/raid1/www/Hosts/bankrupt/TCR_Public/240328.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, March 28, 2024, Vol. 28, No. 87
Headlines
1100-1104 LAFAYETTE: Case Summary & One Unsecured Creditor
14554 VALENCIA: Case Summary & Three Unsecured Creditors
14963 SIERRA: Case Summary & Two Unsecured Creditors
244 ALBANY: Salvatore LaMonica Named Subchapter V Trustee
AC/DC SOLAR: Case Summary & 20 Largest Unsecured Creditors
AGILE THERAPEUTICS: Delisted From Nasdaq; Trades "Over the Counter"
AGILITI HEALTH: Moody's Lowers CFR & Secured Loans to 'B2'
ALGOMA STEEL: Moody's Assigns First Time 'B3' Corp. Family Rating
ALTUS JOBS: L. Todd Budgen Named Subchapter V Trustee
AMC NETWORKS: Moody's Rates New 2028 Secured Bank Facilities 'Ba3'
APPLIED ENERGETICS: RBSM LLP Raises Going Concern Doubt
ASCENT CLASSICAL ACADEMY: S&P Assigns 'BB' Rating on Revenue Bonds
ATLANTIC MARINE: Moody's Affirms Ba2 Rating on Cl. IV Revenue Bonds
ATLAS LITHIUM: Board Appoints Brian Talbot as Director and COO
AZG SALES: Yann Geron Named Subchapter V Trustee
BACKBEAT BREWING: Unsecureds Will Get 5% Dividend over 3 Years
BADGER FINANCE: S&P Lowers ICR to 'CCC-', Alters Outlook to Neg.
BIOLINERX LTD: Kesselman & Kesselman Raises Going Concern Doubt
BIOTRICITY INC: Sells $1 Million Worth of Preferred Shares
BLUE BIOFUELS: BF Borgers CPA Raises Going Concern Doubt
BLUEBIRD BIO: Reports Financial Results, Delays Filing of Form 10-K
BOBBITT ELECTRICAL: Unsecureds to Split $7,500 over 3 Years
CHAPIN DAIRY: Seeks to Extend Plan Exclusivity to April 19
CORE HEALTH: Charity Bird of Kaplan Named Subchapter V Trustee
CURO GROUP: Files for Chapter 11 to Facilitate Restructuring
DAY ONE DISTRIBUTION: Drew McManigle Named Subchapter V Trustee
DMK PHARMACEUTICALS: Committee Taps Dundon as Financial Advisor
EMX ROYALTY: Davidson & Company Raises Going Concern Doubt
ENJOY S.A.: Chapter 15 Case Summary
ENVERIC BIOSCIENCES: Marcum LLP Raises Going Concern Doubt
ESAB CORP: Moody's Assigns First Time 'Ba1' Corp. Family Rating
FAST FLOW: Case Summary & 20 Largest Unsecured Creditors
GOL LINHAS: Committee Taps Alton Aviation as Financial Advisor
GOL LINHAS: Committee Taps Alvarez & Marsal as Financial Advisor
GOL LINHAS: Committee Taps Jefferies LLC as Investment Banker
GOL LINHAS: Committee Taps Stocche Forbes as Brazilian Counsel
GOL LINHAS: Committee Taps Willkie Farr & Gallagher as Counsel
HBL SNF: No Resident Care Concerns, 10th PCO Report Says
HIGH PLAINS RADIO: Voluntary Chapter 11 Case Summary
HIGHLAND GROUP: Case Summary & Four Unsecured Creditor
HIRERIGHT HOLDINGS: Moody's Cuts CFR to 'B3', Outlook Stable
HORNBLOWER HOLDINGS: Seeks to Hire Ordinary Course Professionals
I.C.T.I. LLC: Seeks to Hire Milledge Law Group as Legal Counsel
INNOVATE CORP: Extends Rights Offering Subscription Until April 9
KAST MEDIA: Andrew Levin of Fairport Named Subchapter V Trustee
LUCIDA CONSTRUCTION: Unsecureds Will Get 11.4% of Claims in Plan
MATADOR RESOURCES: Moody's Alters Outlook on 'Ba3' CFR to Positive
MATADOR RESOURCES: S&P Rates New $800MM Sr. Unsecured Notes 'BB-'
MBMBA LLC: Case Summary & One Unsecured Creditor
MED PARENTCO: Moody's Raises CFR to B3 & Alters Outlook to Stable
MED PARENTCO: S&P Rates New First-Lien Debt 'B-', Outlook Stable
MGM RESORTS: Moody's Rates New $750MM Senior Unsecured Notes 'B1'
MOHAWK DRIVE: Stephen Gray Named Subchapter V Trustee
MOUNTAINSIDE COAL: Ellis & Winters Advises Binderless Coal & BRCPF
NASHVILLE SENIOR: PCO Report Raises Concern Over Low Staffing
NEW HOME: Moody's Rates New $325MM Senior Unsecured Notes 'B2'
NOVABAY PHARMACEUTICALS: Closes Sale of DERMAdoctor for $1.1M
NOVABAY PHARMACEUTICALS: Incurs $9.6 Million Net Loss in 2023
NOVELIS INC: Moody's Affirms 'Ba2' CFR, Outlook Stable
PANGEA ORGANICS: Unsecureds Have 2 Options in Plan
PAVMED INC: Marcum LLP Raises Going Concern Doubt
PHINIA INC: Moody's Rates New Senior Secured Notes 'Ba1'
POTTERS BORROWER: Moody's Rates $100MM Upsized 1st Lien Revolver B2
PREMIER GLASS: Non-insider Unsecureds Will Get 29% over 5 Years
PRIEST ENTERPRISES: Steven Rayman of CBH Named Subchapter V Trustee
PYRAMID INVESTMENT: Aaron Cohen Named Subchapter V Trustee
QUALITY CARE: Court Directs U.S. Trustee to Appoint PCO
R & P LAND: Voluntary Chapter 11 Case Summary
REALTY SOLUTIONS: Deborah Caruso Named Subchapter V Trustee
REKOR SYSTEMS: Marcum LLP Raises Going Concern Doubt
RENNOVA HEALTH: Extends Expiration of Series B Warrants
RITE AID: Comm. Tap Cushman/Keen-Summit as Real Estate Advisors
RYVYL INC: Simon & Edward Raises Going Concern Doubt
SADVIPRA LLC: Voluntary Chapter 11 Case Summary
SHELTERING ARMS: Hires Garfunkel Wild as Bankruptcy Counsel
SHELTERING ARMS: Seeks to Hire Wagner Law Group as Special Counsel
SIERRA BONITA: Case Summary & One Unsecured Creditor
ST MICHAEL'S COLLEDGE: Moody's Lowers Issuer & Bond Ratings to Ba3
SUNLAND MEDICAL: Plan Exclusivity Period Extended to April 26
SURGERY CENTER: Moody's Rates New $600MM Unsecured Notes 'Caa1'
SURGERY CENTER: S&P Rates New $600MM Senior Unsecured Notes 'CCC+'
TIMBER PHARMACEUTICALS: Seeks to Extend Plan Exclusivity to June 17
TOPGOLF CALLAWAY: Moody's Alter Outlook on 'B1' CFR to Negative
TRANSMONTAIGNE PARTNERS: Moody's Alters Outlook on B2 CFR to Neg.
