS
Operating Agreement, the Services Agreement and the Joint Venture
Agreement; and
* The Debtor and ATFS, and its affiliates, will generally
release each other of any and all claims.
A full-text copy of the Subchapter V Plan dated March 18, 2024 is
available at https://urlcurt.com/u?l=hlUle6 from PacerMonitor.com
at no charge.
Debtor's Counsel:
Michael C. Markham, Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
401 East Jackson Street #3100
Tampa, FL 33602
Tel: 813-225-2500
E-mail: mikem@jpfirm.com
About LTGF Business Trust
LTGF Business Trust is a Florida business trust that previously
operated under the name Attorneys' Title Insurance Fund and
Lawyers' Title Guaranty Fund.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01538) on December
19, 2023, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Gerard A. McHale, chief liquidating
officer, signed the petition.
Judge Caryl E. Delano oversees the case.
Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns,
LLP, is the Debtor's legal counsel.
LUMEN TECHNOLOGIES: Completes TSA Transactions
----------------------------------------------
Lumen Technologies, Inc. announced the successful completion of the
transactions contemplated by the amended and restated transaction
support agreement that the Company, Level 3 Financing, Inc. and
Qwest Corporation entered into with certain of the Company's
creditors.
Lumen achieved participation in the TSA transactions of over $15
billion of outstanding indebtedness and commitments of the Company
and its subsidiaries. With respect to the term loan transactions
open to all lenders, the Company achieved 94.4% participation for
the Lumen TLA/A-1 term loans, 98.5% for the Lumen TLB term loans
and 99.5% for the Level 3 TLB term loans. The broad support for
the TSA transactions across the Company's capital structure
demonstrates creditors' and stakeholders' belief in Lumen's
turnaround plan and pivot to growth strategy.
Following the closing of the TSA transactions, Lumen is in a
strengthened liquidity position, including as a result of closing a
new approximately $1 billion revolving credit facility maturing in
June 2028 and completing the private placement of $1.325 billion
aggregate principal amount of senior secured notes due November
2029.
"This is a significant milestone that clears the runway for our
transformation and signals confidence in our strategy and
progress," said Kate Johnson, president and CEO of Lumen. "The
transaction provides the time and capital to fuel our return to
growth."
"This process over the last several months could not have been
possible without the support of many stakeholders. We sincerely
thank the Lumen team for their dedication and continued commitment
to the Company during this process," said Chris Stansbury, chief
financial officer of Lumen. "We also thank our customers, vendors
and partners for their unwavering trust in the business and our
future."
Debt Maturity Profile Following Consummation of TSA Transactions
Lumen's near-term debt maturity profile has significantly improved,
with the amount of maturities outstanding for 2025 to 2026 reduced
from approximately $2.1 billion to approximately $600 million and
total maturities outstanding for 2027 reduced from approximately
$9.5 billion to approximately $800 million.
Additional information can be found in the Company's Current Report
on Form 8-K, which will be filed with the SEC.
Guggenheim Securities, LLC served as financial advisor and
Wachtell, Lipton, Rosen & Katz served as legal advisor to the
Company.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is a
facilities-based technology and communications company that
provides a broad array of integrated products and services to its
domestic and global business customers and its domestic mass
markets customers. The Company's platform empowers its customers
to swiftly adjust digital programs to meet immediate demands,
create efficiencies, accelerate market access and reduce costs,
which allows its customers to rapidly evolve their IT programs to
address dynamic changes.
Lumen reported a net loss of $10.29 billion in 2023 following a net
loss of $1.55 billion in 2022.
* * *
As reported by the TCR on Feb. 22, 2024, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa2 from Caa1 and its probability of default rating to Caa2-PD
from Caa1-PD. The CFR downgrade reflects Lumen's continued weak
operating performance and medium to longer term refinancing risks.
LUMEN TECHNOLOGIES: Davis Polk Advised Bondholders on Debt Deal
---------------------------------------------------------------
Davis Polk advised an ad hoc group of noteholders and term loan
lenders to Lumen Technologies, Inc. and Level 3 Financing, Inc.
(collectively, "Lumen") on a comprehensive debt recapitalization
transaction of over $12.5 billion of outstanding indebtedness,
representing roughly 70% of Lumen's capital structure. The
transaction entailed, among other things: (i) the incurrence by
Level 3 of $1.325 billion in new money senior secured first-lien
notes; (ii) exchanges of (a) existing Level 3 3.400% senior secured
notes into new Level 3 10.500% first-lien notes; (b) existing Level
3 3.875% senior secured notes into new Level 3 10.750% first-lien
notes; (c) certain existing Level 3 senior unsecured notes into new
Level 3 second-lien notes and (d) existing Lumen Tech 4.000% senior
secured notes into new Lumen Tech 4.125% superpriority notes; (iii)
the exchange of existing Level 3 term B loans into new
superpriority Level 3 term B loans; (iv) the exchange of existing
Lumen Tech term B loans into new superpriority Term B loans; (v)
the partial paydown of existing Lumen Tech Term A loans and
exchange into new superpriority Term A loans; (vi) the issuance of
a new $1 billion superpriority revolving credit facility at Lumen
Tech and (vii) the extension of maturities and covenant
modifications to certain existing debt.
Lumen is a facilities-based technology and communications company
that provides a broad array of integrated products and services to
its domestic and global business customers and its domestic mass
markets customers. Lumen operates one of the world's most
interconnected networks. Lumen's platform empowers its customers to
swiftly adjust digital programs to meet immediate demands, create
efficiencies, accelerate market access and reduce costs, which
allows its customers to rapidly evolve their IT programs to address
dynamic changes.
The Davis Polk restructuring team included partners Damian S.
Schaible and Adam L. Shpeen, counsel Robert (Bodie) Stewart and Jon
Finelli and associates Stephen Ford, Mariya Dekhtyar, Ethan Stern
and Kevin L. Winiarski. The finance team included associate Timothy
H. Oyen. The capital markets team included partner Stephen A. Byeff
and associates Moses Farzan Nekou and Chad Howard. The litigation
team included partner Elliot Moskowitz. The tax team included
partner Lucy W. Farr and counsel Tracy L. Matlock. All members of
the Davis Polk team are based in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an
international facilities-based technology and communications
company focused on providing its business and mass markets
customers with a broad array of integrated products and services
necessary to fully participate in its ever-evolving digital world.
The Company's platform empowers its customers to swiftly adjust
digital programs to meet immediate demands, create efficiencies,
accelerate market access and reduce costs -- allowing customers to
rapidly evolve their IT programs to address dynamic changes.
* * *
As reported by the TCR on March 26, 2024, S&P Global ratings
lowered its issuer credit rating (ICR) on U.S.-based
telecommunications service provider Lumen Technologies Inc. to 'SD'
from 'CC'. S&P also lowered the issue-level ratings on the affected
issues to 'D'. The 'B' issue-level rating on operating subsidiary
Qwest Corp.'s senior unsecured debt and the 'B-' issue-level rating
on Qwest Capital Funding Inc.'s senior unsecured debt remain on
CreditWatch, where S&P placed them with negative implications on
Jan. 30, 2024. S&P said, "The downgrade follows the completion of
the debt restructuring, which we view as tantamount to default. The
company exchanged a portion of the outstanding senior secured and
unsecured debt at Lumen and wholly owned subsidiary Level 3
Financing Inc. for new debt with a senior ranking, higher coupons,
fees, and tighter covenants. In addition, the company paid down a
portion of this debt at par from the issuance of $1.325 billion of
new secured debt at Level 3 and around $1.8 billion of gross
proceeds from the sale of its Europe, Middle East, and Africa
(EMEA) operations. Even though this debt was exchanged at par, we
do not view the difference in terms as sufficient to offset the
extension of maturities to 2029 and 2030." S&P views the following
exchanges as distressed and therefore, lowered the ratings to 'D',
given its view that investors are not receiving adequate offsetting
compensation and that the company would ultimately default absent
the transaction:
As reported by the TCR on Feb. 22, 2024, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa2 from Caa1 and its probability of default rating to Caa2-PD
from Caa1-PD. The CFR downgrade reflects Lumen's continued weak
operating performance and medium to longer term refinancing risks.
LYONS COMPANIES: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, authorized The Lyons Companies, LLC to use
cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance.
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.
As previously reported by the Troubled Company Reporter, 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.
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 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
Secured Creditors are granted 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 as the Secured Creditors had prior to the
commencement of the Chapter 11 Case.
The Replacement Lien will be junior and subordinate to (a) fees due
the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6);
(b) fees due the Clerk of Court; (c) courtapproved fees and
expenses due to the Debtor's professionals in the amount set forth
in the Budget; (e) any Superpriority Claim; and (f) following a
Termination Event, up to $200,000 in court-approved fees and
expenses incurred by the Debtor's professionals.
The Replacement Lien in the Postpetition Collateral are deemed to
be valid and perfected to the same extent as existed as of the
Petition Date without need for the execution, filing, or recording
of any further documents or instruments otherwise required to be
executed or filed under non-bankruptcy law.
The Secured Creditors will receive monthly adequate protection
payments.
The Debtor's right to use cash collateral will terminate upon (a)
the entry of an order directing the appointment of a trustee for
the Debtor, (b) the entry of an order dismissing or converting the
case to a case under chapter 7 of the Bankruptcy Code, (c) the
failure to pay, when due, any postpetition taxes, or (d) the entry
of an order determining that the Debtor is in default of its
obligations under the Final Cash Collateral Order or a future order
granting the Motion for the continued use of Cash Collateral (any
of (a), (b), (c) and (d) an "Event of Default").
A final hearing on the matter is set for April 23, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=PGEdUo
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.
Judge Joan A. Lloyd oversees the case.
April A. Wimberg, Esq., at DENTONS BINGHAM GREENEBAUM, represents
the Debtor as legal counsel.
MADERA COMMUNITY: Court OKs Cash Collateral Access Thru May 3
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Fresno Division, authorized Madera Community Hospital to use cash
collateral on an interim basis in accordance with the budget,
through May 3, 2024.
As previously reported by the Troubled Company Reporter, Saint
Agnes Medical Center asserts an interest in the cash collateral.
By April 18, 2023, the Debtor will file a revised budget of
proposed uses for the future period. Objections are due by April
25, 2023.
A further hearing on the matter is set for May 2 at 9:30 a.m.
A copy of the Court's order is available at
https://urlcurt.com/u?l=yPaUDR from PacerMonitor.com.
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on
March 10, 2023. In the petition signed by its chief executive
officer, Karen Paolinelli, the Debtor disclosed $50 million to $100
million in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley,
as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc.
as special counsels; and JWT & Associates, LLP as accountant.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal
counsels and FTI Consulting, Inc. as financial advisor.
MAEMAX MARKET: Seeks to Hire Rumfelt Legal PC as Counsel
--------------------------------------------------------
Maemax Market, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Tennessee to employ Rumfelt Legal, PC as
counsel.
The firm's services include:
a. advising the Debtor as to their rights, duties, and powers as
Debtors-in Possession;
b. preparing and filing statements and schedules, plans, and
other documents and pleadings necessary to be filed by the Debtor
in this proceeding;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in this
case; and
d. performing such other legal services as may be necessary in
connection with this case.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas Ryan Rumfelt, Esq., a partner at Rumfelt Legal, PC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Thomas Ryan Rumfelt, Esq.
Rumfelt Legal, PC
P.O. Box 1667
Mount Juliet, TN 37121-1667
Tel: (615) 547-3200
Fax: (615) 861-1706
Email: ryan@rumfeltlegal.com
About Maemax Market, LLC
Maemax Market, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
24-00741) on March 5, 2024, listing $100,001 to $500,000 in assets
and $1,000,001 to $10 million in liabilities.
Judge Charles M Walker presides over the case.
Thomas Ryan Rumfelt, Esq. at Thomas Ryan Rumfelt PLLC serves as the
Debtor's counsel.
MANCHESTER ST: Taps Jefferson Hanna, III as Bankruptcy Counsel
--------------------------------------------------------------
Manchester ST, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Connecticut to hire Jefferson Hanna, III, Esq.
as its counsel.
The firm will render these services:
(a) provide to the debtor-in-possession legal advice with
respect to its rights, powers and duties as debtor and debtor-in
possession in the continued operation and management of its
business and property;
(b) prepare on behalf of the applicant a debtor-in possession,
necessary applications, answers, plans of reorganization, orders,
reports, schedules and other legal documents as the case may
require; and
(c) performing all other legal services for and on behalf of
the Debtor as debtor-in-possession which will be necessary or
appropriate in the administration of this Chapter 11case.
The counsel received a retainer in the amount of $5,000.
Mr. Hanna assured the court that he has no interest adverse to the
Debtor and debtor-in possession or to the Estate in the matters
upon which he is to be engaged.
The firm can be reached through:
Jefferson Hanna, III, Esq.
484 Main St, Ste 23
Middletown, CT 06457
Phone: (860) 854-3123
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.
MGM RESORTS: S&P Rates New $750MM Senior Unsecured Notes 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to Las Vegas-based casino operator MGM Resorts
International's proposed $750 million senior unsecured notes due
2032. The '2' recovery rating indicates our expectation for
substantial (70%-90%; rounded estimate: 70%) recovery for
noteholders in the event of a default. The company plans to use the
net proceeds from this offering to repay existing debt, including
its outstanding 6.750% senior notes due 2025.
The proposed debt-for-debt refinancing is leverage neutral.
Therefore, the transaction does not affect our 'B+' issuer credit
rating or stable outlook on MGM.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'BB-' issue-level rating and '2' recovery
rating to the company's proposed $750 million senior unsecured
notes. The '2' recovery rating indicates its expectation for
substantial (70%-90%; rounded estimate: 70%) recovery for
noteholders in the event of a default. This is in line with S&P's
issue-level and recovery rating on MGM's existing unsecured debt.
-- S&P's analysis is based on the company's wholly owned domestic
operations.
-- S&P said, "Our simulated default scenario contemplates a
payment default occurring by 2028 (in line with our average
four-year default assumption for 'B+'-rated issuers) because of a
significant decline in cash flow due to prolonged economic weakness
and increased competitive pressures, particularly in Las Vegas
(where MGM Resorts' domestic operations are concentrated). In
addition, we believe large fixed-rent payments reduce MGM's
operating flexibility, potentially leading to greater cash flow
volatility."
-- S&P applies a 6.5x multiple to our estimate of emergence EBITDA
to value MGM. This multiple is in line with its leisure industry
average and the multiples it uses for diversified gaming operating
companies that do not own the majority of their real estate.
-- In S&P's simulated default scenario, it does not expect MGM to
reject its leases and anticipate it will continue to pay rent to
its lessors because of the importance of the leased assets to its
operations. S&P's emergence EBITDA is therefore after rent
payments.
-- S&P assumes MGM Resorts' $2.285 billion revolving credit
facility is 85% drawn at the time of default.
-- S&P assumes any debt maturing between now and the year of
default is extended to at least the year of default on similar
terms.
Simulated default assumptions
-- Year of default: 2028
-- EBITDA at emergence: About $725 million
-- EBITDA multiple: 6.5x
Simplified waterfall
-- Gross recovery value: $4.7 billion
-- Net recovery value after administrative expenses (5%): $4.5
billion
-- Obligor/nonobligor valuation split: 100%/0%
-- MGM secured revolver (not rated) claims: $2 billion
-- Value available to unsecured claims: $2.5 billion
-- Estimated senior unsecured claims: $3.3 billion
--Recovery expectations: 70%-90% (rounded estimate: 70%)
Note: All debt amounts include six months of prepetition interest.
MODA HEALTH: A.M. Best Cuts LongTerm Issuer Rating to BB(Fair)
--------------------------------------------------------------
AM Best has downgraded the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bb" (Fair) from "bb+" (Fair) and affirmed the
Financial Strength Rating (FSR) of B (Fair) of Moda Health Plan,
Inc. (Moda Health). Concurrently, AM Best has downgraded the FSR to
B (Fair) from B+ (Good) and the Long-Term ICR to "bb+" (Fair) from
"bbb-" (Good) of Oregon Dental Service (ODS). In addition, AM Best
has placed both of these ratings under review with negative
implications. Both companies are domiciled in Portland, OR.
Furthermore, AM Best has withdrawn these ratings as the companies
have requested to no longer participate in AM Best's interactive
rating process. These ratings serve as AM Best's final rating
updates for these companies.
The ratings reflect Moda Health's balance sheet strength, which AM
Best assesses as weak, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management (ERM).
Prior to the withdrawals, the under review with negative
implications and downgrading of the Long-Term ICR for Moda Health
reflected a lack of improvement in its risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR). In 2023, the company's capital declined driven by a
material net loss and repayment of surplus notes partially offset
by an unrealized gain and a capital contribution from its parent,
ODS. AM Best remains concerned about the level of risk-adjusted
capitalization.
The ratings reflect ODS' balance sheet strength, which AM Best
assesses as adequate, as well as its adequate operating
performance, limited business profile and appropriate ERM.
The under review with negative implications and rating downgrades
of ODS' ratings mainly reflect decreased risk-adjusted
capitalization, as measured by BCAR. Additionally, financial
leverage for ODS remains moderately high, which AM Best feels
limits financial flexibility.
MOHAWK DRIVE: Seeks to Hire Feinman Law Offices as Attorney
-----------------------------------------------------------
Mohawk Drive Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Feinman Law Offices as
its counsel.
Feinman Law Offices will give legal advice regarding its duties
under the Bankruptcy Code, prepare a bankruptcy plan, and provide
legal other services.
Feinman has received a retainer in the amount of $40,000. The
Debtor has agreed to pay additional fees and reimburse the firm for
work-related expenses, subject to court approval.
Michael Feinman, Esq., disclosed in a court filing that his firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael B. Feinman, Esq.
Feinman Law Offices
Servicebury, LLC
The Northmark Bank Building
69 Park Street, Second Floor
Andover, MA 01810
Telephone: (978) 494-6669
Facsimile: (978) 475-0852
Email: mbf@feinmanlaw.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.
MOJITO CLUB: Wins Cash Collateral Access Thru April 12
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Mojito Club Sawgrass, LLC to
use cash collateral, on an interim basis, in accordance with the
budget, through April 12, 2024.
Prepetition, and during the pendency of the Pandemic in 2020, the
Debtor entered into an agreement with the U.S. Small Business
Administration to borrow funds under the Economic Injury Disaster
Loan program. In connection with the EIDL loan, SBA recorded a -
financing statement with the Florida Secretary of State on or about
May 30, 2020, which was assigned File No. 20200189612.
As of the Petition Date, the EIDL had a principal balance of
approximately $1.3 million.
Retroactive to the petition date, SBA is granted a replacement
liens on and security interests in the Debtor's postpetition cash
and cash equivalents to the same extent, and with the same priority
and validity as the prepetition liens and security interest of the
SBA.
The Debtor will make Adequate protection payments to the SBA in the
amount of $2,5000 per week during the two-week interim period from
March 18, 2024 to March 30, 2024.
A final hearing on the matter is set for April 10 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=VNFcWQ
from PacerMonitor.com.
About Mojito Club Sawgrass, LLC
Mojito Club Sawgrass, LLC is a restaurant that features a
high-energy atmosphere, indoor & outdoor seating and fresh-squeezed
mojitos in an assortment of flavors.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12552) on March 18,
2024. In the petition signed by Henry Leace, managing member, the
Debtor disclosed $311,330 in assets and $1,683,011 in liabilities.
Judge Scott M. Grossman oversees the case.
Patricia A. Redmond, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., represents the Debtor as legal counsel.
NATIVE WASHINGTONIAN: Hires Thompson Premier as Realtor
-------------------------------------------------------
Native Washingtonian, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Columbia to employ Thompson Premier Homes
Group as realtor.
The firm will market and sell the following real properties of the
Debtor:
-- 3243 Massachusetts Avenue SE, Washington, D.C. 20019;
-- 3838 Carpenter Street SE, Washington, D.C. 20020;
-- 3213 Dubois Place SE, Washington, D.C. 200219;
-- 325 Parkland Place SE, Washington, D.C. 20032;
-- 431 Atlantic Street SE, Washington, D.C. 20032; and
-- 3901 17th Place NE, Washington, D.C. 20018
The firm will be paid a commission of 6 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eboneese Thompson
Thompson Premier Homes Group
3926 12th St NE
Washington, DC 20017
Tel: (202) 804-4724
About Native Washingtonian, LLC
Native Washingtonian is primarily engaged in renting and leasing
real estate properties. The Debtor is the owner of six real
properties located in Washington, DC having a total value of $5.25
million.
Native Washingtonian, LLC in Washington, DC, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
24-00058) on Feb. 27, 2024, listing $5,246,100 in assets and
$4,387,873 in liabilities. Marcus Sands as CEO, signed the
petition.
Judge Elizabeth L Gunn oversees the case.
THE JOHNSON LAW GROUP, LLC serve as the Debtor's legal counsel.
NEW HOME: S&P Assigns 'B-' Rating on New $325MM Unsecured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to The New Home Co. Inc.'s proposed $325 million
unsecured senior notes due in 2029. The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a default.
S&P said, "We expect the company will use the net proceeds to
refinance the 8.25% senior unsecured notes due in 2027, pay down
balances on its $180 million revolving credit facility due in 2027,
cover fees and expenses, and for general corporate purposes.
Approximately $30 million-$40 million cash on the balance sheet
will further strengthen its liquidity profile and allow the company
to continue to invest in the business.
"Our 'B-' issuer credit rating and stable outlook on New Home are
unchanged. We view the refinancing positively, as it enhances the
company's financial flexibility as it continues to execute its
growth trajectory."
NICA REPAIRS: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Gainesville Division, authorized Nica Repairs, LLC to use cash
collateral, on an interim basis, in accordance with the budget.
Campus USA Credit Union, the U.S. Small Business Administration,
and ODK Capital, LLC assert an interest in the Debtor's cash
collateral.
The Debtor is permitted to use cash collateral on an interim basis
to pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and (b) the current and
necessary expenses set forth in the budget.
As adequate protection, the Secured Creditors will have a
post-petition lien on cash collateral which was in existence as of
the date of the filing of the petition and which arises after the
filing of the petition, to the same extent and with the same
validity and priority as any pre-petition lien held by any such
Secured Creditor. The validity, priority and extent of any such
pre-petition liens will be subject to further Court review.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under any loan and security
documents with any of the Secured Creditors.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=E7KIT6 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$24,802 for March 2024;
$25,327 for April 2024; and
$25,670 for May 2024.
About Nica Repairs, LLC
Nica Repairs, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-10059-KKS) on March
14, 2024. In the petition signed by Karan Bhathija, managing
member, the Debtor disclosed up to $50,000 in assets and up to $1
million in liabilities.
Judge Karen K. Specie oversees the case.
Lisa Caryl Cohen, Esq., at Ruff & Cohen PA, represents the Debtor
as legal counsel.
NORTH CAROLINA THEATRE: Wins Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized The North Carolina Theatre
to use cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance.
The Debtor will require necessary funds for operating its business
and other expenses.
The Debtor and the U.S. Small Business Administration are parties
to a Loan Authorization and Agreement, Note, and Security Agreement
dated May 31, 2020, whereby the SBA loaned $150,000 to the Debtor.
As of the Petition Date there was approximately $150,000 owing to
the SBA.
As security for the indebtedness under the SBA Documents, it
appears the Debtor may have granted to the SBA a security interest
in all of the Debtor's tangible and intangible personal property.
The Debtor and Truist are parties to a Note and Security Agreement,
dated on or about November 2022 whereby Truist loaned certain funds
to the Debtor. As of the Petition Date there was approximately
$300,000.
The court ruled that the SBA's and Truist's liens on the collateral
securing its indebtedness will extend to the Debtor's post-petition
assets to the extent they are secured as of the petition date. The
post-petition lien and security interest provided for will survive
the term of the Order to the extent the pre-petition lien was
valid, perfected, enforceable, and non-avoidable as of the petition
date.
The replacement lien granted to the SBA and Truist will be subject
to and subordinate to a carve-out for the payment of allowed
professional fees and disbursements incurred by Court approved
professionals.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=hOY9xg from PacerMonitor.com.
The Debtor projects $199,229 in total income and $49,535 in total
expenses for the period from March 26 to April 25, 2024.
About The North Carolina Theatre
The North Carolina Theatre is a professional theatre company
producing live musical theatre.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00596) on February
23, 2024. In the petition signed by John A. Zaloom, chairman of the
Board of Directors, the Debtor disclosed $204,912 in assets and
$2,123,225 in liabilities.
Judge David M. Warren oversees the case.
Rebecca F. Redwine, Esq., at HENDREN, REDWINE & MALONE, PLLC,
represents the Debtor as legal counsel.
OUTLOOK THERAPEUTICS: GMS Ventures, G. Sukhtian Report 37% Stake
----------------------------------------------------------------
GMS Ventures and Investments and Ghiath M. Sukhtian disclosed in a
Schedule 13D/A Report filed with the U.S. Securities and Exchange
Commission that as of March 18, 2024, they beneficially owned
9,266,645 shares of Outlook Therapeutics, Inc.'s common stock,
representing 37% of the shares outstanding.
The shares owned includes warrants to purchase up to an aggregate
of 3,458,571 Shares. Effective March 14, 2024, every 20 issued and
outstanding shares of the Issuer's common stock was automatically
combined into one issued and outstanding share of the Issuer's
common stock. Prior to the Reverse Stock Split, GMS Ventures held
70,047,204 Shares and, as a result of the Reverse Stock Split, such
Shares became 3,502,360 Shares.
The percentage is calculated based upon 21,584,256 Shares
outstanding immediately following the March 2024 Private Placement,
as confirmed by Outlook Therapeutics, plus 3,458,571 Shares
underlying the Warrants.
A full-text copy of the Report is available at
https://tinyurl.com/yapnkdje
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com-- is a biopharmaceutical
company working to develop the first FDA-approved ophthalmic
formulation of bevacizumab for use in retinal indications,
including wet AMD, DME and BRVO. If ONS-5010, its investigational
ophthalmic formulation of bevacizumab, is approved, Outlook
Therapeutics expects to commercialize it as the first and only
on-label approved ophthalmic formulation of bevacizumab for use in
treating retinal diseases in the United States, Europe, Japan and
other markets.
Outlook Therapeutics incurred a net loss of $58.98 million for the
year ended Sept. 30, 2023, compared to a net loss of $66.05 for the
year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had
$32.30 million in total assets, $46.74 million in total
liabilities, and a total stockholders' deficit of $14.44 million.
Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Dec. 22, 2023, citing that the Company has incurred recurring
losses and negative cash flows from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
The Company has incurred recurring losses and negative cash flows
from operations since its inception and has an accumulated deficit
of $479,096,425 as of Dec. 31, 2023. As of Dec. 31, 2023, the
Company had $37,666,716 of principal, accrued interest and exit
fees due under an unsecured convertible promissory note issued in
December 2022, maturing on April 1, 2024. As a result, the Company
said, there is substantial doubt about the Company's ability to
continue as a going concern.
PARTNERSHIP 3: Wins Cash Collateral Access Thru May 2
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Partnership 3, Inc., d/b/a
Partnership Staffing Solutions, to use cash collateral, on an
interim basis, in accordance with the budget, with a 20% variance,
through May 2, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
has entities claiming security interests in its monies, accounts
and receivables. These include its factor, AeroFund Financial,
Inc.
The Debtor believes that only the lien of AeroFund Financial
attaches to the Debtor's cash collateral. The Debtor does not
presently have any reason to believe that Aerofund's security
interests in cash collateral are not properly perfected. The
Internal Revenue Service filed liens with the County of Los Angeles
and with the California Secretary of State for unpaid payroll taxes
for the 3rd and 4th quarters of 2023.
However, the Debtor was incorporated in Wyoming and the IRS did not
file any lien with its secretary of state. The Debtor believes that
as the tax lien was not filed in the proper location, the IRS lien
is, at best, inchoate and subordinate to Aerofund's lien. More
likely the IRS is unsecured.
As adequate protection, Aerofund and the United States, on behalf
of its agency, the IRS, are granted replacement liens in
post-petition assets of the Debtor with the same validity, extent,
and priority as their prepetition liens.
The post-petition liens granted: (I) are in addition to all
security interests, liens and rights of setoff and recoupment
existing in favor of Aerofund with respect to prepetition
collateral; and (ii) are valid, perfected, and enforceable as of
the date of entry of the order without any further action by the
Debtor or Aerofund and without the execution, filing or recordation
of any financing statements, security agreements, or other
documents or instruments.
A further hearing on the matter is set for May 2 at 11:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=4sMoLO
from PacerMonitor.com.
About Partnership 3, Inc.
Partnership 3, Inc. is a staffing solutions company based in Canyon
Country, CA.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11204) on February
19, 2024. In the petition signed by Judith Robledo, president, the
Debtor disclosed $944,669 in assets and $4,659,667 in liabilities.
Judge Deborah J. Saltzman oversees the case.
Steven R. Fox, Esq., at the Fox Law Corporation, Inc., represents
the Debtor as legal counsel.
PHINIA INC: S&P Rates Proposed $425MM Senior Secured Notes 'BB+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to PHINIA Inc.'s proposed $425 million senior
secured notes due 2029. The '3' recovery rating indicates S&P's
expectation for average (50%-70%; rounded estimate: 60%) recovery
in the event of a payment default. The company will use the
proceeds from these notes to refinance its existing $425 million
term loan B due 2028. Therefore, S&P views the transaction as
leverage neutral, though it will likely provide PHINIA with
marginal interest savings in 2024. All of S&P's existing ratings on
the company are unchanged. The stable outlook reflects S&P's
expectation that PHINIA will maintain leverage of below 1.5x and
free operating cash flow (FOCF) to debt of more than 25% over the
next 12 months.
S&P said, "We expect flatter overall light-vehicle production in
2024, with a decline in internal combustion engine (ICE) vehicle
production globally and declines in commercial vehicle production
across North America and Europe. Despite this, we believe PHINIA
will increase its revenue by about 0.5% in 2024 as it picks up
conquest wins, benefits from original equipment manufacturers'
(OEMs) increasing pivot toward hybrids, and expands its aftermarket
business. We expect the company will maintain S&P Global
Ratings-adjusted EBITDA margins of about 14.2% in 2024, which
compares with 14.1% in 2023 (after adjusting for one-time spin off
costs), as it continues to benefit from the growth of its
aftermarket business and its cost-reduction initiatives, which will
be somewhat offset by increased labor and corporate costs. We
expect lower spin-off costs, as well as consistent earnings, will
likely enable PHINIA to increase its FOCF to debt to 30.5% in
2024.
"Despite the decelerating adoption of vehicle electrification over
the near term, we believe its penetration will continue to increase
over the longer term and rise above 20% by 2025 globally, which
remains a risk to the company's largely ICE-centric products,
particularly in the fuel systems segment (63% of 2023 sales). The
longer ICE-tail, as well as the OEMs' pivot toward hybrids, will
likely help PHINIA sustain its earnings profile for some time.
Furthermore, we believe the company remains well-positioned to gain
share in the shrinking ICE market as smaller players are forced out
and larger players shift their capital spending toward
electrification.
"We believe PHINIA will remain committed to maintaining a
conservative leverage profile, especially given its 1x net leverage
target. We forecast the company's S&P Global Ratings-adjusted
leverage will be about 1.2x in 2024, which compares with about 1.3x
in 2023. We anticipate PHINIA will continue using its FOCF to fund
its dividend, repurchase shares, and make tuck-in acquisitions
focused on the aftermarket business or alternative fuel systems. We
don't forecast any significant debt-funded mergers and acquisitions
or share repurchases in our base-case forecast."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario assumes a payment default in
2029 due to a sustained economic downturn that reduces customer
demand for new automobiles; intense pricing pressure from
competitive actions by other auto suppliers, aftermarket companies,
and/or raw material vendors; and the potential loss of one or more
key customers. S&P expects these conditions would reduce PHINIA's
volumes, revenue, gross margins, and net income, thereby decreasing
its liquidity and operating cash flow.
-- S&P values the company as a going concern using an EBITDA
multiple approach because it believes that, following a payment
default, it would likely be reorganized rather than liquidated due
to its market position and intellectual property, which would
continue to support a viable business.
Simulated default assumptions
-- Year of default: 2029
-- Jurisdiction: U.S.
-- All debt: includes six months of accrued interest
-- Administrative claims: 5% of enterprise value
Simplified waterfall
-- Gross enterprise value: $761 million
-- Administrative costs: $38 million
-- Net enterprise value: $723 million
-- Enterprise value multiple: 5.0x
-- EBITDA at emergence: $152 million
-- Valuation split (obligors/nonobligors): 25%/75%
-- Total value available to secured claims: $533 million
-- Total first-lien debt: $1103 million
--Recovery expectations: 50%-70% (rounded estimate: 60%)
PIONEER INTER-DEVELOPMENT: Taps Gamberg & Abrams as Legal Counsel
-----------------------------------------------------------------
Pioneer Inter-Development, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Gamberg & Abrams as its general bankruptcy counsel.
The firm will provide these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management and operation of its business and
properties;
(b) attend meetings and negotiating with representatives of
creditors and other parties, and advising the Debtor on the conduct
of its case, including all of the legal and administrative
requirements of operating in Chapter 11;
(c) advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;
(d) advise the Debtor regarding legal issues arising in or
relating to its ordinary course of business;
(e) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtor may be
involved and objections to claims filed against the estate;
(f) prepare legal papers;
(g) negotiate and prepare a plan of reorganization, disclosure
statement and all related documents, and taking any necessary
action to obtain confirmation of such plan;
(h) attend meetings with third parties and participating in
negotiations;
(i) appear before the bankruptcy court, any appellate courts,
and the Office of the U.S. Trustee;
(j) perform all other necessary legal services for the Debtor;
and
(k) assist the Debtor in regard to review, analysis and
pursuit for avoidance actions.
The firm will be paid at these rates:
Thomas L. Abrams $500 per hour
Jared L. Gamberg $450 per hour
The firm received a retainer in the amount of $65,000.
As disclosed in court filings, Gamberg & Abrams is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Thomas L. Abrams, Esq.
GAMBERG & ABRAMS
633 S. Andrews Avenue, #500
Fort Lauderdale, FL 33301
Tel: (954) 523-0900
Fax: (954) 915-9016
Email:tabrams@tabramslaw.com
About Pioneer Inter-Development
Pioneer Inter-Development, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-18321) on Oct. 12, 2023, listing up to $50,000 in both assets
and liabilities.
Michael A. Frank, Esq. at the Law Office of Michael A. Frank and
Rodolfo H. De La Guardia represents the Debtor as counsel.
PIZZA BUFFET: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Nine affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Ansari Pizza, LLC 24-01433
DBA Cici's Pizza
525 East Jackson Street, Unit 708
Orlando, FL 32801
5033 West 192, LLC 24-01434
DBA Cici's Pizza #585
525 East Jackson Street, Unit 708
Orlando, FL 32801
7437 International Drive, LLC 24-01435
DBA Cici's Pizza #580
525 East Jackson Street, Suite 708
Orlando, FL 32801
7763 West 192, LLC 24-01436
DBA Cici's Pizza #797
525 East Jackson Street, Unit 708
Orlando, FL 32801
Pizza Buffet 749 LLC 24-01438
DBA Cici's Pizza #749
525 East Jackson Street, Unit 708
Orlando, FL 32801
Pizza Buffet Clearwater, LLC 24-01439
DBA Cici's Pizza #897
525 East Jackson Street, Unit 708
Orlando, FL 32801
Pizza Buffet Gatlinburg, LLC 24-01440
DBA Cici's Pizza #900
525 East Jackson Street, Unit 708
Orlando, FL 32801
Pizza Buffet Pigeon Forge, LLC 24-01442
DBA Cici's Pizza #888
525 East Jackson Street, Unit 708
Orlando, FL 32801
Pizza Unlimited Sevierville, LLC 24-01443
DBA Cici's Pizza #822
525 East Jackson Street, Unit 708
Orlando, FL 32801
Business Description: The Debtors operate a pizza buffet chain.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Judge: Hon. Grace E. Robson
Debtors' Counsel: R.Scott Shuker, Esq.
SHUKER & DORRIS, P.A.
121 S. Orange Avenue
Suite 1120
Orlando, FL 32801
Tel: (407) 337-2060
Email: rshuker@shukerdorris.com
Ansari Pizza's
Estimated Assets: $1 million to $10 million
Ansari Pizza's
Estimated Liabilities: $1 million to $10 million
5033 West's
Estimated Assets: $500,000 to $1 million
5033 West's
Estimated Liabilities: $1 million to $10 million
7437 International's
Estimated Assets: $500,000 to $1 million
7437 International's
Estimated Liabilities: $1 million to $10 million
7763 West 192's
Estimated Assets: $100,000 to $500,000
7763 West 192's
Estimated Liabilities: $1 million to $10 million
Pizza Buffet 749's
Estimated Assets: $100,000 to $500,000
Pizza Buffet 749's
Estimated Liabilities: $1 million to $10 million
Pizza Buffet Clearwater's
Estimated Assets: $500,000 to $1 million
Pizza Buffet Clearwater's
Estimated Liabilities: $1 million to $10 million
Pizza Buffet Gatlinburg's
Estimated Assets: $100,000 to $500,000
Pizza Buffet Gatlinburg's
Estimated Liabilities: $1 million to $10 million
Pizza Buffet Pigeon's
Estimated Assets: $100,000 to $500,000
Pizza Buffet Pigeon's
Estimated Liabilities: $1 million to $10 million
Pizza Unlimited Sevierville's
Estimated Assets: $100,000 to $500,000
Pizza Unlimited Sevierville's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Nabeel T. Ansari as manager.
Full-text copies of the petitions containing, among other items,
lists of the Debtors' largest unsecured creditors are available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/53OOLRQ/Ansari_Pizza_LLC__flmbke-24-01433__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CXWUNQQ/5033_West_192_LLC__flmbke-24-01434__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/MHWVCXQ/7437_International_Drive_LLC__flmbke-24-01435__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/MA5OSUA/7763_West_192_LLC__flmbke-24-01436__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/MOMDPSY/Pizza_Buffet_749_LLC__flmbke-24-01438__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/MJ3DMLI/Pizza_Buffet_Clearwater_LLC__flmbke-24-01439__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/UQ6ETLI/Pizza_Buffet_Gatlinburg_LLC__flmbke-24-01440__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/U7KJGVY/Pizza_Buffet_Pigeon_Forge_LLC__flmbke-24-01442__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/UZOROZY/Pizza_Unlimited_Sevierville_LLC__flmbke-24-01443__0001.0.pdf?mcid=tGE4TAMA
POTTERS BORROWER: S&P Affirms 'B' Rating on First-Lien Term Loan
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on the
Potters Borrower L.P.'s first-lien term loan and upsized revolving
credit facility. S&P's '3' recovery rating (50%-70%; rounded
estimate: 55%) is unchanged.
The stable outlook reflects S&P's expectation that Potters' credit
metrics will remain within its expected range over the next 12
months.
Higher gross debt and interest expense are offset by Potters'
operating track record, and the company's free cash flow generation
profile, which have enabled it to organically deleverage since it
became an independent entity in 2020.
Potters has successfully expanded its EBITDA and generated positive
free operating cash flow (FOCF) in each of the first three years of
its operation as an independent, stand-alone entity. S&P
Ratings-adjusted EBITDA has risen sequentially, from $69 million in
2020, to $74 million in 2021, $88 million in 2022, and $93 million
in 2023. Potters achieved this despite facing both higher costs and
demand headwinds in certain of its business segments, including
higher natural gas, labor, and raw material costs, and weak demand
in its industrial (about 36% of revenue) and European (about 22% of
revenue) end markets in 2023. The company has also steadily
improved its credit metrics over this time. As a result of timely
price increases to offset cost inflation and steadily growing
demand for its transportation safety (TS) materials, debt to EBITDA
improved to the mid-4x area as of year-end 2023 from above 6x at
the time of our initial rating, providing the company with
sufficient cushion at the current 'B' rating, prior to the
announced transaction.
S&P said, "Our expectation for future earnings driven deleveraging
is tempered by the company's financial policies and sponsor
ownership, which we believe will continue to prioritize shareholder
distributions over debt repayment.
"We expect EBITDA will increase again in 2024 supported by stable
demand and positive pricing in Potters' North American TS business,
relatively strong state and local government balance sheets, a
slight cyclical rebound in performance materials (PM) volumes
exposed to industrial end markets, and incremental EBITDA from its
bolt-on acquisitions. The company will likely also benefit from
certain structural highway safety trends, including the shift
toward wider road linings and enhanced road reflectivity
regulations/requirements, which we expect will support the demand
for its solid glass microsphere products. Potters is currently
investing in production to meet this demand and expects its
brownfield expansion in the Southeast U.S. (currently underway)
will contribute a modest amount of EBITDA ($10 million-$15 million
on a run-rate basis) following project completion sometime in 2025.
We forecast the company's pro forma S&P Ratings-adjusted EBITDA
will reach about $100 million in 2024, which will lead to debt to
EBITDA of about 5x. We also expect Potters will generate slightly
negative FOCF, given its elevated growth spending over the next 12
months.
"While the company's debt to EBITDA may improve below 5x in future
years, our ratings remain constrained by its sponsor ownership and
history of dividend distributions. In our base-case forecast, we
assume Potters will distribute the majority of its FOCF to its
sponsor owners. We also believe it could undertake a dividend
recapitalization if its credit metrics continue to improve.
"The stable outlook reflects our expectation that Potters'
weighted-average credit metrics will remain in line with our
expectations for the current rating over the next 12 months.
Following the funding of the proposed term loan add-on, we expect
the company's credit metrics will deteriorate marginally, with its
funds from operations (FFO) to debt falling to the low-double digit
percent area and its debt to EBITDA rising to about 5x in 2024
(versus about 12% and about 4.5x as of year-end 2023,
respectively). The negative impact on credit metrics from higher
gross debt and continued softness in its PM business--due to
relatively weaker demand in industrial, polymer and plastic, and
construction end markets should be partially offset by incremental
EBITDA from its prospective bolt-on acquisitions, organic growth
projects, steady road maintenance activity in North America, and
consistent pricing gains in its TS segment.