TRIPLE 7: Ellis & Winters Advises Binderless Coal & BRCPF M&M
VALLEY NATIONAL: S&P Affirms BB+ Rating on Subordinated Notes
VENUS CONCEPT: Granted Continued Listing by Nasdaq Hearings Panel
VIEWBIX INC: Brightman Raises Going Concern Doubt
VIVAKOR INC: Signs Deal to Acquire Endeavor Entities for $120M
WARFIELD CENTER: Case Summary & Three Unsecured Creditors
WARFIELD HISTORIC PROPERTIES: Case Summary & Unsecured Creditors
WARFIELD HISTORIC: Case Summary & Three Unsecured Creditors
WARFIELD PROPERTIES: Case Summary & Three Unsecured Creditors
WHIDBEY ISLAND PHD: Moody's Cuts Rating on 2013 GOULT Bonds to B1
WHITEWATER WHISTLER: S&P Affirms 'BB+' ICR, Alters Outlook to Neg.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1100-1104 LAFAYETTE: Case Summary & One Unsecured Creditor
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Debtor: 1100-1104 Lafayette Ave LLC
1100-1104 Lafayette Avenue
Brooklyn, NY 11221
Business Description: 1100-1104 Lafayette is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)). The Debtor is the owner
of real property located at 1100-1104
Lafayette Avenue, Brooklyn, New York
valued at $3.5 million.
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-41299
Debtor's Counsel: Rachel S. Blumenfeld, Esq.
LAW OFFICE OF RACHEL S. BLUMENFELD PLLC
26 Court Street
Suite 2220
Brooklyn, NY 11242
Tel: 718-858-9600
Email: rachel@blumenfeldbankruptcy.com
Total Assets: $3,500,000
Total Liabilities: $650,000
The petition was signed by Sung An as president.
The Debtor listed Key Bank, 65 Dutch Hill Road, Orangeburg, NY
10962 as its sole unsecured creditor holding a claim of $650,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/X4IXXZI/1100-1104_Lafayette_Ave_LLC__nyebke-24-41299__0001.0.pdf?mcid=tGE4TAMA
14554 VALENCIA: Case Summary & Three Unsecured Creditors
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Debtor: 14554 Valencia Ave, LLC
16 Rue Grand Vallee
Newport Beach, CA 92660
Business Description: 14554 Valencia 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.: 24-10730
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/DGF3NQA/14554_Valencia_Ave_LLC__cacbke-24-10730__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Three 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
Tel: 626-827-8431
Email: brent@knlgroupcpm.com
3. Mario Banuelos Trade Debt $400
PO Box 152
Claremont, CA 91711
Email: marioray77@icloud.com
14963 SIERRA: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: 14963 Sierra Bonita Lane, LLC
16 Rue Grand Vallee
Newport Beach, CA 92660
Business Description: 14963 Sierra 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.: 24-10732
Judge: Hon. Theodor Albert
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 sole
member/manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NWBH5OI/14963_Sierra_Bonita_Lane_LLC__cacbke-24-10732__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 $956
Attn: Brent M. Melkesian
PO Box 7115
La Verne, CA 91750
Tel: 626-827-8431
Email: brent@knlgroupcpm.com
244 ALBANY: Salvatore LaMonica Named Subchapter V Trustee
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The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
244 Albany, LLC.
Mr. LaMonica will be paid an hourly fee of $725 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Phone: 516-826-6500
Email: sl@lhmlawfirm.com
About 244 Albany
244 Albany, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-41099) on March
13, 2024, with $500,001 to $1 million in both assets and
liabilities.
Judge Nancy Hershey Lord presides over the case.
AC/DC SOLAR: Case Summary & 20 Largest Unsecured Creditors
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Debtor: AC/DC Solar, LLC
9942 Currie Davis Dr. Suite B
Tampa, FL 33619
Business Description: The Debtor is a solar energy contractor in
Florida.
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-01582
Judge: Hon. Catherine Peek Mcewen
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $215,430
Total Liabilities: $1,301,378
The petition was signed by Jay Liran Metzer as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BXSEWIA/ACDC_Solar_LLC__flmbke-24-01582__0001.0.pdf?mcid=tGE4TAMA
AGILE THERAPEUTICS: Delisted From Nasdaq; Trades "Over the Counter"
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Agile Therapeutics, Inc. announced that the Company has received a
final delisting notice from Nasdaq.
The delisting is a result of failure to regain compliance with the
minimum stockholders' equity requirement for continued listing on
the Nasdaq Capital Market set forth in Nasdaq Listing Rule
5550(b)(1) requiring companies listed on the Nasdaq Capital Market
to maintain stockholder's equity of at least $2,500,000.
Suspension of trading in the Company's common stock on the Nasdaq
exchange was effective at the open of trading on March 26, 2024.
Following the Nasdaq delisting, shares of the Company's common
stock will continue to trade publicly. Effective March 26, 2024,
the Company's common stock is eligible for quotation and trading on
the "over the counter" market operated by the OTC Markets Group
Inc. (the "OTC Market"). The Company's trading symbol will remain
AGRX. For stock price quotes or additional information on the OTC
Market, please visit www.otcmarkets.com. The Company has applied
for trading on the OTC-QB market.
The Company does not expect the transition to the OTC Market to
affect business operations. The Company remains focused on
executing its business plan and will explore any and all strategic
opportunities, both internally and externally, that have the
ability to maximize Twirla growth, as well as grow shareholder
value.
Following the Nasdaq delisting, the Company's common stock will
continue to be registered with the SEC under the Exchange Act, and
the Company will continue to file reports under the Exchange Act,
which reports will be available on the SEC's website, www.sec.gov.
This announcement is made in compliance with Nasdaq Listing Rule
5810(b), which requires prompt disclosure of receipt of a Staff
delisting determination.
About Agile Therapeutics Inc.
Agile Therapeutics, Inc. is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Agile reported a net loss of $25.41 million for the year ended Dec.
31, 2022, compared to a net loss of $71.07 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $10.89
million in total assets, $23.30 million in total liabilities, and a
total stockholders' deficit of $12.41 million.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 22, 2023, citing that the Company has generated losses
since inception, used substantial cash in operations, anticipates
it will continue to incur net losses for the foreseeable future,
requires additional capital to fund its operating needs and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
The Company has generated losses since inception, used substantial
cash in operations, has a working capital deficit as of September
30, 2023, and anticipates it will continue to incur net losses for
the foreseeable future. The Company's future success depends on
its ability to obtain additional capital and/or implement various
strategic alternatives, and there can be no assurance that any
financing can be realized by the Company, or if realized, what the
terms of any such financing may be, or that any amount that the
Company is able to raise will be adequate. Based upon the
foregoing, management has concluded that there is substantial doubt
about the Company's ability to continue as a going concern through
the 12 months following the date on which this Quarterly Report on
Form 10-Q is filed, according to the Company's Quarterly Report for
the period ended Sept. 30, 2023.
AGILITI HEALTH: Moody's Lowers CFR & Secured Loans to 'B2'
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Moody's Ratings downgraded Agiliti Health, Inc.'s Corporate Family
Rating to B2 from B1, Probability of Default Rating to B2-PD from
B1-PD, the senior secured and backed senior secured credit
facilities to B2 from B1, with a stable outlook. Previously, the
ratings were on review for downgrade. The company's Speculative
Grade Liquidity Rating (SGL) was downgraded to an SGL-2 from an
SGL-1. In conjunction with the downgrade, Moody's assigned a B2
rating on the company's proposed backed senior secured first lien
incremental term loan-B. These actions conclude the review for
downgrade initiated on February 27, 2024.
Proceeds from the proposed incremental term loan-B will partially
fund the planned leveraged buy-out ("LBO") transaction by Thomas H.
Lee Partners, L.P. (THL) for approximately $2.5 billion. The
acquisition by THL is expected to close in the first half of 2024
subject to regulatory approvals.
The downgrade reflects Moody's view that the LBO will drive
Agiliti's leverage to be sustained over five times beyond the next
12-18 months. The additional debt will increase interest expense
that will pressure operating and cash flow metrics and make the
company more weakly positioned to absorb any unexpected operating
setbacks. Further, the rating action reflects the risk of more
aggressive financial policies to be enacted under full private
sponsor ownership. As such, governance risk considerations are
material to this rating action.
The downgrade in the SGL to an SGL-2 from an SGL-1 represents
Moody's forecast of weaker free cash flow following the LBO.
The stable outlook is supported by Moody's expectation that Agiliti
will continue to execute its operating strategies, diversify, and
maintain single digit revenue growth. Further, Moody's expects that
financial leverage will improve modestly absent material
debt-financed acquisitions or sponsor dividends.
RATINGS RATIONALE
Agiliti's B2 CFR rating reflects Moody's expectation that the
company will sustain higher financial leverage than its historical
trend, with debt/EBITDA around 5.5x through 2025. Retained free
cash flow as a percentage of net debt is expected to fall below
10%, compared to approximately 16% as of December 31, 2023. This
decline is attributable to higher interest expense from the rise in
debt, and substantial capital expenditures. Moody's expects the
capital expenditures to decline as the company endeavors to expand
its scope to include less capital-intensive activities such as
clinical engineering and on-site managed services business.
Agiliti focuses on a narrow segment of the medical equipment
sector. The company's clinical engineering and on-site managed
services businesses are lower margin businesses but tend to be more
stable than the short-term equipment solutions business, as demand
for short-term rentals can be volatile. Agiliti benefits from its
national presence, with around 90% of acute care locations in the
company's service territory. The COVID-19 pandemic has increased
demand for the company's services over the longer term, as
healthcare providers and government agencies increasingly focus on
managing medical equipment needs.
The Speculative Grade Liquidity Rating of SGL-2 reflects good
overall liquidity. Moody's believes this will be supported by
Agiliti's $20 million of cash on the balance sheet as of December
31, 2023 and full availability on its $300 million senior secured
first lien revolving credit facility. Further, Moody's forecasts
positive cash flow generation of roughly $25 million in 2024.
Agiliti Health, Inc.'s CIS-4 indicates the rating is lower than it
would have been if ESG risk exposures did not exist. Agiliti has
exposure to governance risks due namely to the company's board
composition that is dominated by a financial sponsor. Following the
LBO, Moody's believes the company will be more likely to adopt
aggressive financial policies as noted by the additional debt
incurred to finance the transaction. Agiliti also has exposure to
social risks and is impacted by demographic and societal trends.
While Agiliti has no direct reimbursement risks from public payors,
its customers, which include acute care hospitals, have significant
levels of exposures to government payors. As a result, any
pressures on its customers to lower costs could impact the demand
and pricing for Agiliti's services.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Agiliti maintains solid organic
revenue growth and balanced capital allocation priorities.
Quantitatively ratings could be upgraded if debt/EBITDA is
sustained below 5.0 times and free cash flow to debt is sustained
above 10%, while maintaining a good or very good liquidity
profile.
Ratings could be downgraded if Agiliti's operating performance were
pressured, or the company's financial policies became more
aggressive. Quantitatively ratings could be downgraded if
debt/EBITDA is sustained above 6.0 times or liquidity were to
erode.
Headquartered in Minneapolis, MN, Agiliti Health, Inc. serves more
than 10,000 national, regional and local acute care and alternative
site healthcare providers across the US. The company provides
services across three primary service lines: On-site Managed
Services, Clinical Engineering Services and Equipment Solutions.
Revenues were approximately $1.2 billion for the year ended
December 31, 2023. Following the LBO, affiliates of Thomas H. Lee
Partners, L.P. will own the company in its entirety.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ALGOMA STEEL: Moody's Assigns First Time 'B3' Corp. Family Rating
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Moody's Ratings assigned first time ratings to Algoma Steel Group
Inc. ("Algoma"), consisting of a B3 corporate family rating and
B3-PD probability of default rating. Moody's also assigned an SGL-1
speculative grade liquidity rating to the company. At the same
time, Moody's assigned a B3 rating to Algoma Steel Inc.'s
("Borrower") proposed backed senior secured second lien notes. The
outlook is stable at both entities.
The proceeds from the proposed new backed senior secured second
lien notes will largely go to cash, strengthening the balance sheet
with a portion that could fund the company's capex for the Electric
Arc Furnace (EAF) transformation project depending on other cash
generation.
RATINGS RATIONALE
Algoma's B3 CFR is constrained by: (1) significant execution risk
involved in the EAF project; (2) its small size (2.2 million tons
of steel shipments in FY2023); (3) a single production site, with a
single operating blast furnace; (4) exposure to volatile steel
prices; and (5) a competitive disadvantage relative to North
American peers because of incremental freight costs from Sault Ste
Marie, Ontario. The rating benefits from its: (1) relatively low
cost hot rolled steel making capabilities, using its Direct Strip
Production Complex; (2) access to no-interest, forgivable
(dependent on certain emission targets) government debt financing
to assist with EAF project; (3) reduced earnings variability on
successful execution of the EAF project; (4) Moody's expected
adjusted leverage of less than 4x in fiscal 2025; and (5) very good
liquidity (pro forma the debt raise) providing financial
flexibility for increased capital needs in the EAF project or in a
depressed steel price environment.
Algoma's capital structure will consist of three classes of debt:
(1) $300 million ABL revolver (unrated); (2) the new $350 million
backed senior secured second lien notes; and (3) about CAD241
million government loans (principal value). The backed senior
secured second lien notes are rated B3, same as the company's CFR.
The ABL, secured notes and government loans are all secured by
substantially all assets. However, the ABL has a senior position in
the debt capital structure relative to the secured notes, and those
notes have a priority over the government loans.
Governance is one of the key considerations for the rating.
Algoma's CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. The score reflects the
company's limited track record in maintaining a prudent financial
policy as a public company across various market conditions. As an
integrated steel manufacturer, the company is significantly exposed
to risks associated with carbon transition, natural capital, and
waste and pollution. Furthermore, it faces substantial social
risks, particularly related to the health and safety of its
unionized workforce.
Algoma has very good liquidity (SGL-1). Pro-forma for the debt
raise, sources total about CAD890 million compared to uses of about
CAD200 million through fiscal 2025. Liquidity sources consist of
cash of about CAD560 million as of December 2023 (pro forma for the
debt raise), about CAD332 million available under its $300 million
ABL credit facility (due in 2028). Uses include Moody's expected
free cash flow usage around CAD200 million through fiscal 2025.
Moody's expects Algoma to remain in compliance with the springing
fixed charge coverage ratio covenant on its ABL facility over the
next four quarters.
The stable rating outlook incorporates Moody's expectation that
Algoma will maintain relatively stable operational performance in
fiscal 2025 and its credit metrics will remain commensurate with
the rating. It also incorporates Moody's expectation that the
company will not experience significant operational disruptions at
its plant or from its suppliers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company successfully completes
the EAF project, the company is able to generate consistent
positive free cash flow, adjusted debt/EBITDA is maintained below
4x and (CFO-dividend)/debt is sustained above 15%.
The ratings could be downgraded if the company experiences material
operational disruptions that result in a weaker than expected
operating performance, liquidity materially deteriorates, adjusted
debt/EBITDA is sustained above 6x or (CFO-dividend)/debt sustained
below -10%.
The principal methodology used in these ratings was Steel published
in November 2021.
Algoma Steel Group Inc., headquartered in Sault Ste Marie, Ontario,
is an integrated steel producer.
ALTUS JOBS: L. Todd Budgen Named Subchapter V Trustee
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The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Altus Jobs, LLC.
Mr. Budgen 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. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Altus Jobs
Altus Jobs, LLC is a recruiting firm, specializing in the high
demand Architectural, Engineering, and Construction market.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01274) on March 15,
2024, with $1,196,512 in assets and $319,055 in liabilities. Saum
D. Sharifi, president, signed the petition.
Judge Lori V. Vaughan presides over the case.