"During a moderate global economic downturn, we would expect stable
demand in the company's TS business to offset the lower volumes in
its PM business because the TS segment benefits from both
nondiscretionary road maintenance spending and certain structural
tailwinds. Our stable outlook also incorporates Potters' strong
FOCF generation, which is offset by our expectation that its
financial policies will continue to prioritize distributions to
ownership over deleveraging in the medium term."
S&P could take a negative rating action on Potters over the next
year if:
-- Demand weakens materially in 2024 with no immediate prospect
for a recovery or it faces increased competition from lower-cost
imports in its PM business such that sales fall by 10% relative to
our current forecast and its EBITDA margins deteriorate by over 200
basis points (bps);
-- The company's liquidity declines such that its sources of funds
fall below 1.2x its expected uses; or
-- Its debt to EBITDA approaches 7x due to further debt-funded
acquisitions or a dividend recapitalization.
S&P could take a positive rating action on Potters over the next 12
months if:
-- The company maintains S&P Global Ratings-adjusted leverage of
below 5x while continuing to generate positive FCF; and
-- S&P is confident ownership is committed to maintaining its
metrics at this level; or
-- S&P revise its assessment of the company's business risk. This
could occur if Potters continues to demonstrate a solid operational
track record as an independent entity, by further expanding its
EBITDA, margins, along with consistent FOCF generation.
R & D TIMBER: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized R & D Timber Co., Inc. to use cash collateral, on a
final basis in accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral for the operation of
its business and payment of business expenses in the ordinary
course.
Enterprise Bank and Leaf Capital Funding, LLC may assert liens in
and to some of the Debtor's personal property, including, but not
limited to, the Debtor's accounts, receivables, and/or payment
rights.
As adequate protection under 11 U.S.C. Sections 363 and 361 for any
security interests of Enterprise Bank and Leaf Capital Funding, LLC
who may assert an interest in the cash collateral, to the extent
that the Debtor uses cash collateral and does not replace it, are
granted replacement liens on post-petition cash collateral to the
same extent, validity, and priority as their pre-petition liens on
the Petition Date in all types and descriptions of collateral that
were properly secured and perfected under the applicable, valid,
and enforceable pre-petition loan documents, for any post-petition
diminution in the pre-petition cash collateral.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=q6R7q2 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$164,681 for March 2024;
$141,061 for April 2024;
$139,821 for May 2024;
$190,647 for June 2024; and
$139,821 for July 2024.
About R & D Timber Co., Inc.
R & D Timber Co., Inc. offers land clearing, excavation, and
forestry mulching services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 24-00577) on February 16,
2024. In the petition signed by Danny L. Bishop, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Elisabetta Gm Gasparini oversees the case.
Kevin Campbell, Esq., at Campbell Law Firm, PA, represents the
Debtor as legal counsel.
RAINIER VIEW: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Code for the Western District of Washington
authorized Rainier View Court III, LLC to use cash collateral, on
an interim basis, in accordance with the budget, with a 10%
variance.
Specifically, the Debtor is permitted to use cash collateral (a)
solely during the Interim Period, (b) to pay the costs and expenses
and for the purposes identified in the Budget with respect to the
Debtor's business operations, and (c) in amounts not to exceed the
aggregate amount authorized under the Budget, subject only to the
adjustments.
Tryon Street Acquisition Trust I, Fidelis Equity and Real Estate
Fund A, LLC ISAOA/ATIMA, Civic Financial Services, Civic Real
Estate Holdings III, LLC, and Nexus Capital, LLC assert an interest
in the Debtor's cash collateral.
As adequate protection, Secured Lenders are granted valid, binding,
enforceable and perfected replacement liens on and security
interests in all Postpetition Collateral, in same extent and with
the same validity and priority as Secured Lenders' liens in
Prepetition Collateral, to secure an amount equal to the decrease,
if any, in the value of Secured Lenders' interest in cash
collateral as of the Petition Date.
The Debtor will continue to maintain insurance on its assets as the
same existed as of the Petition Date.
In accordance with 11 U.S.C. section 507(b), if, notwithstanding
the foregoing protections, Secured Lenders have a claim allowable
under 11 U.S.C. section 507(a)(2) arising from the stay of action
against the Prepetition Collateral from the use, sale, or lease of
such collateral, or from the granting of any lien on the
collateral, then Secured Lenders' claims will have priority over
every other claim allowable under 11 U.S.C> section 507(a)(2),
in any amount equal to the decrease, if any, in the value of
Secured Lenders' interests in the Prepetition Collateral as a
result of the Debtors' use of cash collateral.
A final hearing on the matter is set for April 10, 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=SBoPi3 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$17,499 for March 2023;
$16,374 for April 2023;
$17,699 for May 2023;
$17,149 for June 2023; and
$18,474 for July 2023.
About Rainier View Court III, LLC
Rainier View Court III, LLC owns three properties located in the
state of Washington having a total current value of $14.05 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-40549) on March 14,
2024. In the petition signed by Vance Ostrander, managing member,
the Debtor disclosed $14,114,687 in total assets and $9,550,128 in
total liabilities.
Judge Brian D Lynch oversees the case.
Thomas A Buford, Esq., at Bush Kornfield, LLP, represents the
Debtor as legal counsel.
RED EFT: Ongoing Business Operations to Fund Plan
-------------------------------------------------
Red EFT, LLC filed with the U.S. Bankruptcy Court for the Northern
District of New York a Small Business Subchapter V Plan dated March
18, 2024.
The Debtor is a single-truck commercial truck business located at
1580 Helderberg Trail Berne, New York 12023. The Debtor is operated
and managed by its sole-member, Mr. Josh Mills, a commercially
licensed truck driver.
The Plan shall be funded from ongoing revenues derived by the
Debtor's ongoing business operations. The final Plan payment is
expected to be paid 36-months from date of confirmation.
Class 3 consists of General Unsecured Creditors. General Unsecured
Creditors shall receive no less than 2%. General unsecured claims
are estimated to total $265,500.00. This Class is impaired.
Equity Interest holder Josh Mills shall retain 100% of the
shareholder interests in the reorganized Debtor.
The Plan will be implemented by the Debtor remitting payment to
creditors from the Debtor's cash flow as well as ongoing
contributions (as necessary) from the Debtor's membership.
A full-text copy of the Subchapter V Plan dated March 18, 2024 is
available at https://urlcurt.com/u?l=ot9Pfs from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Michael Boyle, Esq.
Boyle Legal, LLC
64 2nd Street
Troy, NY 12180
Tel: (518) 407-3121
Fax: (518) 516-5075
Email: mike@boylebankruptcy.com
About Red Eft, LLC
RED EFT LLC is a single-truck commercial truck business located at
1580 Helderberg Trail Berne, New York 12023.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-10037-1) on January
15, 2024. In the petition signed by Joshua I Mills, managing
member, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Robert E. Littlefield Jr. oversees the case.
Michael Boyle, Esq., at Boyle Legal LLC, represents the Debtor as
legal counsel.
REMARKABLE HEALTHCARE: Seeks Cash Collateral Access
---------------------------------------------------
Remarkable Healthcare of Carrollton LP and affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Texas, Sherman
Division, for authority to use the cash collateral of Alleon
Capital Partners and provide adequate protection.
The Debtors require the use of cash collateral to pay post-petition
operating expenses and obtain goods and services needed to carry on
their businesses in a manner that will avoid irrepareable harm to
their estates.
Alleon Capital Partners has asserted or may assert liens in the
Debtors' deposit accounts and cash. The Prepetition Indebtedness
was identified following the Debtors' review of UCC Financing
Statement filed with the Texas Secretary of State and review of the
Debtors' own records for deposit account control agreements.
The Debtors do not own the real estate, but instead operate the
Facilities through Lease Agreement and Security Agreements with
landlords GMP Dallas NH, Ltd., WAG Development, Ltd., Mustang NH,
LLC, and Guadalupe NH Development, Ltd. As of the Petition Date,
the Debtors are in arrears on their rent obligations to the
Landlords. In the aggregate, the Landlords are owed approximately
$2.19 million in unpaid rent, common area maintenance charges, and
taxes.
In exchange for the use of cash collateral, the Debtors have agreed
to provide adequate protection in the form of, among other things,
adequate protection liens, superpriority claims, and adequate
protection payments to protect the Secured Creditor against any
diminution in the value of their interests in the cash collateral
resulting from the use, sale, or lease of the cash collateral, the
subordination of the Secured Creditor's liens to the Carve-Out, and
the imposition of the automatic stay.
A copy of the motion is available at https://urlcurt.com/u?l=rwe3HI
from PacerMonitor.com.
About Remarkable Healthcare of Carrollton, LP
Remarkable Healthcare of Carrollton, LP and affiliates own and
operate nursing home facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-42098) on November 2,
2023. In the petition signed by Laurie Beth McPike, CEO, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Mark Castillo, Esq., at Carrington, Coleman, Sloman & Blumental,
LLP, represents the Debtor as legal counsel.
RETAIL PARTNERS: Seeks to Hire Griffith Jay & Michel as Attorney
----------------------------------------------------------------
Retail Partners - FTW Ave, LLC seeks approval from the U.S.
Bankrutpcy Court for the Northern District of Texas to hire the law
firm of Griffith Jay & Michel, LLP as its attorneys.
The firm will render these services:
(a) advise the Debtor generally with respect to general
corporate and restructuring matters;
(b) represent and advise the Debtor with respect to matters
that generally arise in this matter or an ordinary chapter 11
case;
(c) assist the Debtor with the protection and preservation of
the estate of the Debtor;
(d) assist the Debtor with preparing necessary motions,
applications, answers, orders, reports, and papers in connection
with and required for the orderly administration of the estate;
and
(e) perform any and all other general corporate and
restructuring legal services for the Debtor in connection with the
Chapter 11 case the Debtor determines are necessary and
appropriate.
Griffith Jay & Michel does not hold any interest adverse to the
Debtor in the matters upon which it is to be engaged, according to
court filings.
The firm can be reached through:
Mark Joseph Petrocchi
Griffith, Jay & Michel, LLP
2200 Forest Park Blvd
Fort Worth, TX 76110
Phone: (817) 926-2500
Email: mpetrocchi@lawgjm.com
About Retail Partners - FTW Ave
Retail Partners is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
Retail Partners - FTW Ave, LLC seeks approval from the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40777) on March 4,
2024, listing $1 million to $10 million in both assets and
liabilities. The petition was signed by Louis Edward "Eddie" Martin
III as manager.
Mark Joseph Petrocchi, Esq. at Griffith, Jay & Michel, LLP
represents the Debtor as its counsel.
RISE DEVELOPMENT: Hires Richard A. Klass as Special Counsel
-----------------------------------------------------------
Rise Development Partners, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ The
Law Office of Richard A. Klass, Esq. as special litigation
counsel.
The firm's services include:
(a) performing legal services related to construction contracts,
projects and mechanic's liens, including litigation on behalf of
the Debtor concerning the aforementioned mechanic's liens and
construction projects, including without limitation, the
disposition and resolution of such mechanic's liens and related
litigation;
(b) advising the Debtor with respect to pending litigations
commenced by the Debtor, including without limitation,
construction-related litigations, and other claims or causes of
action that the Debtor may pursue; and
(c) advising the Debtor with respect to the litigations pending
and commenced against the Debtor and related issues, which
includes, without limitation, claim objections and resolutions
which pertain and are related to construction projects and
matters.
The firm will be paid at these rates:
Attorneys $600 per hour
Associates $450 per hour
Paralegals $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard A. Klass, Esq., a partner at The Law Office of Richard A.
Klass, Esq., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Richard A. Klass, Esq.
The Law Office of Richard A. Klass, Esq.
6 Court Street, 28th Floor
Brooklyn, NY 11241
Tel: (718) 643-6063
About Rise Development Partners, LLC
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.
ROBERTSHAW US: Gets Court Nod to Sell Assets by Auction
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
given the go-signal for Range Parent, Inc. to sell substantially
all assets of the company and its subsidiaries by auction.
The court granted the motion by Range Parent and its subsidiaries,
including Robertshaw US Holding Corp., to sell their assets to an
entity to be formed by an ad hoc group of lenders and One Rock
Capital Partners, LLC, or to another buyer with a better offer.
The new entity will serve as the stalking horse bidder pursuant to
its sale agreement with the companies.
Under the sale agreement, the stalking horse bidder will purchase
the assets through a credit bid of up to $273 million; assume
certain liabilities of the companies; and fund the wind-down budget
or the anticipated costs of the wind-down of the companies'
operations and payments following the closing of the sale.
In the event it is not selected as the winning bidder, the stalking
horse bidder will receive expense reimbursement of $2.5 million.
Timothy Davidson II, Esq., the companies' attorney, said the assets
will be put up for bidding to "maximize value for the estates."
Under the court-approved bid rules, the deadline for submission of
qualified bids is on May 3, at 4:00 p.m. (prevailing Central Time).
Each qualified bid must be accompanied by a cash deposit in an
amount equal to not less than 10% of the aggregate purchase price
of the bid.
An auction will be held on May 7, at 10:00 a.m. (prevailing Central
Time) if the companies receive qualified bids. The companies will
announce the winning bidder at least two business days following
the auction.
The sale of the companies' assets to the winning bidder will be
considered at a court hearing set for May 14, at 10:00 a.m.
(prevailing Central Time). Objections to the sale are due by May 1,
at 4:00 p.m. (prevailing Central Time).
In case the stalking horse bidder is selected as the winning
bidder, the sale hearing will not begin until the conclusion of the
hearing on Adversary Proceeding No. 24-3024 (Robertshaw US Holding
Corp. et al. v. Invesco Senior Secured Management Inc.) scheduled
to commence on May 14.
About Robertshaw US Holding
Robertshaw US Holding Corp., along with its affiliates, is a global
leader in designing and manufacturing innovative control systems
and components for the appliance and HVAC industries.
Robertshaw US Holding and its affiliates filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024,
with $500 million to $1 billion in assets and liabilities. John
Hewitt, chief executive officer, signed the petitions.
The Debtors tapped Hunton Andrews Kurth, LLP & Latham & Watkins,
LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment
banker and financial advisor; and KPMG, LLP as accountant, tax
advisor and auditor. Kroll Restructuring Administration, LLC is the
claims, noticing, solicitation and balloting agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP.
ROCKET MORTGAGE: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings has affirmed Rocket Mortgage, LLC's Ba1 corporate
family and long-term senior unsecured ratings. Rocket Mortgage's
outlook remains stable.
RATINGS RATIONALE
The affirmation of the ratings reflects Rocket Mortgage's strong
franchise in the US mortgage market, supporting its strong
capitalization and funding profile, and its historically strong
earnings capacity. The affirmation also reflects the unique
strength to Rocket Mortgage's franchise of the potentially
complementary businesses that its parent, Rocket Companies Inc.,
owns.
Rocket Mortgage is the largest retail and one of the largest
overall mortgage originators in the US. Historically, the company
has also been one of the most profitable US mortgage originators.
However, given the challenging market for US mortgage originators
along with the challenges that the company continues to face in
strengthening its purchase origination franchise, profitability has
been well below historical levels over the last two years.
Rocket Companies reported a net loss of $390 million, or -1.9%
return on average assets (ROAA), in 2023 following net income of
$700 million in 2022. Excluding a $29 million write up in mortgage
servicing rights (MSRs), the company had a core after-tax loss of
$418 million in 2023. With the company having a higher refinance
origination market share than for purchase originations, it has
seen origination volumes decline more than aggregate originations.
In 2023, Rocket Mortgage originated $79 billion of total closed
loans, compared with $133 billion in 2022 and $351 billion in
2021.
Moody's expects that Rocket Mortgage's longer-term profitability
will improve materially from current levels as it strengthens its
purchase origination franchise and continues to right-size its
overhead costs to reflect current origination volumes. However,
over the next 12-18 months, Moody's expects profitability to remain
below the company's historical levels and that the company will be
unable to consistently generate net income to assets (excluding MSR
fair value marks) of more than 5.0%.
Rocket Mortgage's capitalization is currently very strong. As loans
held for sale have declined materially with the decline in
origination volumes and shareholder distributions have been
limited, the company's tangible common equity (TCE) to adjusted
tangible managed assets (TMA) has risen materially to 43% as of
December 31, 2023, up from 24% as of December 31, 2020. Moody's
expect the company's financial policy will remain conservative
until the company returns to strong profitability.
The company's funding profile is somewhat weaker than those of its
higher-rated finance company peers. Like other non-bank mortgage
companies, Rocket Mortgage relies on secured repurchase facilities
to fund a large percentage of its residential mortgage
originations. However, its funding profile is solid and stronger
than most rated non-bank mortgage companies given its modest
reliance on secured corporate debt, the long tenor of its unsecured
corporate debt, and the availability of a $1.25 billion bank
unsecured revolving credit facility. Furthermore, with the recent
steep drop in originations, the percentage of mortgage originations
funded with corporate cash has increased materially, at least for
the near term, reducing the company's reliance on repurchase
facilities. As a result, the company is far less sensitive to the
increase in interest rates than rated non-bank mortgage companies.
Lastly, as of December 31, 2023, the company had around 75% of its
warehouse/repurchase facilities with original tenors of more than a
year, reducing its refinancing risk; typically, mortgage
origination warehouse facilities have maturities of 364 days.
The stable outlook reflects Moody's expectation that while Rocket
Mortgage's profitability will likely be below its historical levels
over the next 12-18 months, the company will maintain its strong
financial profile.
The Ba1 senior unsecured bond rating is at the same level as Rocket
Mortgage's Ba1 corporate family rating and incorporates the
priority of claim and strength of asset coverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The company's ratings could be upgraded if it is able to
demonstrate improved profitability from its purchase mortgage
originations while achieving and maintaining: 1) expected long-term
strong profitability such as net income to assets (excluding MSR
fair value marks) in excess of 5.0%, 2) a strong capital position
with its ratio of TCE to TMA remaining above 20%, 3) solid
financial flexibility, such as keeping its secured debt to gross
tangible assets ratio below 50% and its secured MSR debt to
corporate debt below 20%, and 4) low refinance risk on its
warehouse facilities with an average warehouse line maturity runway
of more than 12 months.
The company's ratings could be downgraded if its financial profile
or franchise position weaken. In particular, the ratings could be
downgraded if the company's TCE to TMA ratio declines to less than
20% or if profitability remains weak such that Moody's expects its
net income to average assets to remain below 4.0%. Until net income
to average assets is again consistently above 3.0%, the company's
ratings could be downgraded if TCE to TMA decreased and was
expected to remain below 27.5%.
In addition, negative ratings pressure may develop if 1) the
percentage of non-government sponsored entity and non-government
loan origination volumes grow to more than 10% of the company's
total originations without a commensurate increase in alternative
liquidity sources and capital to address the riskier liquidity and
asset quality profile that such an increase would entail, or 2)
refinance risk increased such that the average remaining time to
maturity of the company's warehouse lines decreased and what
expected to remain less than 12 months. An increase in the
company's reliance on secured debt, whereby secured MSR and secured
corporate debt to total corporate debt increased and was expected
to remain above 20%, could result in a downgrade of the long-term
senior unsecured rating, as it would further subordinate the debt's
priority ranking.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
RRG INC: Seeks to Hire Rhoden CPA Firm as Accountant
----------------------------------------------------
RRG, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Georgia to employ Rhoden CPA Firm as
accountant.
The firm will examine and maintain the Debtor's books and records
of the accounts, and prepare all necessary forms, reports and
returns.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Richard Rhoden, CPA
Rhoden CPA Firm
808 Greene Street
Augusta, GA 30901
Tel: (706) 724-7979
About RRG, Inc.
RRG, Inc. is a company in Cumming, Ga., which is primarily engaged
in providing food services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-10075) on January 31,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Mark Rinna, president, signed the petition.
Judge Susan D. Barrett oversees the case.
Bowen Klosinski, Esq., at Klosinski Overstreet, LLP represents the
Debtor as legal counsel.
RYDERS PUBLIC: Seeks to Hire ImpAcct LLC as Accountant
------------------------------------------------------
Ryders Public Safety LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ ImpAcct, LLC, as its
accountant and bookkeeper.
ImpAcct LLC will perform accounting and bookkeeping services,
including preparing income tax returns as well as any required
state income tax filings. The accountant may also consult with
Debtor regarding bookkeeping assistance and review of journal
entries and transactions.
The firm will charge $85 per hour for bookkeeping services and $250
per hour for tax related services.
ImpAcct, LLC does not hold or represent any interest adverse to
Debtor or Debtor's estate and is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14), according to court
filings.
The firm can be reached through:
Teresa Lindberg
ImpAcct, LLC
9101 Harlan St #135
Westminster, CO 80031
Phone: (720) 535-6914
About Ryders Public Safety LLC
Ryders Public Safety LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No,
24-10666) on Feb. 16, 2024, listing $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Thomas B Mcnamara presides over the case.
Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C.
represents the Debtor as counsel.
RYMAN HOSPITALITY: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' rating to RHP Hotel
Properties, LP's senior unsecured notes offering. The notes
offering will rank pari passu with all other senior unsecured debt.
The company intends to use the net proceeds from the $800 million
offering for the repayment of their $800 million Gaylord Rockies
term loan due in 2024.
Fitch has also affirmed the ratings of Ryman Hospitality
Properties, Inc. (RHP) and RHP Hotel Properties, LP, including
their Long-Term Issuer Default Ratings (IDRs) at 'BB-', secured
debt at 'BB+/RR1', and unsecured debt at 'BB-/RR4'.
Fitch views RHP's issuance as a credit positive, as it enhances the
company's access to capital given the improved unencumbered pool.
The refinancing also boosts RHP's liability profile as it increases
the weighted average years to maturity. These factors position RHP
well in terms of financial flexibility, as the company continues to
evolve its structure more in line with its hotel REIT peers.
Fitch has withdrawn the IDR of Aurora Convention Center Hotel, LLC,
as it is no longer relevant to the agency's coverage as Fitch no
longer rates any debt at the entity.
KEY RATING DRIVERS
Improvement in Financial Structure: Fitch views RHP's refinancing
of the $800 million Gaylord Rockies term loan with unsecured notes
as a credit positive. The transition to a greater unsecured
financial structure is in line with its REIT hotel peers and
demonstrates RHP's strengthened capital access.
The refinancing will also push out the maturities to 2026, when the
Block 21 CMBS loan comes due, representing approximately 4% of
total debt outstanding. These improvements support RHP's
aforementioned evolved capital access consistent with last May's
offerings.
Solid Balance Sheet Management: Fitch forecasts RHP will maintain
net leverage metrics appropriate for the 'BB-' rating despite
normalizing leisure demand and general economic uncertainty. This
is thanks to solid forward-booking trends and favorable contracted
group bookings. Compared to peers, RHP has greater visibility into
future cash flows and protection from cancellation and attrition
fees, which Fitch views favorably. Net leverage was 4.2x for the YE
2023, at the lower end of the company's policy of 4x-4.5x. The
solid liquidity position is supported by the company's commitment
to improve its financial profile by working to unencumber its asset
pool.
Strength in Group Business: RHP has continued to capture group
demand at attractive rates without compromising occupancy,
evidenced by the yoy ADR growth of 3.7% for 2023. This momentum
continues into 2024 as the projected revenue on the books for
future periods exceeds pre-pandemic metrics.
RHP has successfully rotated customers within brand offerings to
support group retention, which offers a recurring revenue stream.
Over the last two years, roughly 69% of new group room nights
production was made up of retention group business. These recent
trends favor Ryman's operating model, which supports cash flow
visibility through repeat business and forward bookings.
High-Quality, Differentiated Portfolio: RHP owns a high-quality,
concentrated portfolio of six specialized hotels with strong
competitive positions in the large group destination resort market.
The company's smallest large group hotel has 1,002 rooms, and five
of its six largest hotels rank within the 10 largest non-gaming
U.S. hotels as measured by exhibit and meeting space square
footage.
RHP's portfolio also has the highest space-to-rooms ratio in the
segment. Group business accounts for approximately 73% of total
room nights, which are in multi-year advance booking windows. High
capital costs and long lead times provide some barriers to new
supply in RHP's niche property type.
Volatile Cash Flows: Hotel industry cyclicality is a key credit
concern. Hotels re-price their inventory daily, resulting in the
shortest lease terms and least stable cash flows within commercial
real estate. Economic cycles and exogenous events (i.e. acts of
terrorism) have historically caused or exacerbated industry
downturns. The average large group bookings window is approximately
2.7 years, which provides RHP with better revenue visibility than
most hotel REITs.
Longer lead times can cause group demand to lag that of the overall
industry, which can buffer cash flows during downturns and delay
them during recoveries. RHP's Entertainment segment (a small but
growing share of segment EBITDA) provides some additional cash flow
diversification and stability. The segment includes unique,
valuable entertainment content stemming from the Grand Ole Opry's
nearly 100 years of history, as well as other branded entertainment
and/or F&B assets.
Parent Subsidiary Linkage: Fitch rates the IDRs of the parent REIT
and subsidiary operating partnership on a consolidated basis, using
the weak parent/strong subsidiary approach under its "Parent and
Subsidiary Linkage Criteria." Open access and control factors are
strong, based on the entities operating as a single enterprise with
strong legal and operational ties.
For Aurora, Fitch applies the strong parent/weak subsidiary
approach, and its ratings are equalized with the parent's. Fitch
views legal incentives as medium given certain completion
guarantees and RHP's 10% principal guarantee. Fitch views strategic
and operational incentives as high given the asset's high quality,
potential for growth, and common branding and management.
DERIVATION SUMMARY
RHP is more concentrated by assets, geography and chainscale (i.e.
hotel quality) than its peer Host Hotels & Resorts (BBB / Stable).
Additionally, RHP's focus on the large group segment differentiates
it from its peers. While RHP's entertainment assets generate a
small (but growing) portion of its overall EBITDA, Fitch views the
diversification as a credit positive. RHP's high portfolio
concentration by assets, markets, price/amenity level, brand and
property manager are consistent with speculative grade ratings.
RHP has demonstrated access to common equity, private placement
unsecured bonds and bank debt, secured debt, and joint ventures.
However, Fitch believes the company's access to many of these
capital avenues is relatively weaker than more established REIT
issuers that own portfolios with more stable, longer lease duration
property types in core urban markets generally favored by
institutional equity investors and lenders.
Fitch rates the IDRs of the parent REIT and subsidiary operating
partnership on a consolidated basis using the weak parent/strong
subsidiary approach and open access and control factors based on
the entities operating as a single enterprise with strong legal and
operational ties.
KEY ASSUMPTIONS
- Occupancy increases of 2% in 2024, 4% in 2025 and 2% in 2026
(Occupancy 68% in 2023, 70% in 2024, in 71% in 2025 and 73% in
2026);
- ADR declines of -11% in 2024, -3% in 2025 and -1% in 2026;
- EBITDA margins of 30-31% through forecast period;
- Annual Capex 8% of through forecast period;
- Fitch assumes normalized dividends beginning in 2023 with annual
dividend/share growth of 2% thereafter.
RECOVERY ANALYSIS
Fitch considers RHP and its subsidiaries' senior secured debt
Category 1, given no elements present of Category 2 first- lien
debt. Though the secured debt at RHP Hotel Properties, L.P. is
secured by a subsidiary equity pledge, there no material subsidiary
level debt at the subsidiaries where there is a pledge.
Additionally, there are covenants surrounding the pledged
properties and their support of the secured debt. As a result,
RHP's secured debt is rated 'BB+'/'RR1' and unsecured debt rated
'BB-'/'RR4'.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch's expectation and public commitment for net leverage to
remain below 4.0x;
- Greater portfolio diversification by market, asset, brand and
manager;
- Sustained improvement in EBITDA margins.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Fitch's expectation for net leverage to sustain above 5.0x;
- Entertainment spinoff resulting in lower EBITDA and thus elevated
leverage;
- Prolonged retraction of corporate travel demand in impending
recessionary environment;
- Slower than expected return from Block 21.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Well-Positioned: As of Dec. 31, 2023, RHP had $591.8
million in unrestricted cash and an aggregate amount of $745.5
million available on its company and OEG revolving credit
facilities.
The company's refinancing of the $800 million Gaylord Rockies Term
Loan with $800 million unsecured notes pushes out the next maturity
to 2026 when the Block 21 CMBS loan comes due. The replacement of
secured debt with unsecured debt also improves the company's
unsecured asset pool, which is a credit positive. Ryman's ability
to demonstrate consistent access to capital markets at sustainable
rates from a multitude of sources supports its solid balance sheet
position.
ISSUER PROFILE
RHP is a lodging and hospitality REIT specializing in upscale
convention center resorts and country music entertainment
experiences. It owns five of the top 10 largest non-gaming
convention center hotels in the U.S. under the Gaylord Hotels brand
and managed by Marriott International.
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
----------- ------ -------- -----
Aurora Convention
Center Hotel, LLC LT IDR WD Withdrawn BB-
Ryman Hospitality
Properties, Inc. LT IDR BB- Affirmed BB-
RHP Hotel
Properties, L.P. LT IDR BB- Affirmed BB-
senior unsecured LT BB- New Rating RR4
senior unsecured LT BB- Affirmed RR4 BB-
senior secured LT BB+ Affirmed RR1 BB+
SBG BURGER: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized SBG Burger Opco, LLC and affiliates to
use the cash collateral of City National Bank of Florida on a final
basis.
The Debtors require the use of cash collateral to fund their
day-to-day operations which includes payroll, rent, vendors, and
the purchase of inventory.
As of the Petition Date, the CNB Debtors are indebted to CNB in an
amount equal to $48.806 million in outstanding principal and
$459,338 in accrued interest.
The Pre-Petition Indebtedness is secured by valid, enforceable,
properly perfected, first priority, and unavoidable liens on and
security interests on and encumbering substantially all of the
tangible and intangible assets of the CNB Debtors pursuant to the
terms of (i) the Loan and Security Agreement (Main Street Priority
Loan Facility), dated December 4, 2020, by and between, among
others, CNB and the CNB Debtors, (ii) the Promissory Note (Main
Street Priority Loan Facility), dated December 4, 2020 in the
original principal amount of $49.755 million from among others, the
CNB Debtors to CNB, and (iii) those other loan and security
documents, guaranties, UCC-1 financing statements and other related
agreements in connection therewith.
The Debtor is permitted to use cash collateral commencing from
March 5, 2024 through and including (but not beyond) the earliest
to occur of (i) the date on which a Termination Event will occur,
(ii) any order modifying the CNB Debtors' authority to use cash
collateral not consented to by CNB, and (iii) the close of business
on May 1, 2024; provided that the use of cash collateral will be
strictly in accordance with the Budget and the terms of the Final
Order.
In addition to the foregoing, the CNB Debtors grant and agree to
the following additional adequate protection to CNB:
a. On or before each of March 15, 2024 and April 15, 2024, the CNB
Debtors will pay an amount equal to $275,000 to CNB, which AP
Payments will not reduce the Senior Amount in respect of the DIP
Lender Carve Out;
b. The CNB Debtors will provide to CNB, from and after the Petition
Date, with any and all financial and other reporting required under
the Pre-Petition Secured Loan Documents or any other financial and
other reporting or information reasonably requested by CNB within a
reasonable time from request; and
c. The CNB Debtors will maintain insurance coverage as required by
the Office of the United States Trustee and the Pre-Petition
Secured Loan Documents on all insurable assets which serve as
collateral for repayment of Pre-Petition Indebtedness owed to CNB,
and CNB will be named as a loss payee on all applicable insurance
policies.
The events that constitute a "Termination Event" include:
a. Failure of the CNB Debtors to abide by the terms, covenants, and
conditions of the Final Order, the Budget or any Subsequent
Budget;
b. Any Subsequent Budget is not approved by CNB; and
c. The CNB Debtors failure to meet or comply with any of the sale
milestones.
A copy of the order is available at https://urlcurt.com/u?l=TjaWry
from Stretto, the claims agent.
About SBG Burger Opco, LLC
SBG Burger Opco, LLC and affiliates operate 73 Wendy's, 6
McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's
Pizza restaurants across Alabama, Florida, Illinois, Missouri,
Louisiana, Wisconsin and Texas. The Debtors sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 23-04797) on November 14, 2023.
The Debtors are Starboard Group of Space Coast, LLC; Starboard
Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC;
Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC;
7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC;
Starboard with Cheese, LLC; and SBG Burger Opco, LLC.
In the petition signed by Andrew Levy, manager, lead Debtor SBG
Burger Opco, LLC disclosed up to $50,000 in both assets and
liabilities. SBG Alabama listed $1 billion to $10 billion in
estimated assets and $1 billion to $10 billion in estimated
liabilities. SBG Spacecoast listed $10 million to $50 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Cheese listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Tampa listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG SE Florida listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
Judge Tiffany P. Geyer oversees the case.
Scott A. Underwood, Esq., at Underwood Murray, PA, is the Debtor's
legal counsel.
On January 23, 2024, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Bast Amron, LLP as its legal counsel.
SCHUMACHER GROUP: S&P Affirms 'B' ICR, Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating and its
issue-level ratings on The Schumacher Group of Delaware Inc.'s
(SCP) revolver and first-lien debt given leverage (about 6x) that
remains consistent with the rating and adequate liquidity.
S&P said, "The negative outlook is unchanged and reflects our
expectation for continued free cash flow deficits in 2024 (which is
weak for the rating). To a lesser extent, it also reflects downside
risk to our base case given labor inflation exceeding the pace of
reimbursement increases and the reliance on hospital-provided
subsidies.
"Our negative outlook continues to reflect the delay in collections
and free cash flow deficits due to (NSA), timing of flow-through
funds and labor inflation related challenges. Roughly about 30% of
SCP's commercial patient volume is out-of-network and potentially
subject to arbitration under the NSA legislation. The backlog in
this process has led to free cash flow deficits in 2023, and we
expect that to continue for 2024. In addition, we expect
NSA-related expenses to increase in 2024 to $115 per claim from $50
per claim in 2023, resulting in increased overall costs from 2023
and affecting adjusted EBITDA margin."
In addition, on Feb. 21, 2024, UnitedHealth Group's Optum claims
processing platform, Change Healthcare, was hit by a cyber attack.
The event forced Change Healthcare to take its systems offline for
several weeks. Consequently, many health care service providers,
including SCP, were advised to disconnect from Change Healthcare's
information technology systems to avoid the risk of a data breach.
S&P said, "We expect this will further delay collections and
estimate a $20 million-$25 million increase in receivables in the
first quarter of 2024. While we view both the NSA and Change cyber
attack as temporary situations, we believe SCP is more vulnerable
during this disruption, compounded by other pressures including
labor inflation that exceeds the rate of reimbursement. SCP also
relies on subsidy payments from hospital customers to support
margins while conventional payer reimbursement is insufficient."
More specifically, SCP faces higher physician costs due to a tight
labor market. SCP has invested in technology including
artificial-intelligence-driven modeling to improve its hiring
process and better manage staffing decisions. Also, during 2023,
company migrated to variable compensation model for its emergency
medicine physicians that ties about 20% of overall clinician
compensation to volume and productivity. S&P views this as positive
because it helps mitigate the margin pressure from labor
inflation.
S&P said, "We expect low-single-digit percent same-site revenue
growth supplemented by revenue from new contracts. SCP is one of
the largest physician groups providing emergency physicians to
hospitals. The industry is fragmented and highly competitive, with
low barriers to entry. In addition, large and powerful private
third-party payers such as UnitedHealthcare seek to limit emergency
room utilization and increases in payment rates. We expect
low-single-digit percent same-site patient volume growth with
additional growth from new signed contracts. Although subsidy
revenue from hospital customers declined about 5% due to contracts
remediated during 2023, we expect low-single-digit percent growth
in 2024 and beyond. Many hospitals are pushing back against
increasing subsidies to physician groups and are seeking
alternative ways to lower them. SCP has entered several new
contracts that we estimate will add about $30 million of run-rate
EBITDA. It has been remediating underperforming contracts.
"Over the longer term we expect continued pressures on emergency
department volumes given the focus on driving lower-acuity patients
to lower-cost care including telehealth, urgent care, and multicare
facilities."
Reimbursement pressures remains a key risk especially amid labor
inflation. This is a key risk for the industry, both from
government and commercial payers, whose rates are declining or not
rising as fast as labor costs. In 2024, the Centers for Medicare
and Medicaid Services finalized the 1.7% Medicare Physician Fee
Schedule rate cut for 2024, the fourth straight year that physician
payments have decreased. S&P said, "We believe the pricing pressure
from of government payers will ease as Medicare rates are
significantly below commercial rates. We expect only modest
increases in reimbursement from commercial payers, leading service
providers to seek subsidies from hospital customers. We expect this
to constrain SCP's long-term revenue growth and profit margin
expansion."
S&P said, "The negative outlook on SCP reflects our expectation for
free cash flow deficits in 2023 and 2024 due to delays in cash
collections associated with the NSA. To a lesser extent, it also
reflects downside risk to our base case given the challenges from
labor inflation exceeding the pace of reimbursement and reliance on
hospital provided subsidies."
S&P could lower its rating on the Schumacher if we do not see a
viable path for a ratio of S&P Global Ratings-adjusted free
operating cash flow to debt of more than 3% on sustained basis.
This could occur if:
-- There are further delays in the collection of receivables that
lead us to conclude the company will continue generating free cash
flow deficits in 2025; or
-- Margins face material further pressure stemming from labor
inflation exceeding the increase in reimbursement rates, or SCP
cannot mitigate that with subsidy revenues from hospitals.
S&P could revise the outlook to stable if the ratio of SCP's free
cash flow to debt increases and remains above 3% and we expect the
company can offset pressures to margins. This could occur if SCP:
-- Improves collections under the NSA framework, negotiates
in-network contracts with payers; and
-- Offsets labor cost increases with higher prices on payers or
hospital customers.
Social factors are a moderately negative consideration in S&P's
credit rating analysis. Payers, including the government, are eager
to keep patients out of emergency rooms and place them in
less-expensive sites of care. Payers may seek to adapt to the new
trend of out migration of low-acuity patients and consider new
methodologies for evaluating whether an emergency department visit
meets the standards for coverage, which could add volume pressure
on emergency rooms.
Governance factors are a moderately negative consideration in our
credit rating analysis. S&P said, "Our assessment of the company's
financial risk profile as highly leveraged reflects corporate
decision-making that prioritizes the interests of the controlling
owners, in line with our view of most rated entities owned by
private-equity sponsors. Our assessment also reflects the generally
finite holding periods and a focus on maximizing shareholder
returns."
SCIENTIFIC GAMES: Fitch Affirms 'B' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed Scientific Games Holdings LP (SG) at
'B'. The Rating Outlook is Stable.
The 'B' IDR reflects SG Lottery's high leverage as well as its
solid market position in the lottery industry that generates high
margins, durable cashflows and discretionary FCF, despite a
combination of price pressures and high interest rates which have
delayed deleveraging through both EBITDA growth and debt
prepayments. Fitch expects new contract wins and softening input
prices to support free cash flow in 2024. Fitch also recognizes
several cash outflows were one-time in nature related to the 2022
Light & Wonder divestiture. Future deleveraging is expected through
either voluntary prepayments or EBITDA growth.
KEY RATING DRIVERS
Price Pressures Delay Deleveraging: Fitch is now anticipating an
EBITDA leverage ratio of 8.0x in 2023, an increase from the
previously forecasted mid-7x range. The adjustment reflects the
impact of cost inflation, particularly in goods and exchange rates,
which have compressed EBITDA margins despite the issuer exceeding
top line expectations. As a result, deleveraging is expected to be
delayed slightly. Fitch now estimates that leverage will decrease
to just below 7.0x by the end of 2024 and reach the mid-6x range by
the end of 2025, a shift from the earlier projection of 6.5x by
2024.
Cash available for debt prepayment was also delayed due to lower
margins, higher interest expense than forecasted, as well as
several one-time cash outflows related to the 2022 divestiture.
Leverage is set to improve more meaningfully in 2024 as EBITDA
grows from recent contract wins (UK, Brazil, and New Zealand) and
cash flow generation improves. The delayed de-leveraging trajectory
compared to last year is still in the context of the 'B' IDR and
Fitch expects the issuer to be below its negative sensitivity of
7.5x by YE 2024. Fitch believes the lottery business can withstand
higher leverage than traditional casino gaming, given favorable
industry characteristics.
Solid Operating Profile: SG Lottery has a full-suite of lottery
products, including instant games, lottery systems, iLottery
products and retail lottery service solutions. It is a leading
operator in the global instant ticket business, with a
company-estimated market share of about 70% globally. A long-term
operating record is a competitive advantage when bidding on new
concessions. SG Lottery is diversified by both customer (around
150) and location (operating in over 50 countries and 40
jurisdictions in the United States).
Lottery Exposure a Credit Strength: Lottery exhibits favorable
characteristics relative to other forms of gambling. Lottery is
convenient and has broad appeal, exhibits less cash flow
volatility, and has delivered stable low-to-mid single-digit growth
rates even during periods of economic stress. The industry is less
exposed to competitive threats seen elsewhere in the gaming
industry.
Moreover, the industry has exhibited positive lottery
spend-per-capita trends despite meaningful casino development over
the last 20 years, including in states that have legalized
traditional casino gaming (e.g. Illinois, Massachusetts, Ohio,
Pennsylvania). iLottery presents an additional growth driver, to
the extent jurisdictions legalize, and Fitch expects SG Lottery to
achieve consistent market share in its traditional lottery
segments.