Frank M. Wolff, Esq., at Nardella & Nardella, PLLC represents the
Debtor as legal counsel.
AMC NETWORKS: Moody's Rates New 2028 Secured Bank Facilities 'Ba3'
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Moody's Ratings assigned a Ba3 rating to AMC Networks Inc.'s
proposed senior secured bank credit facilities ($175 million
revolver and $325 million term loan A) due 2028, and to the
proposed $700 million senior secured notes due 2029. Concurrently,
Moody's affirmed AMC's B1 Corporate Family Rating and B1-PD
Probability of Default Rating. In addition, Moody's downgraded
AMC's senior secured bank credit facility ratings to Ba3 from Ba1
and senior unsecured ratings to B3 from B2. The company's
speculative grade liquidity rating is unchanged at SGL-1. The
outlook remains negative.
The proceeds from the proposed senior secured term loan A and
senior secured notes offering, in conjunction with $280 million in
cash from AMC's balance sheet, will be used to refinance (i) all
but $100 million of the company's existing term loan A maturing in
February 2026 and (ii) repay all of the outstanding 4.75% senior
unsecured notes due August 2025. The rating on the existing senior
unsecured notes due August 2025, and on the existing revolving
credit facility will be withdrawn at the close of the transaction.
The Ba3 rating for the existing term loan, and for the proposed
senior secured facilities (revolver and term loan A) as well as for
the senior secured notes are one notch above AMC's CFR given their
senior position in the capital structure, the collateral they enjoy
against AMC's domestic restricted subsidiaries, and the significant
rating lifts it receives from the cushion provided by the existing
$1,000 million senior unsecured notes due in February 2029. The
rating also reflects adjustments for the uncertainty regarding the
evolution of the capital structure going forward that Moody's
believes could lower the recovery on this class of debt. The B3
rating for the $1,000 million senior unsecured notes reflect their
contractual subordination to the senior secured credit debt in
AMC's capital structure. Pro forma for the refinancing, Moody's
projects AMC's total debt-to-EBITDA at year-end 2024 and 2025, will
be 3.9x and 3.7x, respectively.
"With this proposed refinancing, AMC will improve its financial
flexibility by extending debt maturities by four years and will
enable the management team the much needed operating flexibility to
address continued linear subscriber losses and contracting
advertising sales," said Emile El Nems, VP-Senior Credit Officer at
Moody's.
RATINGS RATIONALE
AMC Networks' credit profile is constrained by social and
demographics risks (S-4) reflected in the CIS-4 Credit Impact
Score. This is largely attributable to the secular pressures facing
linear television, AMC Networks' competitive positioning, and the
company's scale relative to its peer group. The television
landscape is rapidly changing with continued subscriber migration
from linear services to streaming platforms. This rapid migration
has caused operating pressures to negatively impact revenue and
profitability. In addition, Moody's rating reflects the company's
risk exposure to revenue concentration largely driven by a handful
of successful shows, elevated leverage on a gross basis, and event
risks associated with the controlling stake in AMC Networks owned
by the Dolan family.
The ratings are supported by solid free cash flow generation
expected in 2024 and 2025, management's strong commitment to reduce
leverage and maintain very good liquidity, brand recognition,
proven ability to consistently deliver high quality content and
ratings to targeted audiences with demographics that appeals to
distributors.
Moody's expects AMC Networks to maintain very good liquidity over
the next twelve months. This is supported by around $571 million in
cash (at December 31, 2023), full availability under the company's
$175 million undrawn revolving credit facility expiring in April
2028, and Moody's expectation for about $150 million in free cash
flow in 2024.
The credit facility is governed by a maximum net debt-to-operating
cash flow ratio of 5.75x stepping down to 5.5x after two years, and
a minimum operating cash flow-to-interest expense covenant of 2.0x
stepping up to 2.25x after two years. Moody's projects the company
to have ample liquidity under both covenants. In 2024, Moody's does
not expect AMC Networks to draw on its revolver.
The negative outlook reflects Moody's expectations for (i)
declining revenue and profitability and (ii) limited visibility as
to when the transition of the business model will result in
stabilized operating performance.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company successfully
transitions the business model to DTC (direct to consumer) such
that the overall subscriber base stabilizes and it achieves
sustained organic revenue and EBITDA growth; the company maintains
at least good liquidity; and debt-to-EBITDA is sustained below 3.0x
(including Moody's adjustments).
The ratings could be downgraded if the company's operating
performance or liquidity further weakens and there is an inability
to offset subscriber losses with growth in DTC without an attendant
reduction in leverage; debt-to-EBITDA is sustained above 4.0x
(including Moody's adjustments).
Headquartered in New York, New York, AMC Networks Inc. supplies
television programming to pay-TV service providers throughout the
United States. The company predominantly operates five
entertainment programming networks - AMC, WE tv, IFC, Sundance TV
and BBC America. Revenue for the LTM December 31, 2023 was
approximately $2.7 billion.
The principal methodology used in these ratings was Media published
in June 2021.
APPLIED ENERGETICS: RBSM LLP Raises Going Concern Doubt
-------------------------------------------------------
Applied Energetics, Inc. disclosed in a Form 10-K Report filed with
the U.S. Securities and Exchange Commission for the fiscal year
ended December 31, 2023, that RBSM LLP, the Company's auditor since
2016, expressed that there is substantial doubt about the Company's
ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 26, 2024, Las Vegas, NV-based RBSM LLP said, "The
Company has suffered recurring losses from operations and will
require additional capital to fund its current operating plan, that
raises substantial doubt about the Company's ability to continue as
a going concern."
According to the Company, for the fiscal years ended December 31,
2023 and 2022, it had revenues of $2,631,443 and $1,307,757,
respectively, and had net losses of $7,350,435 and $5,771,642,
respectively.
As of December 31, 2023, the Company had $1,319,526 in available
cash and cash equivalents and working capital of $ 1,108,274. The
Company is conducting a small, private bridge financing to cover
certain short-term expenses and believes its cash position is
sufficient for the next several months, but it may need to raise
additional capital in order to fund its operations beyond that. The
Company must allocate funds toward SEC compliance as well as
Defense Contract Audit Agency (DCAA), International Traffic in Arms
Regulations (ITAR) and other federal regulatory compliance. The
Company also needs funds for general and administrative expenses,
including salaries, benefits, supplies and equipment, lease expense
on its headquarters, accounting, legal, and other professional fees
and other miscellaneous expenses. The Company's failure to secure
sufficient financing could render it unable to fund these necessary
costs and expenses. The Company also may require additional funding
for research and development before it is able to commercialize its
technology. During the 2023 fiscal year, nearly all of the funds
for its research and development came from government
grant/contract awards, and it did not engage in any additional
capital raising activities. The Company may secure additional
government contracts or sub-contracts with larger contractors to
fund additional research and development. However, the Company may
need to raise additional capital to supplement these contracts even
if it is able to secure them.
The Company's operating plans and capital requirements are subject
to change based on how it determines to proceed with respect to
development programs and if it pursues any strategic alternatives.
The Company may seek to raise additional funds through the issuance
of equity securities, but such financing may not be available on
terms acceptable to the Company if at all. Any equity financing
would cause the percentage ownership by the Company's current
stockholders to be diluted, and such dilution may be substantial.
Also, any additional equity securities issued may have rights,
preferences or privileges senior to those of existing stockholders.
If such financing is not available when required or is not
available on acceptable terms, the Company may be required to
modify or curtail its operations, which could cause investors to
lose the entire amount of their investment. The Company can give no
assurances that its planned operations will generate revenues in
the future or whether any such revenues will result in
profitability.