High but Manageable Capital Intensity: Lottery is capital intensive
as concessions can require meaningful upfront capex for systems and
equipment installation and some jurisdictions mandate material,
one-time payments as a condition to be awarded long-term
concessions. Capital intensity for the instant tickets segment is
relatively low. Fitch expects capital intensity to be in the high
single digits as a percentage of revenue throughout the forecast as
the company continues to pursue new contracts while maintaining
existing contracts. This is manageable given SG Lottery's solid
EBITDA margins and strong operating cash flows.
Reasonable Concession Payment Risk: SG Lottery's exposure to
one-time concession payments is manageable as its ownership
percentage in joint venture (JVs) that had to pay large upfront
payments does not exceed 30%. Positively, the JVs pay meaningful
recurring distributions to the owners (Fitch includes these
distributions in its EBITDA calculation).
Flexibility to Distributions and Leverage: SG Lottery's debt
agreements provide the company and its sponsor (Brookfield Business
Partners L.P.) significant flexibility as to how they manage
leverage and distribute cashflows, given no discernible
requirements to meaningfully de-leverage and flexibility with
restricted payments. The company establishing a record of operating
with gross leverage below 6.5x, in conjunction with the other
rating sensitivities, could be more consistent with a higher rating
(all things equal).
DERIVATION SUMMARY
SG Lottery's 'B' IDR reflects a high leverage profile, solid
discretionary FCF generation, and favorable exposure to global
lottery versus traditional casino gaming peers. SG Lottery has
strong market positions in both instant tickets and draw lotteries
and benefits from medium- to long-term operating concessions with
its governmental partners. The company is forecasted to end 2023
with leverage of approximately 8.0x and de-leverage to the mid-6.0x
range by 2025 through modest EBITDA growth and debt prepayment.
SG Lottery's credit profile is positioned similarly with other
Fitch rated mid-to-high 'B' category peers, Bally's Corp
(B+/Negative), Great Canadian Gaming Corp. (B+/Stable), albeit with
higher leverage. The ratings reflect Fitch's view that the lottery
business can withstand higher leverage than similarly-rated
land-based casino operators and higher rated gaming supplier peers
Light & Wonder (BB/Stable), Aristocrat Leisure (BBB-/Positive) and
Everi Holdings (BB-/Rating Watch Positive [RWP]). SG Lottery is
weaker than its lottery peer International Game Technology plc
(BB+/RWP) primarily due to meaningfully higher leverage.
KEY ASSUMPTIONS
- Total revenue grows in the low double digits to high single
digits in 2023 and 2024 driven by new contract wins (UK, Brazil,
New Zealand), SGEP conversions, and price pass throughs on input
price inflation. Low to mid-single digit growth in the outer years
of the forecast supported by growth in iLottery. Growth is also
supported by low single digit growth in lottery industry;
- EBITDA margins (excluding JVs) reach trough levels in 2023 due to
high inflationary pressures in paper and ink. EBITDA margin
increases towards normal levels (low to mid 30%) in 2024 and 2025
due to a normalization of print ticket COGS and other supply chain
improvements;
- Capital expenditures as a percent of revenues is assumed to be
mid-to-high single digits, which includes some degree of upfront
capex for potential new contract wins. Capex increases in 2025 due
to contract specific costs;
- FCF margins (before common dividends) improve from negative
levels in 2023 to low double digits in 2026. Use of free cash is
primarily assumed to be used to pay dividends however; company
could also pursue other growth opportunities or pay down debt;
- Distributions from JVs consistent with the historical range;
- Gross debt declines marginally from planned amortization
payments. Deleveraging primarily driven by EBITDA growth. Fitch
assumes no voluntary prepayments in its base case and maintains
revolver utilization of just under 10% throughout the forecast;
- No material M&A. Excess cash flow is reinvested in the business
or distributed to shareholders to extent permissible under debt
covenants;
- Interest assumptions in line with SOFR forward rates. The issuer
has hedged the majority of its interest exposure leading to
relatively stable interest expense throughout the forecast.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that SG Lottery would be reorganized
as a going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim and the $440 million revolver to
be fully drawn at the time of recovery. The current recovery
ratings contemplate nearly $3.0 billion of secured debt claims.
Fitch forecasts a post-reorganization enterprise value (before
administrative claims) of roughly $2.9 billion.
Going-concern EBITDA of about $330 million, which is before
distributions from minority investments (e.g. Lotterie Nazionali
S.r.l), assumes the loss of at least two major lottery contracts
and marginal cyclical pressures on consumer discretionary spending.
It also assumes a forward assumption from the time of distress of
mid-single digit growth for the underlying business given lottery's
historical healthy secular growth rates and SG Lottery's customer
diversification. For reference, SG Lottery's instant ticket revenue
declined only 1% in 2020 due to pandemic-driven retailer shutdowns
globally but growth quickly resumed as facilities re-opened.
The collateral package consists of only the U.S.-based
subsidiaries, which represent a Fitch-estimated 70% of total cash
flows and assets (midpoint of its analysis). The secured lenders
and unsecured noteholders will benefit from the same guarantors,
which are only the U.S.-based subsidiaries. All value estimated for
the foreign subsidiaries is shared on a pro rata basis between any
deficiency claims of secured lenders and the unsecured notes.
Fitch used an EV/EBITDA multiple of 8.0x for the U.S.-based cash
flows, which is on the high side of the range Fitch uses for gaming
companies and the maximum permitted under Fitch's recovery
criteria. The multiple considers SG Lottery's strong market
position and operating track record, as well as the industry's
favorable characteristics such as high, regulated barriers to
entry, low customer churn, less cyclical cash flows, and high
margins. This is in-line with the recovery multiples used for other
gaming operators with similarities of high barriers to entry and
exclusivity. This multiple is also higher than the 5.5x used
historically for supplier peer Everi Holdings (BB-/RWP), which is
exposed to the more volatile and competitive slot machine
sub-sector.
Fitch uses a 7.0x multiple for the foreign cash flows, the maximum
permitted under Fitch's recovery criteria for non-U.S. based
assets. The lower multiple, despite similar business
characteristics, reflects lower transparency of insolvency
valuation outside of the U.S. and historical public market trading
multiple differentials.
Fitch also includes about $350 million of value for SG Lottery's
minority and JV investments that pay recurring distributions, which
have historically been about $50 million. Fitch uses the mid-point
of this range and applies a 7.0x multiple given substantially all
is generated outside of the U.S.
Fitch's waterfall recovery results in a 'BB-'/'RR2' Recovery for
the senior secured credit facilities (71%-90%) and 'B'/'RR4'
recovery for the unsecured notes (31%-50%).
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- The company demonstrating a track record of sustained EBITDA
leverage below 6.5x;
- FCF margin at or above low to mid-single-digits on a sustained
basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage above 7.5x on a sustained basis;
- FCF margin below neutral levels (0%) and/or becoming more
volatile on a sustained basis;
- The company indicating a more aggressive financial policy, which
could be demonstrated by shareholder returns or debt-funded JV
investments;
- Loss of a material lottery contract(s).
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity: SG Lottery had about $27 million in cash as of
Sept. 30, 2023 and over 90% availability under its $440 million
revolver. The company generates CFO margin in the double digits. It
also benefits from over $50 million in annual JV distributions.
This compares with manageable annual amortization of $21 million
and no material upfront concession payments/investments until its
JV's Italian Scratch and Win contract expires in 2028. SG Lottery
contributed $180 million in 2018 to the JV as part of the prior
concession and Fitch believes the company's liquidity sources are
sufficient for potential upfront payments. Fitch assumes capital
allocation will primarily be allocated towards maintaining a more
conservative level of leverage, reinvestment into growth
opportunities, and shareholder returns, to the extent covenants
permit.
ISSUER PROFILE
SG Lottery is a global lottery operator. The company provides
solutions for instant ticket and draw lotteries that include
instant ticket manufacturing and management, lottery systems,
retail solutions, and iLottery platforms. SG Lottery is the leading
player in instant tickets and a top player in draw lotteries. The
company operates in over 60 countries under long-term concession
contracts that have displayed high renewal rates historically.
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
----------- ------ -------- -----
Scientific Games
Holdings LP LT IDR B Affirmed B
senior unsecured LT B Affirmed RR4 B
senior secured LT BB- Affirmed RR2 BB-
SHELTERING ARMS: Hires Epiq as Claims and Noticing Agent
--------------------------------------------------------
Sheltering Arms Children and Family Services, Inc. seeks approval
from the U.S. Bankruptcy Court for the Eastern District of New York
to employ Epiq Corporate Restructuring, LLC as claims and noticing
agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Chapter 11 case of the Debtor.
The firm will be paid at these hourly rates:
IT/Programming $40 - $80
Case Managers $65 - $150
Consultants/ Directors/Vice Presidents $150 - $175
Solicitation Consultant $175
Executive Vice President, Solicitation $185
Executives No Charge
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtors provided Epiq an advance in the amount of $25,000.
Kathryn Tran, a consulting director at Epiq Corporate
Restructuring, 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:
Kate Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (646) 282-2532
Email: kmailloux@epiqglobal.com
About Sheltering Arms Children
and Family Services, Inc.
Founded approximately 200 years ago, Sheltering Arms (formerly
Episcopal Social Services of New York, Inc.), maintained a mission
to foster a society where every child and family it served was
given the opportunity to succeed and thrive. Driven by this
mission, the Debtor maintained a wide array of innovative and
compassionate programs and services designed to enhance the
education, well-being and development of children, their families
and communities.
Sheltering Arms Children and Family Services, Inc. in New York, NY,
filed its voluntary petition for Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 24-41037) on March 7, 2024, listing as much as
$10 million to $50 million in both assets and liabilities. Judith
Pincus as chief executive officer, signed the petition.
Judge Jil Mazer-Marino oversees the case.
GARFUNKEL WILD, P.C. serve as the Debtor's legal counsel.
SHEN ZEN TEA: Hires Neeleman Law Group as Legal Counsel
-------------------------------------------------------
Shen Zen Tea, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Washington to employ Neeleman Law Group as
legal counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal advice and assistance to the Debtor with
respect to matters relating to this case and creditor
distribution;
c. preparing all pleadings necessary for proceedings arising
under this case; and
d. performing all necessary legal services for the estate in
relation to this case
The firm will be paid at these rates:
Attorneys $550 per hour
Associates $450 per hour
Paralegal $200 per hour
The firm received from the Debtor a retainer of $11,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jennifer L. Neeleman, Esq., a partner at Neeleman Law Group,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jennifer L. Neeleman, Esq.
Neeleman Law Group, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
About Shen Zen Tea, LLC
Shen Zen Tea, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code Bankr. W.D. Wash. Case No. 24-10211-MLB) on January
30, 2024. In the petition signed by James F. Chang, managing
member, the Debtor disclosed up to $50,000 in assets and up to $1
million in liabilities.
Judge Marc Barreca oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
SKIN BY ASK: Unsecureds Will Get 15% of Claims in Subchapter V Plan
-------------------------------------------------------------------
Skin by Ask, LLC filed with the U.S. Bankruptcy Court for the
Northern District of New York a Small Business Subchapter V Plan
dated March 18, 2024.
The Debtor is a single-location skincare spa located in Saratoga
Springs, New York (the "Saratoga Location"). The Debtor is operated
and managed by its sole-member, M. Andrew Kelly, a licensed
aesthetician and laser practitioner.
The Plan shall be funded from ongoing revenues derived by the
Debtor's ongoing business operations. The final Plan payment is
expected to be paid 60-months from date of confirmation.
Class 3 consists of General Unsecured Creditors. General Unsecured
Creditors shall receive no less than the liquidation value of
Debtor's assets (estimated at $91,542.00) or 15% of their total
claims, whichever is less. This Class is impaired.
Class 4 consists of General Unsecured Lease Deficiency Creditors.
This Class shall have 30-days from the effective date of the Plan
to file a Proof of Claim in Support of any deficiencies under the
pre-petition terminated lease by and between Debtor and Able
Enrichment LLC. Should Able Enrichment LLC fail to file a proof of
claim, they shall receive no distributions under the Confirmed Plan
of Reorganization. The Debtor reserves all rights to object to
Claims filed by Able Enrichment LLC.
Equity Interest holder Andrew Kelly shall retain 100% of the
shareholder interests in the reorganized Debtor.
The Plan will be implemented by the Debtor remitting payment to
creditors from the Debtor's cash flow as well as ongoing
contributions (as necessary) from the Debtor's membership.
A full-text copy of the Subchapter V Plan dated March 18, 2024 is
available at https://urlcurt.com/u?l=iA5NPS from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Michael L. Boyle, Esq.
Boyle Legal, LLC
64 2nd Street
Troy, NY 12180
Telephone: (518) 407-3121
Email: mike@boylebankruptcy.com
About Skin by Ask, LLC
Skin by Ask, LLC, is a single-location skincare spa located in
Saratoga Springs, New York.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y.
Case No. 23-11308) on December 20, 2023, listing $100,001 to
$500,000 in assets and $500,001 to $1 million in liabilities.
Judge Robert E Littlefield Jr presides over the case.
The Debtor hires Boyle Legal, LLC as counsel.
SOLFIRE CONTRACT: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana,
Fort Wayne Division, authorized Solfire Contract Manufacturing,
Inc. to use cash collateral, on an interim basis, in accordance
with the budget.
Solfire is indebted to Newtek Small Business Finance, LLC,
SBA-EIDL, Rapid Finance, Forward Finance, QuickBooks Capital,
American Express, Huntington Bank, Falcon Leasing, Financial
Pacific Leasing in the approximate aggregate amount of $2 million.
Said creditors assert a blanket lien on the assets of the Debtor
including deposit accounts, accounts receivable, inventory,
equipment, real estate, and proceeds thereof.
The Debtor believes the value of assets subject to the above
creditors' security interests is less than said creditors'
aggregate claims. The Debtor believes the value of cash collateral
is approximately $180,000.
As adequate protection for the use of cash collateral, all secured
creditors with an interest in cash collateral will have a
replacement lien on the Debtor's postpetition assets which
comprised the pre-petition cash collateral including cash, accounts
and inventory, in the same priority and to the same extent as
existed as of the petition date. The Debtor is also required to
ensure that adequate insurance is maintained on its assets and that
all current taxes are paid.
A final hearing on the matter is set for April 10, 2024 at 1:30
p.m.
A copy of the motion is available at https://urlcurt.com/u?l=cIDM1b
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=aIrH3M
from PacerMonitor.com.
About Solfire Contract Manufacturing, Inc.
Solfire Contract Manufacturing, Inc. is a manufacturer of
industrial components and assemblies with locations in Fort Wayne,
IN and Aguascalientes Mexico.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-10271) on March 18,
2024. In the petition signed by Othoniel Solis, chief operating
officer, the Debtor disclosed up to $50,000 in assets and up to $10
million in liabilities.
Judge Robert E. Grant oversees the case.
Wesley N. Steury, Esq., at BURT, BLEE, DIXON, SUTTON & BLOOM, LLP,
represents the Debtor as legal counsel.
SPENCER CT W2: Hires Leech Tishman as Bankruptcy Counsel
--------------------------------------------------------
Spencer CT W2, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Leech Tishman
Fuscaldo & Lampl, Inc. as general bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor as to the requirements of the Bankruptcy
Court, the Bankruptcy Code, FRBP, LBR, and the Office of the United
States Trustee as they pertain to the Debtor;
b. advise the Debtor as to certain rights and remedies of its
bankruptcy estate and the rights, claims, and interests of
creditors and/or other parties in interest;
c. assist the Debtor with the negotiation, documentation, and
any necessary Court approval of transactions disposing of property
of the estate;
d. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving the bankruptcy estate unless the Debtor
is represented in such hearing or proceeding by special counsel;
e. conduct examinations of witnesses, claimants and/or adverse
parties and represent the Debtor in any adversary proceeding except
to the extent that such adversary proceeding is outside of Leech
Tishman's expertise or beyond Leech Tishman's staffing
capabilities;
f. prepare and assist the Debtor in preparation of reports,
applications, and pleadings, including but not limited to,
applications to employ professionals, interim statements and
operating reports, initial filing requirements, schedules,
statement of financial affairs, financing pleadings, and pleadings
with respect to the Debtor's use, sale, or lease of property
outside the ordinary course of business;
g. prepare and assist the Debtor in the negotiation,
formulation, preparation, and confirmation of a plan of
reorganization ("Plan") and the preparation and approval of a
disclosure statement in connection with the Plan;
h. advise the Debtor as to its power and duties as a
debtor-in-possession in the continued operation of its business and
management of its property; and
i. perform any other services, which may be necessary and
appropriate in the representation of the Debtor during the
Bankruptcy Case.
The firm will be paid at these rates:
Partners $335 to $825 per hour
Associates $250 to $460 per hour
Paralegals $130 to $285 per hour
The firm received a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Sandford Frey, Esq., a partner at Leech Tishman Robinson Brog,
disclosed in court filings that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sandford L. Frey, Esq.
Leech Tishman Robinson Brog, PLLC
200 South Los Robles Avenue, Suite 300
Pasadena, CA 91101
Tel: (212) 603-6300
Fax: (212) 956-2164
Email: sfrey@leechtishman.com
About Spencer CT W2, LLC
Spencer CT W2 is a real estate developer in California.
Spencer CT W2 LLC in Yucaipa CA, filed its voluntary petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-15544) on
November 29, 2023, listing $6,000,000 in assets and $8,000,000 in
liabilities. Shahvand Aryana as manager, signed the petition.
LAW OFFICE OF ANTONIETTE JAUREGUI serve as the Debtor's legal
counsel.
ST. LIZ HOSPICE: John-Patrick Fritz Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 16 appointed John-Patrick Fritz as
Subchapter V trustee for St. Liz Hospice, Inc.
Mr. Fritz will be paid an hourly fee of $695 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred. The compensation for his trustee administrators
(Jason Klassi, Linda Riess and Connie Ray) is $300 per hour.
Mr. Fritz declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
John-Patrick M. Fritz
Levene, Neale, Bender, Yoo & Golubchik, L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Telephone: 310-229-1234
Facsimile: 310-229-1244
About St. Liz Hospice
St. Liz Hospice, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11872) on
March 11, 2024, with up to $50,000 in assets and up to $1 million
in liabilities.
Judge Barry Russell presides over the case.
Matthew D. Resnik, Esq., at Rhm Law, LLP represents the Debtor as
bankruptcy counsel.
STIMWAVE TECHNOLOGIES: Perryman Suit Won't Proceed to Mediation
---------------------------------------------------------------
In the case captioned as In re: STIMWAVE TECHNOLOGIES,
INCORPORATED, et al., Chapter 11 Bankruptcy Case No.: 22-10541
(TMH), Bankr. BAP No. 24-0002, Debtors. GARY PERRYMAN, LAURA
PERRYMAN and BRANDYN PERRYMAN, Appellants, v. STIMWAVE TECHNOLOGIES
INCORPORATED, Appellee, Civil Action No. 24-199-JLH (W.D. Del.),
Magistrate Judge Christopher J. Burke of the United States District
Court for the District of Delaware has determined that mediation is
not appropriate in this matter.
After conducting an initial review of this matter pursuant to
Section 1 of the Procedures to Govern Mediation of Appeals, the
Court concludes that mediation would not be useful at this stage.
The Court recommends that the assigned District Judge issue an
order withdrawing the matter from mediation.
A copy of the Court's decision dated March 18, 2024, is available
at https://tinyurl.com/bdems3r9
About Stimwave
Stimwave Technologies Incorporated and Stimwave LLC manufacture,
distribute, and provide ongoing support for implantable, minimally
invasive neurostimulators, which are used as a treatment for
chronic intractable pain.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 22-10541) on June 15, 2022. In
the petition signed by Aure Bruneau, as manager, the Debtors
disclosed up to $100 million in assets and up to $50 million in
liabilities.
Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and
Crutcher LLP serve as the Debtors' legal counsel. The Debtors also
tapped Honigman LLP and Jones Day as special counsel; Riverson RTS,
LLC as financial advisor; and GLC Advisors and Co., LLC and GLCA
Securities, LLC as investment bankers. Kroll Restructuring
Administration is the Debtors' administrative advisor and notice,
claims, solicitation and balloting agent.
On July 6, 2022, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in these cases. Culhane
Meadows, PLLC and Province, LLC serve as the committee's legal
counsel and financial advisor, respectively.
SUSHI GARAGE: Aleida Martinez Molina Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aleida Martinez Molina,
Esq., as Subchapter V trustee for Sushi Garage, LLC.
Ms. Molina will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Molina declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aleida Martinez Molina, Esq.
2121 NW 2nd Avenue, Suite 201
Miami, FL 33127
Telephone: (305) 297-1878
Email: Martinez@subv-trustee.com
About Sushi Garage
Sushi Garage, LLC, doing business as Sushi Garage Miami Beach, is a
Japanese restaurant in Miami Beach, Fla.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-12354) on March 12,
2024, with $1 million to $10 million in both assets and
liabilities. Jonas Millan, managing member, signed the petition.
Judge Laurel M. Isicoff presides over the case.
Jacqueline Calderin, Esq., at Agentis, PLLC represents the Debtor
as legal counsel.