As of December 31, 2023, the Company had $3,541,959 in total
assets, $1,921,873 in total liabilities, and $1,620,086 in total
stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/y8nn6t8s
About Applied Energetics
Tucson, Arizona-based Applied Energetics, Inc. specializes in the
development and manufacture of advanced high-performance lasers and
optical systems, and integrated guided energy systems, for
prospective defense, national security, industrial, biomedical, and
scientific customers worldwide.
ASCENT CLASSICAL ACADEMY: S&P Assigns 'BB' Rating on Revenue Bonds
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term rating to the
Colorado Educational and Cultural Facilities Authority's series
2024A and 2024B (taxable) charter school revenue bonds, issued for
Ascent Classical Academy Charter Schools, Inc. (ACACS).
The outlook is stable.
"The rating reflects our view of the network's very high leverage
on a pro forma basis, relatively short history and track record for
both management and the organization as a whole compared with those
of rated peers, and the necessity of continued enrollment growth to
support an increase in net revenues to achieve MADS coverage of
1x," said S&P Global Ratings credit analyst Amber Schafer.
"It also reflects the network's growing enrollment trend, some
diversity across four campuses, solid retention rates to date,
growing unrestricted reserves supporting a sufficient liquidity
position for the rating, and history of healthy financial operating
performance," she added.
Proceeds from the fixed-rate series 2024A and 2024B bonds
(approximately $77.3 million total) will be used to refund the
school's privately placed series 2023 bonds, which were originally
issued to finance the acquisition and renovation of the school's
Grand Junction campus ($17.3 million). In addition, the series 2024
bond proceeds will be used to finance about $60.4 million of
new-money debt, which will be used to acquire the Douglas County
and Northern Colorado campuses (approximately $34.1 million),
finance expansion and improvements to the facilities ($12.4
million), acquire modular facilities (about $1.4 million), and
provide funds for a fully funded debt service reserve equal to
maximum annual debt service (MADS).
Ascent Colorado is a growing network of charter schools with four
locations in Colorado: Lone Tree (Douglas County), Windsor
(Northern Colorado), Brighton (Northern Denver), and Grand Junction
(western Colorado). The network's flagship location in Lone Tree
began operations in fall 2018 with just over 300 students and has
grown to a current enrollment of over 1,000 students (including 160
students related to its homeschool program). The network's Windsor
site opened in fall 2020 with about 270 students and has grown to
about 680 students in the current year (with about 70 students
related to its homeschool program). The Brighton and Grand Junction
campuses just opened for the current academic year, with enrollment
of about 285 and 222, respectively, in fall 2023. Preliminarily,
for fall 2024, management expects enrollment growth for all
campuses, though growth at the Lone Tree campus has moderated as
grades have filled out, with total enrollment across the four
campuses anticipated to be about 2,500.
ATLANTIC MARINE: Moody's Affirms Ba2 Rating on Cl. IV Revenue Bonds
-------------------------------------------------------------------
Moody's Ratings has revised the outlook to stable from negative for
Atlantic Marine Corps Communities LLC's ("AMCC") Military Housing
Revenue Bonds Class I, Class II, Class III and Class IV. Moody's
also affirms the A3, Baa2, Baa2, and Ba2 ratings, respectively, on
approximately $600 million of debt outstanding.
The outlook revision to stable from negative reflects the recent
trend of strong revenue growth that will generate positive
operating results and reverse prior year financial trends impacted
by Hurricane Florence.
RATINGS RATIONALE
The rating affirmations reflect improved occupancy, anticipated
increases in unit availability and favorable housing rental rate
growth which provide a more positive operating environment and will
sustain financial results above the Moody's-adjusted total debt
service coverage 1.07x achieved in fiscal 2023. This represents a
notable improvement from Moody's-adjusted coverage at or below 1.0x
the prior five years, which required use of available liquidity
outside the debt service reserve fund in fiscal 2022 to meet debt
obligations. In addition, the rating also incorporates the enhanced
Department of Defense (DoD) funding received that has enabled the
project to address the large level of deferred maintenance as well
as provide for the slow restoration of overall liquidity.
RATING OUTLOOK
The outlook revision to stable from negative for all classes of
bonds reflects completion of rebuilding efforts from Hurricane
Florence that were a material drain on AMCC's financial resources,
recent expenditure trends that have moderated, as well as robust
rental revenue increases from multiyear BAH rate growth that has
averaged 6.6% annually over six years.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Sustained improvement in debt service coverage across the four
tranches as reflected by Class IV coverage maintained above 1.05x
-- Substantive reserve replenishment that provides additional
project liquidity to support operations and fund ongoing project
revitalization
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Declining annual operating margins that constrain the project's
ability to meet Class IV debt service absent draws on available
reserves
-- Material changes in housing market demand that impairs
occupancy performance and overall project operations
LEGAL SECURITY
The Bonds are secured on a pari passu basis by class by a first
priority lien on all of the Issuer's revenues, including funds
derived from insurance proceeds, condemnation awards and funds from
any other sources, and all cash and securities held in the funds
created pursuant to the Indenture (other than the Project
Recapitalization Account, the Operating Reserve Account, and the
Utilities Account). Under the Indenture, AMCC has granted to the
Trustee a lien on, and security interest in, its leasehold interest
under the Ground Lease. Additionally, the debt service reserve
funds is funded through a surety from National Public Finance
Guarantee Corp (Baa2 negative) for the each class of underlying
debt based on maximum annual debt service. Legal provisions require
that property insurance be provided in an amount equal to
replacement costs. Both the land and the improvements will revert
to the Government at the end of the lease term.
PROFILE
Atlantic Marine Corps Communities LLC is an affiliate of Lend Lease
(the Managing Member) and the United States Navy. Lendlease is a
leading international property and infrastructure group. This
project involves seven installations consisting of 7,899 total
units located at: MCB Camp Lejeune/New River, located in Onslow
County, North Carolina, MCAS Cherry Point, located in Craven
County, North Carolina, MCB Stewart Terrace, located in Orange
County, New York, Westover AFB, located in Chicopee, Massachusetts,
the Naval Hospital, located in Beaufort County, South Carolina,
MCRD Parris Island, located in South Carolina and MCAS Laurel Bay
located in Beaufort County, South Carolina.
METHODOLOGY
The principal methodology used in these ratings was Global Housing
Projects published in June 2017.
ATLAS LITHIUM: Board Appoints Brian Talbot as Director and COO
--------------------------------------------------------------
Atlas Lithium Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on March 19, 2024, in
accordance with the applicable provisions of the Company's second
amended and restated bylaws, the Board of Directors of the Company
increased the number of directors of the Company from four to five
and appointed Brian Talbot to serve as director on the Board,
effective as of April 1, 2024.
In addition to joining the Board, Mr. Talbot was also appointed by
the Board to the office of Chief Operating Officer of the Company,
effective as of April 1, 2024. In his capacity as COO, Mr. Talbot
will be responsible for both the Company's development of its
lithium mine and processing plant as well as the entirety of its
lithium exploration program. Mr. Talbot is a qualified person for
lithium as such term is defined in Item 1300 of Regulation S-K.
Mr. Talbot, age 51, has an extensive track record as a technical
and operational leader throughout his career with over 30 years of
experience in mining operations. In particular, he has extensive
experience in DMS (dense media separation) plant development and
operation. Most recently, Mr. Talbot was employed by RTEK
International DMCC, a consulting firm which he co-founded and that
advises lithium developers and producers. From July 2022 to
September 2023, Mr. Talbot was the chief operating officer at Sigma
Lithium Corporation, a Canadian lithium producer with operations in
Brazil. At Sigma Lithium, he oversaw the development of that
company's flagship Grota do Cirilo hard-rock lithium project from
construction through commissioning and operations. From 2017 to
2022, Mr. Talbot held positions as General Manager and Head of
Australian Operations at Galaxy Resources, now part of Arcadium
Lithium PLC, one of the world's largest fully integrated lithium
companies. While at Galaxy Resources, Mr. Talbot was instrumental
in increasing the production at Mt. Cattlin (a hard-rock lithium
mine in Ravensthorpe, Western Australia) which resulted in record
production. From 2015 to 2017, Mr. Talbot was at Bikita Minerals
in Zimbabwe, which owns and operates the longest running hard-rock
lithium mine in the world. Mr. Talbot holds a bachelor's degree in
chemical engineering with Honors from the University of
Witwatersrand, South Africa.
Mr. Talbot has no family relationship with any director or
executive officer of the Company. The Company entered into a
Technical Services Agreement, dated July 17, 2023, with RTEK,
pursuant to which RTEK was retained by the Company to provide
consulting services and in connection therewith, the Company has
paid to RTEK approximately $1,449,000.
In connection with Mr. Talbot's appointment as COO and as director,
the Compensation Committee of the Board recommended, and the Board
subsequently approved, compensation to Mr. Talbot consisting of (i)
a monthly salary of $55,000 and (ii) the following equity awards,
which will be granted pursuant to the Company's 2023 Stock
Incentive Plan:
A. 75,000 shares of the Company's common stock, par value $0.01
per share, which shares shall be immediately vested as of the date
of grant on the effective date of Mr. Talbot's appointment.
B. 10,000 time-based restricted stock units ("RSUs"), which shall
vest monthly in six equal installments, beginning the first month
after the Start Date.
C. 50,000 performance-based RSUs, which shall vest on the delivery
of the Definitive Feasibility Study of the Company's Neves lithium
project.
Each RSU entitles Mr. Talbot to one share of the Company's Common
Stock upon vesting, and any unvested RSUs shall immediately vest in
the event of a change in control (as such term is defined in the
Plan).
The Company and Mr. Talbot intend to enter into an employment
agreement that will contain confidentiality, indemnification, and
other provisions.
About Atlas Lithium
Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a
mineral exploration and development company with lithium projects
and exploration properties in other critical and battery minerals,
including nickel, rare earths, graphite, and titanium, to power the
increased demand for electrification. The Company's current focus
is on developing its hard-rock lithium project located in Minas
Gerais State in Brazil at a well-known, premier pegmatitic district
in Brazil. The Company intends to produce and sell lithium
concentrate, a key ingredient for the global battery supply chain.
Atlas Lithium reported a net loss of $5.66 million in 2022, a net
loss of $4.03 million in 2021, a net loss of $1.55 million in 2020,
a net loss of $2.08 million in 2019, a net loss of $1.85 million in
2018, a net loss of $1.89 million in 2017, a net loss of $1.74
million in 2016, and a net loss of $1.88 million in 2015. For the
nine months ended Sept. 30, 2023, the Company reported a net loss
of $25.60 million.
Atlas Lithium stated in its Quarterly Report for the period ended
Sept. 30, 2023, that its future short- and long-term capital
requirements will depend on several factors, including but not
limited to, the rate of the Company's growth, the Company's ability
to identify areas for mineral exploration and the economic
potential of such areas, the exploration and other drilling
campaigns needed to verify and expand the Company's mineral
resources, the types of processing facilities the Company would
need to install to obtain commercial-ready products, and the
ability to attract talent to manage the Company's different
business activities. To the extent that its current resources are
insufficient to satisfy its cash requirements, the Company may
need
to seek additional equity or debt financing. If the needed
financing is not available, or if the terms of financing are less
desirable than it expects, it may be forced to scale back its
existing operations and growth plans, which could have an adverse
impact on its business and financial prospects and could raise
substantial doubt about its ability to continue as a going concern.
AZG SALES: Yann Geron Named Subchapter V Trustee
------------------------------------------------
The U.S. Trustee for Region 2 appointed Yann Geron, Esq., at Geron
Legal Advisors, LLC as Subchapter V trustee for AZG Sales Inc.
Mr. Geron will be paid an hourly fee of $850 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geron declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Yann Geron, Esq.
Geron Legal Advisors, LLC
370 Lexington Avenue, Suite 1101
New York, NY 10017
Phone: (646) 560-3224
Email: ygeron@geronlegaladvisors.com
About AZG Sales
AZG Sales Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22204) on March 11,
2024, with $446,704 in assets and $1,799,178 in liabilities. Baruch
Spitzer, president, signed the petition.
Charles Wertman, Esq. at the Law Offices of Charles Wertman, P.C.
represents the Debtor as legal counsel.
BACKBEAT BREWING: Unsecureds Will Get 5% Dividend over 3 Years
--------------------------------------------------------------
Backbeat Brewing Company, LLC., and BB Commercial Holdings, LLC,
(the "Debtors"), and Peter F. Harkins and Amy Harkins, individually
as Third Party Proponents, submitted a Joint Chapter 11 Plan of
Reorganization dated March 18, 2024.
The Debtors are Massachusetts limited liability companies. Backbeat
Brewing Company, LLC was formed in March 2018, and does business at
31 Park Street, Beverly, Ma.
BB Commercial Holdings, LLC acts as a conduit for payments to the
Debtors' landlord and National Grid. Peter F. Harkins, is Manager
and holds a 50% membership interest in the LLCs. His spouse Amy
Harkins is the holder of the other 50% interest in the LLCs.
Prior to the Petition Date, the Debtor opened and operated its
brewery specializing in the crafted beers beginning the same month
that COVID-19 became a national pandemic. Because of COVID-19, the
Debtor estimates that only 10% of expected commuters utilized the
commuter rail. As a consequence, the Debtor fell in arrears, most
notably to its landlord, the Internal Revenue Service for employee
withholdings, the Department of Revenue for meals taxes and
National Grid, its electricity provider.
Notwithstanding the Debtors' efforts, including soliciting the aid
of local politicians, National Grid cut off the Debtors'
electricity service in November 2023. Unable to amicably resolve
the situation with National Grid, the Debtor proceeded with the
filing of this case in order to invoke the protections afforded by
the Bankruptcy Code and to continue its operations. Subsequent to
National Grid cutting off power in late 2023, the Debtor had
additional start up costs leading up to and after the filing.
Class 1 shall include all general unsecured non priority claims of
Back Beat Brewing, LLC. The total for filed and scheduled General
Unsecured Claims against the Debtor Back Beat, LLC is approximately
$776,599.00, of which $650,000.00 is for insider claims as debt
owed to the members of the LLC. The members of the LLC have waived
distribution under the Plan. $126,599.00 is the remaining amount
listed in the Debtor's schedules. Additionally, the Web Bank claim
of $40,236.57, originally listed as secured is entirely unsecured
based on the cash on hand at the time of the filing of the
petition.
Class 1a shall include all general unsecured non priority claims of
BB Holdings, LLC. The total for filed and scheduled General
Unsecured Claims against the Debtor BB Holdings, LLC totals
$87,733.00.
In full and complete satisfaction, settlement, release and
discharge of the Class 1 and Class 1a Claims, each holder of the
Allowed Class 1 and Class 1a Claim shall receive payment equal to a
pro rata share of the sum of $12,729.00 representing a 5% dividend,
which the Debtor shall distribute to the holders of the Allowed
Class 1 Claims in equal yearly disbursements for a period of 3
years. Class 1 and Class 1a is impaired under the Plan.
Any distribution to General Unsecured Creditors will be from amount
remaining from the Disposable Income, if any, after payment of: (i)
the expenses of administering the Estate (to the extent of such
additional expenses, before or after the Effective Date, not
already included in the estimate for Administrative Expense
Claims), (ii) the Administrative Expense Claims, (iii) the Priority
Tax Claims (if any), (iv) the Other Priority Claims (if any), and
(v) any other payment receiving priority or administrative expense
treatment. The members of this Class have claims totaling
$254,569.00.