SVB FINANCIAL: Sells Partnership Interests in Indian Unit
---------------------------------------------------------
SVB Financial Group disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that in connection with the
Chapter 11 Case, on March 18, 2024, the Company entered into a
definitive purchase agreement with First Citizens Bancshares, Inc.
and certain of its affiliates, pursuant to which the Company has
agreed to sell to First Citizens 100% of the outstanding
partnership interests in its Indian subsidiary, SVB Global Services
India LLP.
The Purchase Agreement is subject to final approval of the
Bankruptcy Court and regulatory approval in India, as well as other
customary closing conditions. A hearing to seek required Bankruptcy
Court approval is scheduled for April 9, 2024, and the transaction
is expected to close shortly thereafter.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
TERRAFORM LABS: Hires Rahman Ravelli as Special Counsel
-------------------------------------------------------
Terraform Labs Pte. Ltd seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Rahman Ravelli
Solicitors as special foreign counsel.
The Debtor needs the firm's legal assistance in connection with the
Debtor's application to seek discovery in the United Kingdom from
Wintermute Trading Ltd. and the ongoing litigation related
thereto.
The firm will be paid at these rates:
Managing Partner £725 per hour
Partner £650 per hour
Legal Director/Of Counsel £600 per hour
Senior Associate £500 per hour
Associate £450 per hour
Trainee Solicitor/Paralegal £250 per hour
The firm received a retainer of £108,702.50.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Pursuant to Part D1 of the Fee Guidelines, Rahman hereby provides
the following responses:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: No.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtor and Rahman expect to develop a prospective
budget and staffing plan, recognizing that in the course of this
Chapter 11 Case, there may be unforeseeable fees and expenses that
will need to be addressed by the Debtor and Rahman.
Azizur Rahman, a partner at Rahman Ravelli, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Azizur Rahman
Rahman Ravelli
Bridge House, 181 Queen Victoria Street
London, EC4V 4EG
About Terraform Labs Pte. Ltd
Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup
that created Terra, a blockchain protocol and payment platform used
for algorithmic stablecoins. It was co-founded by Do Kwon and
Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Zachary I Shapiro, Esq.
Richards, Layton & Finger, P.A.
1 Wallich Street
#37-01
Guoco Tower 078881
TERRAFORM LABS: Hires WongPartnership LLP as Special Counsel
------------------------------------------------------------
Terraform Labs Pte. Ltd seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ WongPartnership LLP as
special foreign counsel.
The Debtor needs the firm's legal assistance in connection with:
-- a case entitled Julian Moreno Beltran, et al. v. Terraform
Labs Pte Ltd., et al., Case No. HC/OC 247/2022, pending in the High
Court of Singapore;
-- regulatory and enforcement investigations by the Monetary
Authority of Singapore, and the Commercial Affairs Department;
-- provision of assistance to the Debtor on Singapore law issues
and a prospective Singapore recognition proceeding.
The firm will be paid at these rates:
Partners $580 to $1,120 per hour
Associates $270 to $520 per hour
Practice Trainees $190 per hour
The firm received from the Debtors a retainer of $242,537.31.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Smitha Rajan Menon, Esq.
WongPartnership LLP
12 Marina Boulevard, Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982
About Terraform Labs Pte. Ltd
Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup
that created Terra, a blockchain protocol and payment platform used
for algorithmic stablecoins. It was co-founded by Do Kwon and
Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Zachary I Shapiro, Esq.
Richards, Layton & Finger, P.A.
1 Wallich Street
#37-01
Guoco Tower 078881
TESSEMAE'S LLC: Updates Secured Claims Details; Amends Plan
-----------------------------------------------------------
Tessemae's LLC submitted an Amended Disclosure Statement to
accompany Second Amended Plan of Liquidation dated March 18, 2024.
Through the implementation of the strategic measures as well as the
financing in the DIP Credit Facility, the Debtor has effectively
(i) managed day-to-day operations, despite its lean staff; (ii)
increased the value of its ongoing operations by recovering shelf
space; (iii) grown its cash position from $11,000 on the Petition
Date to between $450,000 and $1,000,000 on average; (iv) maintained
its inventory levels; and (v) conducted a $4.5 million sale to
Panos Brands, LLC of substantially all of its assets.
The Debtor filed the Bidding Procedures Motion on May 31, 2023, and
the Court granted it on June 29, 2023, entering the Bidding
Procedures Order. At the Auction, following submission of more than
10 competing bids, PANOS Brands, LLC offered the highest and best
bid for the Sale and was declared the Winning Bidder. PANOS and the
Debtor executed the Asset Purchase Agreement for the Sale of
substantially all of the Debtor's assets, including inventory,
intellectual property, licenses, and other assets, for a total
purchase price of $4.5 million, subject to certain adjustments and
reductions.
On December 21, 2023, the Debtor filed the Sale Motion, which the
Court granted on January 23, 2024, entering the Sale Order. Among
other things, the Sale Order (i) authorized the Sale of
substantially all of the Debtor's assets free and clear of all
liens, claims, encumbrances and other interests pursuant to section
363 of the Bankruptcy Code under the terms and conditions of the
Asset Purchase Agreement, and (ii) found that PANOS is a good faith
purchaser entitled to the protections of section 363(m) of the
Bankruptcy Code.
Net proceeds of the Sale, as well as available Cash on hand,
proceeds from the liquidation of miscellaneous personal property,
proceeds from preference actions (if any) and collection of
accounts receivable will be distributed to holders of Allowed
Claims pursuant to the terms of the Plan.
The Plan will be funded primarily from the net proceeds of the
Sale. The Plan provides for distributions on account of secured
claims, unsecured claims (including claims arising from the
rejection of leases or contracts), priority claims and
administrative claims, in priority of payment set forth under the
Bankruptcy Code, and, in the event that funds were to remain after
payment of all Allowed Claims in full, which is unexpected, any
such remaining funds would be distributed to holders of Interests.
Class 1 consists of the Secured Claims of MCDJR, PMCD, CEC, and LEC
pursuant to that certain April 9, 2018 Loan and Security Agreement
and related promissory notes, as amended by that certain September
8, 2022 Amended and Restated Loan and Security Agreement and
related promissory notes, with an approximate aggregate amount of
principal and interest outstanding of $4,557,074.00. This amount
does not include the exit fees set forth in the loan documents,
which total approximately $13,450,000.00.
Each Class 1 Allowed Claim, to the extent determined to be an
Allowed Secured Claim, and subject to the outcome of the DCC
Adversary Proceeding and Exit Fee Objections, shall be paid under
the Plan, if at all, on the later to occur of (i) the Plan Payment
Date (ii) the date on which the Class 1 Claim is determined to be
an Allowed Secured Claim by a Final Order of the Bankruptcy Court;
and (iii) 10 days after the Class 3 Claim of DCC has been Allowed
or Disallowed. To the extent that a Class 1 Claim is determined not
to be an Allowed Secured Claim, the remaining balance of the Claim
shall be treated as a Class 6 Claim.
Class 2 consists of the Secured Claims of VBM under that certain
September 8, 2022 Loan and Security Agreement and related
promissory note, as amended by that September 12, 2022 Amendment to
Loan and Security Agreement and Amended and Restated Promissory
Note, with an approximate aggregate amount of principal and
interest outstanding of $2,081,576.00. This amount does not include
the exit fee set forth in the loan documents, which total
approximately $9,907,881.00. The Debtor intends to object to the
inclusion of the exit fee in any Class 2 Allowed Claim, or to file
an adversary proceeding to avoid the exit fees.
The Class 2 Allowed Claim, to the extent determined to be an
Allowed Secured Claim, and subject to the outcomes of the DCC
Adversary Proceeding and Exit Fee Objections, shall be paid under
the Plan, if at all, on the later to occur of (i) the Plan Payment
Date (ii) the date on which the Class 2 Claim is determined to be
an Allowed Secured Claim by a Final Order of the Bankruptcy Court;
(iii) Class 1 Claims receive payment in full; and (iv) 10 days
after the Class 3 Claim of DCC has been Allowed or Disallowed. To
the extent that the Class 2 Claim is determined not to be an
Allowed Secured Claim, the remaining balance of the Allowed Class 2
Claim shall be treated as a Class 6 Claim.
Class 3 consists of the Secured Claims, if any, of DCC under that
certain Consolidated, Amended and Restated Promissory Note dated
April 10, 2018 in the original principal amount of $3,000,000.00
and the related Amended and Restated Loan and Security Agreement
dated April 10, 2018. DCC filed Claim No. 67 in the amount of
$16,233,760.77 on behalf of itself and Claim No. 68, purportedly on
account of other allegedly subordinated creditors. Pending the
outcome of the DCC Adversary Proceeding and Exit Fee Objections,
DCC's Class 3 Claim, if allowed, may be subordinate to the claims
in Classes 1, 2, and 4. On December 11, 2023, Judge Truffer of the
Circuit Court for Baltimore County entered summary judgment in
favor of DCC against Tessemae's in the amount of $8,706,250.00 on
the same underlying claims for which DCC filed Claim No. 68 in the
amount of $16,233,760.77.
DCC has yet to amend Claim No. 68 to reflect the value of the claim
provided in the summary judgment order. The Class 3 Claim, to the
extent it is determined to be an Allowed Secured Claim, and subject
to the outcome of the DCC Adversary Proceeding, shall be paid under
the Plan, if at all, on the later to occur of (i) the Plan Payment
Date, (ii) 10 business days after the Effective Date, and (iii) 10
days after the date on which the Class 3 Claim is determined to be
an Allowed Secured Claim by a Final Order of the Bankruptcy Court.
Pending the outcome of the DCC Adversary Proceeding and Exit Fee
Objections, DCC's Class 3 Claim, if allowed, may be subordinate to
the claims in Classes 1, 2, and 4. To the extent that the Class 3
Claim is determined not to be an Allowed Secured Claim, the
remaining balance of the Allowed Class 3 Claim shall be treated as
a Class 6 Claim.
Class 4 consists of the Secured Claims of Clearview under a
Confessed Judgment Convertible Promissory Note dated January 5,
2018 in the principal amount of $671,520.00, and the financing
statement filed on March 28, 2023 to perfect a security interest in
assets of the Debtor as security for such Claims. The Class 4
Allowed Claim, to the extent it is determined to be an Allowed
Secured Claim, and subject to the outcomes of the DCC Adversary
Proceeding, Exit Fee Objections, and Clearview Objection, shall be
paid under the Plan, if at all, on the later to occur of (i) the
Plan Payment Date; (ii) the date on which the Class 4 Claim is
determined to be an Allowed Secured Claim by a Final Order of the
Bankruptcy Court; and (iii) 10 days after the Class 3 Claim of DCC
has been Allowed or Disallowed.
Like in the prior iteration of the Plan, holders of Allowed General
Unsecured Claims shall receive their Pro Rata Share of all
remaining distributions under the Plan after all Allowed Claims in
Classes 1 through 5 are paid in full or otherwise treated as
provided for under the Plan.
The net proceeds of the Sale shall be the primary source of funds
for distribution to holders of Allowed Claims, and if possible,
Interests pursuant to the terms of the Plan. Available Cash on
hand, as well as proceeds from the liquidation of miscellaneous
personal property, collection of accounts receivable, and proceeds
from Causes of Action, shall also be part of any distribution.
A full-text copy of the Amended Disclosure Statement dated March
18, 2024 is available at https://urlcurt.com/u?l=1un6Dq from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Gary H. Leibowitz, Esq.
H.C. Jones III, Esq.
COLE SCHOTZ P.C.
1201 Wills Street, Suite 320
Baltimore, MD 21231
Tel: (410) 528-2971
Fax: (410) 230-0667
E-mail: gleibowitz@coleschotz.com
hjones@coleschotz.com
About Tessemae's LLC
Tessemae's, LLC is a flavor-forward food company that makes
clean-label, organic salad dressing. The company is based in
Baltimore, Md.
Tessemae's filed Chapter 11 petition (Bankr. D. Md. Case No.
23-10675) on Feb. 1, 2023, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities. Demian Costa, chief
strategy officer, signed the petition.
The Debtor tapped Gary H. Leibowitz, Esq., at Cole Schotz, PC as
legal counsel; Aurora Management Partners, Inc. as financial
advisor; and B. Riley Securities, Inc. as investment banker.
DIP lenders Tesse Fund I, LLC, MCDJR-Tesse, LLC and PMCDTESSE, LLC,
are represented by Richard L. Costella, Esq., at Tydings &
Rosenberg, LLP.
TEXAS REIT: Hires Norris & Associates as Accountant
---------------------------------------------------
Texas REIT LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Norris & Associates as its
accountant and financial consultant
The firm will provide monthly accounting and financial services to
the Debtor.
The firm will be paid at these rates:
Robert Norris $200 per hour
Associates $75 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Norris, a partner at Norris & Associates, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert Norris
Norris & Associates
1614 Holland Avenue
Houston, TX 77029
Telephone: (713) 453-3310
About Texas REIT LLC
Texas REIT, LLC owns a strip center in Houston, Texas located at
8050-8098 Westheimer.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10120) on February 6,
2024. In the petition signed by Drew Dennett, authorized
representative, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Shad Robinson oversees the case.
Stephen W Sather, Esq., at Barron & Newburger, PC, represents the
Debtor as legal counsel.
TIFFANY HOLDING: Hires Backenroth Frankel as Counsel
----------------------------------------------------
Tiffany Holding LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Backenroth Frankel & Krinsky, LLP as counsel.
The firm will provide these services:
(a) take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors' estates;
(b) prepare on behalf of the Debtors, all necessary motions,
applications, answers, orders, reports and other papers in
connection with the administration of the Debtors' estates;
(c) take all necessary actions in connection with any chapter 11
plan and related disclosure statement and all related documents,
and such further actions as may be required in connection with the
administration of the Debtors' estates;
(d) take all necessary actions to protect and preserve the value
of the Debtors' estates; and
(e) perform all other reasonable or necessary legal services in
connection with the prosecution of the Chapter 11 Cases.
The firm will be paid at these rates:
Abraham J. Backenroth $750 per hour
Mark A. Frankel $695 per hour
Scott A. Krinsky $650 per hour
Paralegals $250 per hour
The firm received from the Debtors a retainer of $40,086.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark Frankel, Esq., a partner at Backenroth Frankel & Krinsky, LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Mark Frankel, Esq.
Backenroth Frankel & Krinsky, LLP
488 Madison Avenue, Floor 23
New York, NY 10022
Tel: (212) 593-1100
About Tiffany Holding LLC
Tiffany Holding LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10110) on January 25,
2024. In the petition signed by Emmanuel Ku, managing member, the
Debtor disclosed $1,562,013 in total assets and $1,298,440 in total
liabilities.
Judge John P Mastando III oversees the case.
Mark Frankel, Esq., at BACKENROTH FRANKEL & KRINSKY, LLP,
represents the Debtor as legal counsel.
TRACK ON 86: Hires Richard S. Feinsilver as Legal Counsel
---------------------------------------------------------
Track On 86 LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ the Law Firm of Richard
S. Feinsilver as counsel.
The firm will provide these services:
a. preparing and filing of the Chapter 11 petition, schedules
and statements;
b. negotiating with creditors, as required;
c. attending all Section 341 (a) meetings with creditors and
the United States Trustee;
d. preparing the Plan, and all amendments to same, as
required;
e. attending at all hearings, including hearings on status,
disclosure statements- status conferences with client (as
required);
f. reviewing monthly financial statements-status conferences
with client; and
g. posting confirmation conferences with the United States
Trustee and creditors, if required.
The firm will be paid at the rate of $450 per hour.
The firm received a retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard S. Feinsilver, Esq., disclosed in a court filing that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Richard S. Feinsilver, Esq.
Law Firm Of Richard S. Feinsilver
One Old Country Road Suite 347
Carle Place, NY 11514
Tel: (516) 873-6330
Fax: (516) 873-6183
Email: feinlawny@yahoo.com
About Track On 86 LLC
Track on 86 is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Debtor owns an 80 acre horse farm
consisting of dwelling, cottage, two barns, and horse track valued
at $2.5 million in the aggregate.
Track on 86 LLC in New Paultz, NY, filed its voluntary petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-35119) on Feb.
8, 2024, listing $1 million to $10 million in assets and $500,000
to $1 million in liabilities. Garrett Doyle as managing member,
signed the petition.
Judge Cecelia G. Morris oversees the case.
Richard S Feinsilver, Esq. serve as the Debtor's legal counsel.
TRAILSIDE INN: Paul Levine Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 2 appointed Paul Levine, Esq., at Emery
Greisler, LLC as Subchapter V trustee for Trailside Inn, LLC.
Mr. Levine will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Levine declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Paul A. Levine, Esq.
Emery Greisler, LLC
677 Broadway, 8th Floor
Albany, New York 12207
Tel: (518) 433-8800 x313 |
Email: plevine@lemerygreisler.com
About Trailside Inn
Trailside Inn, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-60181) on March
12, 2024, with $100,001 to $500,000 in assets and liabilities.
Peter Alan Orville, Esq., at Orville & Mcdonald Law, PC represents
the Debtor as bankruptcy counsel.
TRANSUNION: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Ratings affirmed TransUnion's ("TransUnion" or "the
company") Ba2 corporate family rating and Ba2-PD probability of
default rating. Moody's also affirmed the Ba2 instrument rating on
Trans Union, LLC's backed senior secured first lien bank credit
facilities. The speculative grade liquidity rating ("SGL") is
unchanged at SGL-1. The outlook remains stable. TransUnion is a
Chicago-based provider of consumer credit reports and other
information services.
The ratings affirmation reflects Moody's expectation that credit
metrics will improve over the next 12-18 months as mortgage volumes
recover. The company's credit metrics have deteriorated over the
last 3 years, impacted by large debt-funded merger and acquisition
(M&A) and a drastic reduction in mortgage origination activity,
which has weakened operating results and diminished TransUnion's
ability to pay down debt. However, TransUnion's ratings already
incorporate the cyclical characteristics of its business model and
the potential for temporary fluctuations in its credit metrics. A
good liquidity position and the company's strong competitive
position in the credit bureau and adjacent markets it serves
support the ratings.
RATINGS RATIONALE
TransUnion's ratings are supported by its established position as
one of the three nationwide consumer credit bureaus in the US,
along with Equifax Inc. (Baa2 stable) and Experian plc (Baa1
stable). The consumer credit information services market presents
high competitive barriers that benefit incumbents, including the
need to compile and maintain vast amounts of data across a complex
network of credit providers. The company has expanded its product
breadth and geographic scope through acquisitions and internal
investment over the years, contributing to new segments and more
diversified, less cyclical, revenue streams, such as identity,
fraud and marketing-related services. However, TransUnion operates
on a transaction-based revenue model with demand closely correlated
to macro conditions and subject to cyclical swings in consumer
credit volumes.
Profitability is strong for the rating category, with EBITDA
margins around 30% (Moody's adjusted), but cash conversion is
somewhat constrained by sizeable capex, mainly technology
investments, and integration costs. The company manages large
volumes of private consumer data, resulting in high regulatory
scrutiny and cybersecurity risks that necessitate continuous
technology spend. Unusual costs linked to the transformation
program launched in 2023, which seeks to optimize the company's
workforce and modernize its technology platform, will hinder free
cash flow generation over the next two years and will keep free
cash flow-to-debt below Moody's long-term expectation. The company
completed very large debt-funded acquisitions in 2021 and 2022,
which along with depressed mortgage origination volumes have kept
financial leverage elevated, with debt/EBITDA at 4.9x as of
December 31, 2023. However, Moody's expect that TransUnion will
manage its long-term debt/EBITDA leverage below 4.5x as mortgage
origination conditions recover.
All financial metrics cited reflect Moody's standard analytical
adjustments.
Trans Union, LLC is an indirect subsidiary of TransUnion and the
borrower of the rated debt. TransUnion does not guarantee the rated
debts and does not have any material assets, liabilities, revenues,
expenses or operations of any kind other than its ownership
investment in TransUnion Intermediate Holdings, Inc., which is the
direct parent of Trans Union, LLC and does provide a secured
guarantee of the rated debt.
The Ba2 rating and loss given default assessment for the senior
secured credit facilities reflect the Ba2-PD PDR and the expected
loss given default for the rated debt obligations. The loans are
secured by a first priority interest in substantially all assets of
Trans Union, LLC and its subsidiaries, and have upstream guarantees
secured on a first priority basis from its primary subsidiaries.
The SGL-1 liquidity rating reflects TransUnion's strong liquidity
profile. The company had $476 million of cash and equivalents as of
December 31, 2023 and almost full availability under its recently
upsized $600 million revolving credit facility, which matures in
October 2028. Moody's expect TransUnion will remain in compliance
with the 5.5x net leverage covenant, per the Credit Agreement
definition, maintaining an ample headroom.
The stable outlook reflects Moody's expectation that debt/EBITDA
will diminish towards 4x (Moody's adjusted) over the next 12-18
months, from 4.9x as of December 31, 2023, mainly from earnings
growth as credit volumes recover. Cash flow available for debt
repayment will be limited by sizeable one-time costs and capex
investments. The outlook could be pressured if operating results
are weaker than anticipated or the company pursues more aggressive
financial policies, extending the timeline to reduce debt/EBITDA
below 4.5x. Moody's expects margins to improve modestly (before
unusual expenses related to the company's transformation program).