The holders of Class 3 Interests will retain such Interests in the
Debtor.
This Plan will be funded with available cash or working capital,
and cash flow from ongoing business operation. The Debtor will
continue to operate in the ordinary course of business. Pursuant to
section 1190(2) of the Bankruptcy Code, the Plan provides for the
submission of all or such portion of the future earnings of the
Debtor as is necessary for the execution of the Plan.
A full-text copy of the Joint Plan dated March 18, 2024 is
available at https://urlcurt.com/u?l=6SLrOw from PacerMonitor.com
at no charge.
Counsel for the Debtor:
John F. Sommerstein, Esq.
Law Offices of John F. Sommerstein
1091 Washington Street
Gloucester, MA 01930
Telephone: (617) 523-7474
E-mail: jfsommer@aol.com
About Backbeat Brewing Co.
Backbeat Brewing Co., LLC was formed in March 2018, and does
business at 31 Park Street, Beverly, Ma.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-12113) on Dec. 18,
2023, with up to $50,000 in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
John F. Sommerstein, Esq., at the Law Offices of John F.
Sommerstein, is the Debtor's bankruptcy counsel.
BADGER FINANCE: S&P Lowers ICR to 'CCC-', Alters Outlook to Neg.
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Badger Finance LLC to 'CCC-' from 'CCC'. Concurrently, S&P lowered
its issue-level rating on its $295 million term loan B to 'CCC-'
from 'CCC'. The recovery rating remains '3'. S&P revised the
outlook to negative from developing.
The negative outlook reflects the possibility that S&P could lower
the rating over the next six months if Badger cannot refinance its
upcoming 2024 debt maturities, restructures its debt, or files for
bankruptcy to address its capital structure.
Badger's term loan is current, increasing the risk of a default
within the next six months.
S&P said, "We previously expected Badger to address its near-term
maturities in the first quarter of 2024. However, it has not yet
completed a refinancing, and its $295 million term loan B
(approximately $270 million is currently outstanding) matures on
Sept. 22, 2024. If it does not extend, refinance, or repay the
maturity with an effective maturity on or after Dec. 28, 2027, its
$55 million ABL credit facility's maturity springs forward to
August 28, 2024 (this was recently amended from June 28, 2024),
from Sept. 28, 2027. The springing maturity feature of the ABL
makes the facility current in our view, so we no longer consider it
as a source of liquidity in our analysis.
"We view the company's liquidity as weak because it has not
addressed its 2024 debt maturities. Badger has minimal cash on
hand, and its cash flow generation is modest. While we believe the
company can service its interest and amortization expense with
operating cash flow over the next year, it does not have sufficient
funds to repay its credit facilities absent a refinancing, which
leaves it dependent on receptive credit markets."
Badger's profitability and free operating cash flow (FOCF) improved
through the first nine months of 2023, but leverage remains
elevated.
Badger's net sales increased 15.3% through the third quarter of
fiscal 2023 compared with the same period the previous year, mainly
from price increases implemented last year. The company began
ramping up production related to new customer contracts and
existing customer growth with large national retailers. Badger
implemented price increases last year to offset rising costs for
labor, coffee, freight, packaging, and other materials.
Higher volumes, price realization, improved supply chains, a stable
workforce, and cost reductions resulted in S&P Global
Ratings-adjusted EBITDA margin expansion to about 17.6% during the
nine months of 2023, compared with 8.9% for the same period the
previous year. The company's working capital use also meaningfully
decreased due to better inventory management and decreasing
commodity inflation. As a result, Badger's FOCF before tax
distributions improved to about $14 million for the 12 months ended
September 2023 compared with a cash flow deficit of just under $10
million for the same prior-year period.
Nonetheless, Badger's S&P Global Ratings-adjusted leverage remains
elevated at over 7x for the 12 months ended Sept. 30, 2023
(excluding our treatment of preferred shares as debt; with
preferred shares, it's about 18x). S&P said, "We expect the recent
ramp up of production to drive low-double-digit percent sales
growth in the remainder of 2023. We expect the company to maintain
leverage of about 7x in fiscal 2023 (excluding preferred stock as
debt) due to sales growth and sustained profitability
improvements."
The negative outlook reflects S&P's view that a default appears to
be inevitable within the next six months absent unanticipated
favorable changes in Badger's circumstances.
S&P could lower its ratings if Badger:
-- Does not address its 2024 maturities over the next several
months on manageable terms;
-- Announces a distressed debt exchange or restructuring to
address its revolver and term loan maturities; or
-- Cannot meet its principal or interest payments or files for
bankruptcy.
S&P could raise its ratings if it believes:
-- Badger can address its upcoming maturities without a distressed
exchange or restructuring; or
-- The company can refinance its upcoming maturities with
manageable terms or it receives liquidity from its owners or
proceeds from asset sales.
BIOLINERX LTD: Kesselman & Kesselman Raises Going Concern Doubt
---------------------------------------------------------------
BioLineRx Ltd disclosed in a Form 20-F Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that Kesselman & Kesselman, the Company's
auditor since 2003, expressed that there is substantial doubt about
the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 26, 2024, Tel Aviv, Israel-based Kesselman & Kesselman
said, "The Company has suffered recurring losses from operations
and has cash outflows from operating activities that indicate that
a material uncertainty exists that may cast significant doubt (or
raise substantial doubt as contemplated by PCAOB standards) about
its ability to continue as a going concern."
The Company has incurred accumulated losses in the amount of $391
million through December 31, 2023, and it expects to continue
incurring losses and negative cash flows from operations until its
product or products reach commercial profitability. The Company
recorded net losses of $27.1 million in 2021, $25 million in 2022
and $60.6 million in 2023.
As of December 31, 2023, the Company had $63.9 million in total
assets, $50.7 million in total liabilities, and $13.2 million in
total equity.
Company management monitors rolling forecasts of the Company's
liquidity reserves on the basis of anticipated cash flows and seeks
to maintain liquidity balances at levels that are sufficient to
meet its needs. Management believes that the Company's current cash
and other resources will be sufficient to fund its projected cash
requirements into 2025.
The execution of an independent commercialization plan for
motixafortide in the U.S. implies an increased level of expenses
prior to and following launch of the product, as well as
uncertainty regarding the timing of commercial profitability.
Therefore, the Company's cash flow projections are subject to
various risks and uncertainties concerning their fulfillment, and
these factors and the risks inherent in the Company's operations
indicate that a material uncertainty exists that may cast
significant doubt (or raise substantial doubt as contemplated by
PCAOB standards) on the Company's ability to continue as a going
concern.
Management's plans include the independent commercialization of the
Company's product, as aforementioned, and, if and when required,
raising capital through the issuance of debt or equity securities,
or capital inflows from strategic partnerships. There are no
assurances, however, that the Company will be successful in
obtaining the level of financing needed for its operations. If the
Company is unsuccessful in commercializing its products and/or
raising capital, it may need to reduce activities, or curtail or
cease operations.
A full-text copy of the Company's Form 20-F is available at
https://tinyurl.com/yjntmbwf
About BioLineRx Ltd.
BioLineRx, headquartered in Modi'in, Israel, was incorporated and
commenced operations in April 2003. BioLineRx and its subsidiaries
are engaged in the development (primarily in clinical stages) and
commercialization of therapeutics, with a focus on the fields of
oncology and hematology.
BIOTRICITY INC: Sells $1 Million Worth of Preferred Shares
----------------------------------------------------------
Biotricity Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on March 25, 2024, it entered into a
security purchase agreement with an institutional investor for the
issuance and sale, in a private placement offering, of 110 shares
of the Company's Series B Convertible Preferred Stock, $0.001 par
value, at a purchase price of $9,090.91 per share of Series B
Convertible Preferred Stock, for gross proceeds of $1,000,000.