Free cash flow as a percentage of debt will remain below 4% over
the next 12 months and improve thereafter as unusual expenses
diminish.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade TransUnion's ratings if the company maintains
organic revenue and earnings growth in the mid single-digit range
or higher, sustains debt to EBITDA below 3.5x, maintains free cash
flow approaching 10% as a percentage of debt, establishes a track
record of more conservative financial policies and gains additional
financial flexibility by reducing the proportion of secured to
total debt.
The ratings could be downgraded if Moody's expects that the company
will pursue more aggressive financial policies such that debt to
EBITDA will be sustained above 4.5x and free cash flow will remain
below 5% of total debt.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TransUnion, based in Chicago, IL, provides consumer credit reports,
identity, fraud and other information and risk management
solutions. The company operates in over 30 countries and reported
over $3.8 billion in revenue as of December 31, 2023.
TRINITY LEGACY: Seeks Continued Cash Collateral Access
------------------------------------------------------
Trinity Legacy Consortium, LLC asks the U.S. Bankruptcy Court for
the District of New Mexico for authority to continue using cash
collateral from April 1, 2024, through June 30, 2024.
The Debtor requires the use of cash collateral to make payments in
the ordinary course of the Debtor's business for, among other
things, supplies, inventory, payroll, payroll taxes, gross receipts
taxes, inventory, professional fees, utility bills, I.T. provider
fees, and expenses incidental to the day-to-day operations of the
business, which occur in the ordinary and usual course of
business.
Trinity Legacy owes two parties that are secured by the Debtor's
intangible assets:
-- The U.S. Small Business Administration, in the amount of
approximately $145,000. The SBA holds a security interest in all
tangible and intangible personal property, including, but not
limited to: (a) inventory, (b) equipment, (c) instruments,
including promissory notes (d) chattel paper, including tangible
chattel paper and electronic chattel paper, (e) documents, (f)
letter of credit rights, (g) accounts, including health-care
insurance receivables and credit card receivables, (h) deposit
accounts, (i) commercial tort claims, (j) general intangibles,
including payment intangibles and software, and (k) as-extracted
collateral as such terms may from time to time be defined in the
Uniform Commercial Code.
-- Forward Financing LLC, in the amount of approximately
$75,000. Forward Financing holds a security interest in the future
account receipts of the Debtor, pursuant to a Financing Approval
Statement, dated September 20, 2022.
The Debtor is in the process of reviewing and reconciling asserted
non-priority unsecured claims, but believes the claims are in
excess of $500,000.
The Debtor incurred a factoring loan with Forward Financing to help
meet expenses for the business, and in exchange gave a security
interest in the Debtor's future receipts. Payment on such loan gave
rise to the Debtor falling behind on other business expenses,
necessitating the filing for Chapter 11. In addition, the Debtor is
a defendant in several pending state court litigations in
connection with the Debtor's business operations. The costs and
fees associated with pursuing such litigations in various
jurisdictions, in addition to the financial strain on the Debtor's
operations, necessitated the bankruptcy filing as the most
efficient forum to reorganize the Debtor's financial affairs.
The Debtor requests authorization to continue making cash payments
during the Cash Collateral Period to:
-- the SBA in the amount of $750 per month; and
-- Forward Financing in the amount of $2,000 per month.
The Debtor requests authorization to continue granting the SBA and
Forward Financing a replacement lien on postpetition collateral, to
the same extent as and with the same priority as they held valid
liens on such collateral pre-petition, pursuant to 11 U.S.C.
sections 361 and 363, without waiving any rights or defenses that
the Debtor may assert.
A copy of the motion is available at https://urlcurt.com/u?l=R6z1ge
from PacerMonitor.com.
About Trinity Legacy Consortium, LLC
Trinity Legacy Consortium, LLC operates a construction and home
building business with locations in Farmington, New Mexico, and
Wallowa, Oregon.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7,
2022. In the petition signed by Jan Swift and Jacob Swift, managing
members, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's
legal counsel.
TRINITY PLACE: Third Avenue Has 6.44% Stake as of March 18
----------------------------------------------------------
Third Avenue Management LLC ("TAM") disclosed in a Schedule 13D/A
filed with the Securities and Exchange Commission that as of March
18, 2024, it beneficially owned 4,109,472 shares of common stock of
Trinity Place Holdings Inc., representing 6.44 percent of the
Shares outstanding. The percentage is based upon 63,793,850 shares
of Common Stock reported by the Issuer to be outstanding as of Feb.
14, 2024, based on the Form 8-K filed on Feb. 20, 2024.
This Amendment No. 6 is being filed solely to reflect a correction
to the amount of outstanding shares issued by the Issuer and the
percentage of Issuer's shares owned by Third Avenue Real Estate
Value Fund as reported in Amendment No. 5. No other changes are
being reported by this Amendment No. 6.
The Third Avenue Real Estate Value Fund, sold 800,000 shares of
Common Stock for a total of $210,158.29, upon orders of TAM acting
as adviser.
TAM is a registered investment adviser that acts as direct adviser
to certain investment companies and other funds, and as an adviser
to separately managed accounts, and advises the following fund
accounts with respect to the Common Stock.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/724742/000199937124003847/trinity-13da_031824.htm
About Trinity Place
Trinity Place Holdings Inc. is a real estate holding, investment,
development and asset management company. The Company's largest
asset is a property located at 77 Greenwich Street in Lower
Manhattan, which is nearing completion as a mixed-use project
consisting of a 90-unit residential condominium tower, retail space
and a New York City elementary school. The Company also owns a
105-unit, 12-story multi-family property located at 237 11th Street
in Brooklyn, New York as well as a property occupied by a retail
tenant in Paramus, New Jersey.
New York, New York-based BDO USA, LLP, the Company's auditor since
2003, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has loans with varying debt
maturities during the next 12 months for which there can be no
guarantee that the Company will be able to refinance or extend the
maturity dates of the loans. This condition raises substantial
doubt about the Company's ability to continue as a going concern.
The Company said in its Quarterly Report for the period ended Sept.
30, 2023, that its cash and cash equivalents will not be sufficient
to fund the Company's operations, debt service, amortization and
maturities and corporate expenses beyond the next few months,
unless the Company is able to both extend or refinance or otherwise
resolve its maturing debt and also raise additional capital or
enter into a strategic transaction, creating substantial doubt
about its ability to continue as a going concern. As of Oct. 31,
2023, the Company's cash and cash equivalents totaled approximately
$583,000.
TURF APPEAL: Stephen Moriarty Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for Turf Appeal, Inc.
Mr. Moriarty will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About Turf Appeal
Turf Appeal, Inc. is a lawn care company located in Oklahoma City.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10590) on March 12,
2024, with $324,921 in assets and $1,080,537 in liabilities. Matt
Doerr, owner and president, signed the petition.
Judge Janice D. Loyd presides over the case.
Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC represents
the Debtor as bankruptcy counsel.
TURKEY LEG: Case Summary & 19 Unsecured Creditors
-------------------------------------------------
Debtor: The Turkey Leg Hut & Company LLC
4830 Almeda Rd
Houston, TX 77004
Business Description: The Debtor is a Houston based restaurant
specializing in turkey legs.
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-31275
Judge: Hon. Eduardo V. Rodriguez
Debtor's Counsel: James Q. Pope, Esq.
THE POPE LAW FIRM
6161 Savoy Drive 1125
Houston, TX 77036
Tel: (713) 449-4481
E-mail: jamesp@thepopelawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nakia Price as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UBTMKVI/The_Turkey_Leg_Hut__Company_LLC__txsbke-24-31275__0001.0.pdf?mcid=tGE4TAMA
U.S. CREDIT: Trustee Hires Dentons Bingham Greenebaum as Counsel
----------------------------------------------------------------
Stephen Darr, Chapter 11 trustee of U.S. Credit, Inc., seeks
approval from the U.S. Bankruptcy Court for the District of
Massachusetts to employ Dentons Bingham Greenebaum LLP as his
counsel.
The firm will render these services:
a. advise the Trustee of his rights, powers and duties as a
trustee under the Bankruptcy Code;
b. assist the Trustee in analyzing the claims of the Debtor's
creditors, the Debtor's capital structure, and in negotiating with
the holders of claims and, as appropriate, equity interests;
c. assist the Trustee's investigation of the acts, conduct,
assets, liabilities, and financial condition of the Debtor and
other parties involved with the Debtor and of the operation of the
Debtor's business;
d. prepare and file on behalf of the Trustee all necessary and
appropriate applications, motions, proposed orders, miscellaneous
pleadings, notices, and other documents;
e. prepare and filing on behalf of the Trustee all necessary
and appropriate complaints, motions, objections, proposed orders,
miscellaneous pleadings, notices, and other documents, to recover
assets for the Debtor's creditors, and to propose a chapter 11 plan
or make distributions as appropriate under the circumstances of the
Chapter 11 Case;
f. represent the Trustee at all hearings and other proceedings
in the Chapter 11 Case;
g. advise the Trustee and assisting him with corporate,
regulatory, tax and other issues connected with the administration
of the Debtor's bankruptcy estate; and
g. perform such other services as may be required and are
deemed to be in the interests of the Committee in accordance with
the Committee's powers and duties as set forth in the Bankruptcy
Code.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $600 to $900
Associates $380 to $550
Para-professional $250 to $350
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Andrew Helman, Esq., a partner at Dentons, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Andrew C. Helman, Esq.
Dentons Bingham Greenebaum, LLP
254 Commercial Street, Suite 245
Portland, ME 04101
Tel: (207) 619-0919
Email: andrew.helman@dentons.com
About U.S. Credit, Inc.
U.S. Credit develops and administers custom lending programs for
large retailers, point-of-sale platforms and educational
institutions.
U.S. Credit, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-10058) on Jan. 12, 2024. In the petition signed by Stephen
Galvin as president, chief executive officer, the Debtor estimated
$10 million to $50 million in both assets and liabilities.
Judge Janet E Bostwick presides over the case.
Charles R. Bennett, Jr., Esq. at Murphy & King, P.C. represents the
Debtor as counsel.
U.S. CREDIT: Wins Cash Collateral Access Thru April 25
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Stephen Darr, the Trustee of U.S. Credit Inc., to use
cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance, through April 25, 2024.
The Trustee is authorized to use cash collateral only to pay
payroll and related taxes.
As adequate protection for any diminution in the value of its
collateral due to the Trustee's use of cash collateral, Clear Haven
Capital Management is granted replacement liens in postpetition
assets of the same kind, type, and nature as its prepetition
collateral and any proceeds thereof. Such postpetition liens will
have the same priority as the prepetition liens of Clear Haven and
will be deemed valid, enforceable and perfected only to the extent
that the prepetition liens of Clear Haven are valid, enforceable
and perfected.
Connexus Credit Union will continue to retain and be entitled to
the benefit of the security granted pursuant to the Proceeding
Memorandum and Order dated January 30, 2024, for any cash
collateral of Connexus previously used by the Debtor, subject to
the terms and conditions of the First Order.
A further hearing on the matter is set for April 24 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=9RrcNj
from PacerMonitor.com.
About U.S. Credit
U.S. Credit, Inc. develops and administers custom lending programs
for large retailers, point-of-sale platforms and educational
institutions.
U.S. Credit filed its Chapter 11 petition (Bankr. D. Mass. Case No.
24-10058) on Jan. 12, 2024. In the petition signed by its chief
executive officer Stephen Galvin, the Debtor reported $10 million
to $50 million in both assets and liabilities.
Judge Janet E. Bostwick presides over the case.
The Debtor tapped Charles R. Bennett, Jr., Esq. at Murphy & King,
PC as legal counsel and Mid-Market Management Group as financial
advisor. The U.S. Trustee for Region 1 appointed an official
committee of unsecured creditors in this Chapter 11 case. The
committee tapped Dentons Bingham Greenebaum, LLP as its legal
counsel.
UNITED WHOLESALE: Moody's Alters Outlook on 'Ba3' CFR to Positive
-----------------------------------------------------------------
Moody's Ratings has affirmed United Wholesale Mortgage, LLC's Ba3
corporate family rating and long-term senior unsecured debt
ratings. The outlook was changed to positive from stable.
RATINGS RATIONALE
The affirmation of the ratings reflects United Wholesale's strong
franchise in the US mortgage market supporting its strong earnings
capacity, its solid capitalization levels, and its above
peer-average funding profile.
Moody's changed United Wholesale's outlook to positive from stable
reflecting the company's strengthening franchise, driving Moody's
view that the company's earnings capacity and therefore resilience
to unexpected losses is increasing.
The company has a track record of strong profitability even during
the previous residential mortgage cycle-low in 2018 when its net
income was a solid 3.4% of average total assets. However, given the
difficult operating conditions for residential mortgage originators
as well as the company's ongoing investments to strengthen its
franchise, United Wholesale reported a net loss of $70 million, or
-0.6% of average total assets in 2023. Excluding a $330 million
write down in mortgage servicing rights (MSRs), the company had a
core after-tax gain of $232 million in 2023 or 2.0% of average
total assets.
Moody's expects that United Wholesale's profitability will improve
over the next 12-18 months but may remain below the company's
long-term average given still-constrained industry operating
conditions and the company's continued investment in increasing its
market share, largely by growing the broker origination channel.
Over the last two years, the company has been successful in growing
its market share with the company surpassing Rocket Mortgage, LLC
and Wells Fargo & Company to become the largest US residential
mortgage originator. Moody's expects United Wholesale to achieve
strong earnings over time, supported by its strong market share and
efficient operations.
The company's capitalization is solid as indicated by its tangible
common equity (TCE) to adjusted tangible assets (TMA, excludes the
Ginnie Mae loans eligible for repurchase from the capital ratio) of
22.5% as of December 31, 2023. United Wholesale's solid
capitalization levels allow the company to continue to invest in
further strengthening its franchise.
Over the last several years, United Wholesale's funding structure
has strengthened. In 2020 and 2021, the company issued $2 billion
of unsecured debt, which matures between November 2025 and April
2029. In addition, as of year-end 2023, the company had $2 billion
in MSR secured borrowing facilities with an outstanding balance of
$750 million. The unsecured bonds and the MSR secured borrowing
facilities have increased the company's liquidity and financial
flexibility, including allowing the company to retain MSRs. The
company's greater reliance on unsecured debt versus the secured MSR
facilities, provides the company greater flexibility during times
of stress.
Like most non-bank mortgage companies, United Wholesale primarily
relies on short-term (mostly one-year maturities) repurchase
facilities to finance new originations. However, its liquidity is
aided by the fact that virtually all originations are government
and agency loans. An increase in the share of
non-agency/non-government loans would increase the company's
liquidity risks and expose it to greater market risk because these
loans are far less liquid and market prices are far more volatile
than government and agency loans.
A credit negative is that as of December 31, 2023 only 7% of the
company's warehouse facilities are committed facilities versus
historically around a 30% average for other rated non-bank mortgage
companies. However, a partial offset is the company's long-term
relationships with most of its warehouse lenders.
Moody's believes that the company faces key person risk with
respect to Mat Ishbia, the company's chairman, who continues to be
the public face of the company in its marketing efforts. In
addition, the company faces governance risks with the Ishbia family
as its principal stockholders, holding 79% of all voting rights,
and the fact that only three of the ten board members are
independent.
The Ba3 senior unsecured bond ratings are equal to United
Wholesale's corporate family rating, reflecting the company's
modest amount of secured corporate debt, which is senior to the
company's unsecured debt. While the secured MSR facilities provide
the company with additional liquidity, such facilities subordinate
the unsecured bond holders to the MSR lenders, potentially
increasing the loss severity of the unsecured bond holders in the
event of a default.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if United Wholesale is able to
demonstrate: 1) continued expected long-term strong profitability
such as through-the-economic cycle, average net income to assets
(excluding MSR fair value marks) in excess of 4.0%, 2) a strong
capital position with its ratio of TCE to TMA remaining above 20%,
and 3) continued solid liquidity and financial flexibility
including not increasing its reliance on secured MSR facilities
whereby the ratio of aggregate outstanding secured corporate debt
(e.g., the MSR facility) to total corporate debt (e.g., the
outstanding MSR facility and the unsecured bonds) remains below
30%. In addition, an increase in the company's use of committed
warehouse facilities as well as greater use of warehouse facilities
with a maturity of more than one year would be a credit positive.
The ratings could be downgraded if United Wholesale's financial
profile or franchise position weaken. Downward ratings pressure may
develop if the company's: 1) origination market share drops
materially, 2) profitability weakens whereby Moody's expects its
net income to average assets to remain below 3.0% for an extended
period of time, 3) TCE to TMA ratio declines to and is expected to
remain below 17.5% for an extended period, 4) funding or liquidity
profile weaken, or 5) percentage of non-government sponsored entity
and non-government loan origination volumes grow to more than 12.5%
of its total originations without a commensurate increase in
alternative liquidity sources and capital to address the riskier
liquidity and asset quality profile that such an increase would
entail.
In addition, United Wholesale's unsecured bond rating would likely
be downgraded if the portion of secured MSR debt to total corporate
debt increases and is expected to remain above 30% for more than
1-2 quarters; under this scenario, Moody's expects the loss on
senior unsecured obligations in the event of default would be
materially higher.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
UPBOUND GROUP: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings changed the outlook for Upbound Group, Inc. to
stable from negative. At the same time, Moody's affirmed all other
ratings including the Ba2 corporate family rating, the Ba2-PD
probability of default rating, the Ba2 senior secured first lien
term loan rating and the B1 senior unsecured notes rating. The
speculative grade liquidity rating (SGL) remains unchanged at
SGL-2.
The change in outlook reflects the improvement and stabilization in
Upbound's customer non-performance metrics, including skip/stolen
losses at both the bricks-and-mortar Rent-A-Center segment as well
as the virtual lease-to-own Acima segment, following several
quarters of weaker than expected performance. The improved
performance reflects the easing inflationary environment, but also
risk management enhancements to the underwriting decision process,
particularly at Acima.
RATINGS RATIONALE
Upbound's Ba2 CFR is supported by the company's solid position in
the consumer rent-to-own industry, conservative leverage policy,
and adequate credit metrics with Moody's-adjusted debt/EBITDA of
2.8x and EBITA/interest coverage of 2.8x for the fiscal year ended
December 31, 2023. Moody's expects customer non-performance metrics
to further moderate over the next 12-18 months while the company
focuses on growing lease portfolios, driven primarily by further
penetration in the existing merchant base at Acima in addition to
new merchant growth, leading to modest recovery in 2024 and 2025 to
2.4-2.7x debt/EBITDA and 3.2x-3.7x EBITA/interest coverage. The
rating is also supported by Upbound's good liquidity over the next
12-18 months, including positive free cash flow, adequate cash
balances and solid availability under its $550 million asset based
revolving credit facility (ABL) which had $70 million drawn as of
year-end 2023. Upbound also benefits from long-dated maturities
with its $550 million ABL expiring in February 2026, its $875
million senior secured Term Loan Facility due in February 2028, and
its $450 million senior unsecured notes maturing in February 2029.
The Ba2 CFR is constrained by risks associated with virtual
lease-to-own, including the volatile customer non-performance risk
inherent in the model. More generally, the Ba2 is constrained by
moderate business risks associated with the rent-to-own industry
because of its focus on cash and credit constrained consumers,
which could give rise to increased consumer activism and societal
or governmental pressure that leads to legislative changes or
litigation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if Upbound experiences any material
unexpected issues, particularly in the Acima segment, or declines
in its core Rent-A-Center business, or if liquidity were to
materially weaken. Specific metrics include debt/EBITDA sustained
above 3.75x or EBITA/interest sustained below 3.25x.
A ratings upgrade is unlikely over the intermediate term. However,
over the long term, the ratings could be upgraded if Upbound
demonstrates that it can sustainably grow revenue and profitability
while effectively managing higher default risk associated with the
virtual lease-to-own portfolio. An upgrade would also require
consistent strong free cash flow generation, a sustained reduction
of debt and leverage levels, and stability in its core operating
performance including low variability in customer non-performance
metrics. Quantitatively, the rating could be upgraded if the
company demonstrates that debt/EBITDA can be sustained below 2.25x
and EBITA/interest coverage can be sustained above 5x through an
industry cycle.
Headquartered in Plano, Texas, Upbound Group, Inc. is a leading
provider of technology driven, flexible, no debt obligation leasing
solutions. Its omni-channel model utilizes proprietary data and
technology to facilitate transactions across a wide range of retail
channels including its Acima virtual lease-to-own platform,
Rentacenter.com, e-commerce partner platforms, partner retail
stores, and around 1,839 company-owned and 440 franchised
Rent-A-Center branded stores. Revenue was approximately $4 billion
for the fiscal year ended December 31, 2023.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
UPHEALTH INC: Awarded $110.2M Damages in Glocal Healthcare Dispute
------------------------------------------------------------------
UpHealth, Inc. provided an update on the arbitration brought by
UpHealth Holdings, Inc., a wholly-owned direct subsidiary of
UpHealth, against Glocal Healthcare Systems and several of Glocal's
officers and shareholders.
On March 18, 2024, the International Court of Arbitration of the
International Chamber of Commerce transmitted the Final Award to
the parties. In the Final Award, the arbitral tribunal found the
Respondents liable for breach of contract and directed them to pay
Holdings up to $110.2 million in damages, as well as most of the
legal costs and other expenses that Holdings incurred in the
arbitration. The $110.2 million damages are apportioned based on
the shareholders percentage of each of the Indian directors and
shareholders of Glocal: 34.38% to be paid by Dr. Syed Sabahat Azim,
34.38% by Richa Sana Azim, 4.69% by Mr. Gautam Chowdhury, 22.54% by
Mr. Meleveetil Damodaran, and 4.02% by Kimberlite Social India
Private Limited.
The dispute arose out of Holdings' acquisition of Glocal pursuant
to a Share Purchase Agreement dated October 30, 2020, and the
subsequent breach by Respondents of their contractual obligations
to relinquish control of Glocal to Holdings. In particular, the
Tribunal found that the Respondents "failed to give [Holdings]
control of [Glocal]" after the closing of the acquisition, despite
the payment in full of the acquisition consideration. The
Respondents were held personally liable.
UpHealth provided the following statement:
"We remain steadfast in our determination to hold fully accountable
the Respondents in the ICA proceeding, who sold us Glocal and then
refused to relinquish control of it, using misleading and baseless
claims, for their indefensible conduct and the resulting harm
caused to UpHealth and its stockholders. We appreciate the
unanimous decision from the arbitrators and we thank them for a
thorough and impartial elaboration and ruling. The Company is now
focused on improving UpHealth's remaining business, collecting the
award, and maximizing stockholder value."
Dr. Avi Katz, Chair of UpHealth's Board of Directors said,
"UpHealth and its Board of Directors has always been committed to
acting within our fiduciary duties to protect, unlock, and maximize
stockholders' value." Dr. Katz continued, "Among many other
business restructuring actions we have taken and announced in the
past, we are committed to ensure that our Board is comprised of
individuals who are free from conflict or entanglement with the
Glocal bad actors shareholders. In this regard, we are gravely
disappointed that two of our fellow Board members, Dr. Chirinjeev
Kathuria and Dr. Mariya Pylypiv had joined an investment and voting
group with the Glocal shareholders in 2022, when the breach of
contract occurred, with respect to the election of directors to the
Board of UpHealth in an attempt to actively take control of
UpHealth, and that since that time, stockholders affiliated with
this investment and voting group have sought to effectuate changes
to the corporate governance of UpHealth, including seeking to
nominate directors. Given the harmful conduct of the Glocal
shareholders, the remainder of the Board calls upon Dr.Kathuria and
Dr. Pylypiv to resign immediately from the Board to ensure the
UpHealth Board is comprised of directors who will pursue the
collection of this award impartially and without conflict or
delay."
About UpHealth
UpHealth -- https://uphealthinc.com/ -- is a global digital health
company that delivers digital-first technology, infrastructure, and
services to dramatically improve how healthcare is delivered and
managed. The UpHealth platform creates digitally enabled "care
communities" that improve access and achieve better patient
outcomes at lower cost, through digital health solutions and
interoperability tools that serve patients wherever they are, in
their native language. UpHealth's clients include health plans,
healthcare providers and community-based organizations.
UPTOWN HOLDINGS: Hires Thompson Premier Homes as Realtor
--------------------------------------------------------
Uptown Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Columbia to employ Thompson Premier Homes Group
as realtor.
The firm will market and sell the Debtor's real property known as
441 Kennedy St. NW, Washington, D.C. 20011.
The firm will be paid a commission of 6 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eboneese Thompson
Thompson Premier Homes Group
3926 12th St NE
Washington, DC 20017
Tel: (202) 804-4724
About Uptown Holdings, LLC
Uptown Holdings is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)). The Debtor owns the real property
located at 441 Kennedy St. NW, Washington, DC, 20011 valued at $1.4
million.
Uptown Holdings, LLC in Washington, DC, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
24-00060) on Feb. 27, 2024, listing $1,400,000 in assets and
$1,205,003 in liabilities. Marcus Sands as CEO, signed the
petition.
THE JOHNSON LAW GROUP, LLC serve as the Debtor's legal counsel.
VANGUARD MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Vanguard Medical, LLC
1600 Boston Providence Highway
Walpole, MA 02081
Business Description: The Debtor is a Connecticut limited
liability company formed in September,
2018. The Debtor conducts business
throughout New England including significant
business in the Commonwealth of
Massachusetts.
Chapter 11 Petition Date: March 25, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-10561
Judge: Hon. Janet E. Bostwick
Debtor's Counsel: Peter N. Tamposi, Esq.
THE TAMPOSI LAW GROUP, P.C.
159 Main St.
Nashua, NH 03060
Tel: 603-204-5513
Fax: 603-204-5515
Email: peter@thetamposilawgroup.com
Debtor's Counsel: ASCENDANT LAW GROUP LLC
Total Assets: $7,796,609
Total Liabilities: $6,694,550
The petition was signed by Clancy Purcell as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OQVBXDI/Vanguard_Medical_LLC__mabke-24-10561__0001.0.pdf?mcid=tGE4TAMA
VESTTOO LTD: Committee Hires Cox Hallett as Bermuda Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Vesttoo Ltd and
its affiliates seek approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Cox Hallett Wilkinson Limited as
Bermuda counsel.
The firm will provide these services:
(a) advise the Committee with respect to Bermuda law in relation
to these Cases;
(b) attend any hearings in Bermuda on behalf of the Committee,
to the extent required or appropriate;
(c) prepare, or advise, on behalf of the Committee, any
pleadings, including without limitation, motions, memoranda,
complaints, objections, and responses to any of the foregoing; and
(d) perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee’s powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
The firm will be paid at these rates:
Senior Counsel $950 per hour
Senior Associates/ Counsel $750 to $800 per hour
Junior Associates $500 to $650 per hour
Legal Assistants $90 to $175 per hour
Other Support Personnel $60 to $160 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Warren B. Bank, Esq., a partner at Cox Hallett Wilkinson Limited,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Warren B. Bank, Esq.
Cox Hallett Wilkinson Limited
Level 3, Cedar House, 41 Cedar Avenue
Hamilton, Bermuda, HM12
Tel: (441) 295-4630
Fax: (441) 292-7880
About Vesttoo Ltd
Vesttoo Ltd. is a technology-driven collateralized reinsurance
provider in Tel Aviv, Israel. It connects the insurance industry
with the capital markets by combining AI-powered technology with
expertise in data science, insurance and finance.
Vesttoo and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. (Lead Case No. 23-11160) on
August 14 and 15, 2023.
The Honorable Bankruptcy Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA Piper, LLP (US) as legal counsel and Kroll,
LLC as financial advisor. Epiq Corporate Restructuring, LLC is the
claims and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Greenberg Traurig, LLP as legal counsel and
Alvarez & Marsal North America, LLC as financial advisor.
VOLUME INDUSTRIES: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Volume Industries, LLC to use cash collateral, on a
final basis, in accordance with the budget.
As previously reported by the Troubled Company Reporter, Dime
Community Bank and the Debtor are parties to three loan agreements:
a Term Loan, a Line of Credit, and an Equipment Loan.
On December 29, 2022, the Debtor entered into a loan with Dime in
the principal amount of $150,000 with a maturity date of December
29, 2027 and an interest rate of 6.375%. The Term Loan is evidenced
by a promissory note, business loan agreement and commercial
security agreement, each dated December 29, 2022.
On December 29, 2022, the entered into a loan with Dime in the
principal amount of $350,000 with a maturity date of August 1, 2023
and a variable interest rate of 1.5 percentage points over the Wall
Street Journal Prime Rate Index, resulting in an initial interest
rate of 9%. The Line of Credit is evidenced by a promissory note
and business loan agreement, each dated December 29, 2022.
On June 10, 2020, the Debtor's predecessors, Substate LLC and VSLA
LLC entered into a loan with BNB Bank in the principal amount of
$361,437 with a maturity date of June 10, 2025, pertaining to a
Summa 3 metter Lasar Cutter, a loading unit for Trumpf trulaser,
and a monti antonio roll/roll drum transfer calendar, which was
assumed by the Debtor by assumption agreement dated May 27, 2022.
The Equipment Financing Agreement is evidenced by a chattel
mortgage.
Dime filed UCC-1 Financing Statements against the Debtor each of
which have been continued through the Petition Date or longer.
On May 12, 2022, Corporation Service Company, as Representative,
filed a UCC1 Financing statement # 202205125800838, the image of
which is not available on the UCC-1 website maintained by New York
State.
As adequate protection for the Debtor's use of the Collateral in
which the Secured Creditors assert an interest and for the purpose
of adequately protecting them from Collateral Diminution , the
Debtor will grant Dime replacement liens in all of the Debtor's
post-petition assets and proceeds, including the cash collateral
and the proceeds of the foregoing, to the extent that Dime had a
valid security interests in said prepetition assets on the Petition
Date and in the continuing order of priority that existed as of the
Petition Date.
A copy of the order is available at https://urlcurt.com/u?l=sOROkB
from PacerMonitor.com.
About Volume Industries LLC
Volume Industries LLC offers technical design, fabrication,
millwork, project management, logistics and installation, and
digital imaging services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-22094) on February 1,
2024. In the petition signed by James Wegner, president, the Debtor
disclosed $4,408,377 in assets and $4,901,380 in liabilities.
Judge Sean H. Lane oversees the case.
Dawn Kirby, Esq., at KIRBY AISNER & CURLEY LLP, represents the
Debtor as legal counsel.
WARFIELD RESTORATIONS: Case Summary & Three Unsecured Creditors
---------------------------------------------------------------
Debtor: Warfield Restorations, LLC
One Research Court, Suite 450
Rockville, MD 20850
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-12511
Judge: Hon. Lori S. Simpson
Debtor's Counsel: Michael J. Lichtenstein, Esq.
SHULMAN ROGERS, P.A.
12505 Park Potomac Avenue, Sixth Floor
Potomac, MD 2085
Tel: 301-230-5200
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roger Conley as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XDD7G5I/Warfield_Restorations_LLC__mdbke-24-12511__0001.0.pdf?mcid=tGE4TAMA
WATLOW ELECTRIC: Moody's Alters Outlook on 'B2' CFR to Positive
---------------------------------------------------------------
Moody's Ratings affirmed Watlow Electric Manufacturing Company's B2
corporate family rating and B2-PD probability of default ratings.
Concurrently, Moody's affirmed the B2 ratings on the backed senior
secured first lien bank credit facilities. The outlook was revised
to positive from stable.
The ratings affirmations reflect Watlow's solid competitive
standing as a supplier of thermal control solutions to
semiconductor manufacturing, aerospace and healthcare end markets.
The affirmations also reflect Moody's expectation that demand for
Watlow's products will drive improvement in operating performance
and free cash flow generation, particularly as prospects for the
semiconductor sector become more constructive.
The change in outlook to positive reflects Moody's expectation that
debt/EBITDA will be sustained below 4.5 times and the company will
generate positive free cash flow over the next 12-18 months. The
positive outlook also reflects Moody's expectation that the
semiconductor sector will return to growth following a slowdown in
2023.
RATINGS RATIONALE
The B2 CFR reflects Watlow's well established market position as a
supplier of thermal solutions to diverse end markets and primarily
the semiconductor sector. Moody's expects the semiconductor sector
to return to solid growth in 2024 and beyond. Industrywide demand
declined in 2023 as customers right-sized inventory levels. Growth
will be driven by the construction of microchip foundries in the
United States supported, in part, by the CHIPS Act. Watlow also
benefits from longstanding customer relationships supported by its
good reputation in the market and high switching costs for
customers.
The ratings also reflect Watlow's niche focus on thermal solutions
and operations in a fragmented sector. The company will continue to
be exposed to the cyclical semiconductor market which has resulted
in big revenue and cash flow swings in the past though the company
has become more diversified since its acquisition of Eurotherm in
2022. Adequate liquidity is supported by a solid cash balance, an
undrawn revolver and expected positive free cash flow.
The positive outlook reflects Moody's expectation that the company
will achieve good liquidity and continue to maintain conservative
financial policies for a privately owned company. The positive
outlook also reflects Moody's expectation of revenue and earnings
growth that will result in sustained positive free cash flow
generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Watlow's ratings could be upgraded if the company strengthens
liquidity and demonstrates consistently positive free cash flow.
Ratings could also be upgraded if debt/EBITDA is sustained below
4.5 times and EBITA/interest expense is sustained above 2.0 times.
Ratings could be downgraded if there is a continued decline in
revenue or profitability resulting in negative free cash flow.
EBITA/interest expense below 1.5 times could also result in a
downgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquarters in St. Louis, Missouri, Watlow Electric Manufacturing
Company produces highly engineered thermal technology products for
diverse end-markets including semiconductor manufacturing, medical,
aerospace & defense, energy, heavy vehicle and general industrial.
The company generated $759 million in 2023. The company is majority
owned by Tinicum.
YIED10 BIOSCIENCE: Enters Into Warrant Exercise Agreements
----------------------------------------------------------
Yield10 Bioscience, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on March 22, 2024, it
entered into warrant exercise agreements with certain existing
institutional investors, pursuant to which the institutional
investors have agreed to exercise (i) a portion of the warrants
issued to such institutional investors in May 2023, which are
exercisable for 671,140 shares of the Company's Common Stock, par
value $0.01 per share, and have a current exercise price of $2.98
per share and (ii) a portion of the warrants issued to such
institutional investors in August 2023, which are exercisable for
2,520,000 shares of Common Stock and have a current exercise price
of $0.65 per share.
In consideration for the immediate exercise of 3,191,140 of the
Existing Warrants for cash, the Company agreed to reduce the
exercise price of the Existing Warrants held by such institutional
investors, including any unexercised portion thereof, to $0.43 per
share, which is equal to the most recent closing price of the
Company's Common Stock on The Nasdaq Stock Market prior to the
execution of the Agreements. In addition, in consideration for the
Exercise, the institutional investors received new unregistered
warrants to purchase up to an aggregate of 6,382,280 shares of
Common Stock, equal to 200% of the shares of Common Stock issued in
connection with the Exercise, with an exercise price of $0.43 per
share, in a private placement pursuant to Section 4(a)(2) of the
Securities Act of 1933.
The New Warrants will have substantially the same terms as the
Existing Warrants, will be exercisable on the Shareholder Approval
Date, and have a term of exercise of five years from the
Shareholder Approval Date . The New Warrants contain standard
adjustments to the exercise price including for stock splits, stock
dividends, rights offerings and pro rata distributions. The New
Warrants also include certain rights upon "fundamental
transactions" (as described in the New Warrants), including the
right of the holders thereof to receive from the Company or a
successor entity the same type or form of consideration (and in the
same proportion) that is being offered and paid to the holders of
Common Stock in such fundamental transaction in the amount of the
Black-Scholes value (as described in the New Warrant) of the
unexercised portion of the New Warrants on the date of the
consummation of such fundamental transaction.
The Company has agreed to hold an annual or special meeting of
shareholders on or prior to the date that is 90 days following the
closing date of the Exercise for the purpose of obtaining such
approval as may be required by the applicable rules and regulations
of the Nasdaq Stock Market (or any successor entity) from the
shareholders of the Company with respect to issuance of all of the
New Warrants and the shares issuable upon the exercise thereof (the
date on which such approval is received and deemed effective under
Delaware law, the "Shareholder Approval Date").
The New Warrants include cashless exercise rights to the extent the
shares of Common Stock underlying the New Warrants are not
registered under the Securities Act of 1933, as amended.
Under the terms of the New Warrants, a holder will not be entitled
to exercise any portion of any such New Warrant, if, upon giving
effect to such exercise, the aggregate number of shares of Common
Stock beneficially owned by the holder (together with its
affiliates, any other persons acting as a group together with the
holder or any of the holder's affiliates, and any other persons
whose beneficial ownership of Common Stock would or could be
aggregated with the holder's for purposes of Section 13(d) or
Section 16 of the Securities Exchange Act of 1934, as amended,
would exceed 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of such warrant, which percentage may be increased at the
holder's election upon 61 days' notice to the Company subject to
the terms of such warrants, provided that such percentage may in no
event exceed 19.99%.
Maxim Group LLC is acting as the Company's warrant solicitation
agent in connection with the Exercise. The Company has agreed to
pay the Agent a cash fee equal to 7.0% of the total proceeds
received from the exercise of the Prior Warrants during the term of
the Agreement in connection with the solicitation by the Agent.
About Yield10
Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an
agricultural bioscience company focused on the large-scale
production of low carbon sustainable products from processing
Camelina seed using the oilseed Camelina sativa ("Camelina") as a
platform crop.
Yield10 Bioscience reported a net loss of $13.57 million for the
year ended Dec. 31, 2022, compared to a net loss of $11.03 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $8.08 million in total assets, $3.68 million in total
liabilities, and $4.40 million in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 14, 2023, citing that the Company has suffered recurring
losses from operations and does not have sufficient liquidity to
meet forecasted costs. This raises substantial doubt about the
Company's ability to continue as a going concern.
Based on its current cash forecast, the Company anticipates that
its present capital resources will not be sufficient to fund its
planned operations beyond early December 2023, which raises
substantial doubt as to the Company's ability to continue as a
going concern. This forecast of cash resources is forward-looking
information that involves risks and uncertainties, and the actual
amount of expenses could vary materially and adversely as a result
of a number of factors. The Company's ability to continue
operations after its current cash resources are exhausted will
depend upon its ability to obtain additional financing through,
among other sources, public or private equity financing, secured or
unsecured debt financing, equity or debt bridge financing, warrant
holders' ability and willingness to exercise the Company's
outstanding warrants, and additional government research grants or
collaborative arrangements with third parties, as to which no
assurances can be given. The Company does not know whether
additional financing will be available on terms favorable or
acceptable to it when needed, if at all. If additional funds are
not available when required, the Company will be forced to curtail
its research efforts, explore strategic alternatives and/or wind
down its operations and pursue options for liquidating its
remaining assets, including intellectual property and equipment,
according to the Company's Quarterly Report for the period ended
Sept. 30, 2023.
ZHANG MEDICAL: Taps Davis+Gilbert as Special Pension Counsel
------------------------------------------------------------
Zhang Medical P.C. d/b/a New Hope Fertility Clinic seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Davis+Gilbert LLP as its special pension counsel
effective Feb. 16, 2024.
The firm's services include:
a. providing legal advice with respect to the administrative
functions related to the Benefit Plans;
b. interfacing with the PBGC regarding inquiries, requests,
and negotiations, assisting the Debtor in ensuring it is in
compliance with any PBGC requirements to the extent it is necessary
to do so, and analyzing PBGC claims filed against the estate;
c. ensuring required discrimination testing has been completed
and passed;
d. ensuring that any necessary amendments to the Benefit Plans
have been made;
e. coordinating with the Debtor and the Benefit Plans'
third-party vendors to (i) ensure annual audits of the Benefit
Plans' financial statements are conducted, (ii) confirm accurate
Forms 5500 are filed and (iii) establish rollover IRAs for missing
plan participant; and
f. providing for the Debtor such other legal services related
to the Benefit Plans as may be necessary and proper in this
proceeding.
The firm will be paid at these rates:
Partners $760 to $995 per hour
Counsel $755 per hour
Associates $460 to $745 per hour
Paralegals $325 per hour
Alan Hahn, Partner $850 per hour
William B. Szanzer, Counsel $755 per hour
D+G does not hold or represent an interest adverse to the Debtor or
the Debtor's estate with respect to this matter, as required by
section 327(e) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Joseph Cioffi
Davis+Gilbert LLP
1675 Broadway
New York, NY 10019
Phone: (212) 468-4800
Email: jcioffi@dglaw.com
About Zhang Medical P.C.
d/b/a New Hope Fertility Clinic
New York-based Zhang Medical P.C. specializes in low and no-drug
infertility solutions that help women conceive with minimal
invasiveness. It conducts business under the name New Hope
Fertility Clinic.
Zhang Medical filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April
30, 2023, with $1 million to $10 million in both assets and
liabilities. Eric Huebscher has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
Joseph D. Nohavicka, Esq., at Pardalis & Nohavicka, LLP is the
Debtor's counsel.
[*] Windmill Motel Up For Sale on April 10, 2024
------------------------------------------------
Sullivan & Sullivan Auctioneers will hold a public auction on April
10, 2024, at 12:00 p.m. for the sale of a 16 Room Motel Known as
The Windmill Motel located at 497 Northeld Road in Bernardston,
Massachusetts.
A $50,000 deposit is required by bank check at the time & place of
sale. 2% Buyers premium, Massachusetts excise stamps, and
recording fees are obligation of buyer. The balance is due in 30
days, and other terms, if any, are announced at the auction.
Sullivan & Sullivan Auctioneers can be reached at:
Sullivan & Sullivan Auctioneers
148 Route 6A
Sandwich, MA 02563
Tel: 617-350-7700
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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 ***