At any time prior to the 30th calendar day following the initial
closing date, the Company has the right to require the Investor to
consummate a second closing to purchase an additional 110 shares of
the Company's Series B Preferred Stock at a purchase price of
$9,090.91 per share for gross proceeds of $1,000,000. The First
Closing of the sale of the initial 110 shares of Series B Preferred
Stock was effected on March 25, 2024. Pursuant to the Purchase
Agreement, the Company has also agreed to seek the approval of the
Company's stockholders that may be required upon conversion of the
Series B Preferred Stock, if required by the applicable rules and
regulations of Nasdaq Capital Market. The Company has agreed to
hold an annual or special meeting of stockholders for the purpose
of obtaining Stockholder Approval as soon as practicable, but in no
event later than 75 days following the date on which two
conversions of Series B Preferred Stock by the Investor would
require approval of the Company's stockholder, and to hold a
meeting every three months thereafter for the purpose of obtaining
Stockholder Approval if the proposal is not approved at the first
meeting until Stockholder Approval is obtained.
The Company also has entered into a Registration Rights Agreement,
dated March 25, 2024, with the Investor, pursuant to which the
Company agreed, among other things, to: (i) within 45 days after
the date of the Purchase Agreement, with respect to the shares
issuable upon conversion of the Series B Preferred Stock that may,
from time to time, be issued or become issuable to the Investor
with respect to the shares Series B Preferred Stock under the
Purchase Agreement on the First Closing, and (ii) within 10 days
after the Second Closing Date with respect to the Conversion Shares
that may, from time to time, be issued or become issuable to the
Investor with respect to the shares of Series B Preferred Stock
under the Purchase Agreement on the Second Closing, file with the
SEC an initial registration statement covering the maximum number
of Registrable Securities (as such term is defined in the
Registration Rights Agreement), to have the Registration Statement
declared effective within 30 calendar days of filing of the
Registration Statement (or 90 calendar days if the Registration
Statement is subject to a full review). In the event of the
failure to comply with deadlines to file the Registration Statement
or to have such Registration Statement declared effective, the
Company is obligated in each event to issue to the Investor 100,000
shares of common stock.
Series B Preferred Stock
Pursuant to the certificate of designations of Series B Convertible
Preferred Stock filed with the Nevada Secretary of State, 600
shares of the Company's shares of preferred stock have been
designated as Series B Convertible Preferred Stock. Each share of
Series B Preferred Stock has a stated value of $10,000 per share.
The Series B Preferred Stock, with respect to the payment of
dividends, distributions and payments upon the liquidation,
dissolution and winding up of the Company, ranks senior to all
capital stock of the Company unless the holders of the majority of
the outstanding shares of Series B Preferred Stock consent to the
creation of other capital stock of the Company that is senior or
equal in rank to the Series B Preferred Stock.
Holders of Series B Preferred Stock will be entitled to receive
cumulative dividends, in shares of the Company's common stock or
cash on the stated value at an annual rate of 8% (which will
increase to 15% if a Triggering Event (as defined in the
Certificate of Designations)) occurs. Dividends will be payable
upon conversion of the Series B Preferred Stock, upon any
redemption, or upon any required payment upon any Bankruptcy
Triggering Event (as defined in the Certificate of Designations).
Holders of Series B Preferred Stock will be entitled to convert
shares of Series B Preferred Stock into a number of shares of
common stock determined by dividing the Stated Value (plus any
accrued but unpaid dividends and other amounts due) by the
conversion price. The initial conversion price is $3.50, subject
to adjustment in the event of a subdivision or combination of the
Company's common stock, the Company's issuance or sale or
securities that are convertible or exchangeable into shares of
common stock at a price which varies or may vary with the market
price of the common stock, or the Company issues or sells common
stock at a price lower than the then-effective conversion price.
Holders may not convert the Series B Preferred Stock to common
stock to the extent such conversion would cause such holder's
beneficial ownership of common stock to exceed 4.99% (or, at the
option of the Investor 9.99%) of the outstanding common stock. In
addition, the Company will not issue shares of common stock upon
conversion of the Series B Preferred Stock in an amount exceeding
19.9% of the outstanding common stock as of the initial date
issuance of Series B Preferred Stock unless the Company receives
shareholder approval for such issuances. Based on the foregoing,
the maximum number of shares of common stock issuable upon
conversion of the Series B Preferred Stock to be issued pursuant to
the Purchase Agreement, assuming the option to purchase the
additional 110 shares of Series B Preferred Stock is exercised, is
1,142,342 shares, after taking into account the shares of common
stock issued upon conversion of 40 of the 220 shares of Series B
Preferred Stock issued in September 2023.
Holders may elect to convert shares of Series B Preferred Stock to
common stock at an alternate conversion price equal to 80% (or 70%
if the Company's common stock is suspended from trading on or
delisted from a principal trading market or if the Company has
effected a reverse split of the common stock) of the lowest daily
volume weighed average price of the common stock during the
Alternate Conversion Measuring Period (as defined in the
Certificate of Designations). In the event the Company receives a
conversion notice that elects an alternate conversion price, the
Company may, at its option, elect to satisfy its obligation under
such conversion with payment in cash in an amount equal to 110% of
the conversion amount.
The Series B Preferred Stock will automatically convert to common
stock upon the 24-month anniversary of the Initial Issuance Date of
the Series B Preferred Stock.
At any time after the earlier of a holder's receipt of a Triggering
Event notice and such holder becoming aware of a Triggering Event
and ending on the 20th trading day after the later of (x) the date
such Triggering Event is cured and (y) such holder's receipt of a
Triggering Event notice, such holder may require the Company to
redeem such holder's shares of Series B Preferred Stock. Upon any
Bankruptcy Triggering Event (as defined in the Certificate of
Designations), the Company will be required to immediately redeem
all of the outstanding shares of Series B Preferred Stock. The
Company will have the right at any time to redeem all or any
portion of the Series B Preferred Stock then outstanding at a price
equal to 110% of the Stated Value plus any accrued but unpaid
dividends and other amounts due.
Holders of the Series B Preferred Stock will have the right to vote
on an as-converted basis with the common stock (which shall not be
calculated at the Alternate Conversion Price), subject to the
beneficial ownership limitation set forth in the Certificate of
Designations.
Voting Agreement
In connection with the Purchase Agreement, the Company and certain
of the Company's stockholders entered into a voting agreement,
agreeing to vote their shares of the Company that are entitled to
vote at a meeting of the Company's stockholders, or to sign an
action by written consent of the Company's stockholders, in favor
of Stockholder Approval and against any proposal or other corporate
action that would result in a breach of the Purchase Agreement and
any transaction document entered in connection therewith.
About Biotricity
Headquartered in Redwood City, CA, Biotricity Inc. is a medical
technology company focused on biometric data monitoring and
diagnostic solutions. The Company's aim is to deliver remote
monitoring solutions to the medical, healthcare, and consumer
markets, with a focus on diagnostic and post-diagnostic solutions
for lifestyle and chronic illnesses.
Richmond Hill, Ontario, Canada-based SRCO Professional Corporation,
the Company's auditor since 2015, issued a "going concern"
qualification in its report dated June 29, 2023, citing that the
Company has incurred recurring losses from operations, has negative
cash flows from operating activities, working capital deficiency
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
Biotricity said in its Quarterly Report for the period ended Dec.
31, 2023, that "The Company is in the early stages of
commercializing its first product and is concurrently in
development mode, operating a research and development program in
order to develop, obtain regulatory clearance for, and
commercialize other proposed products. The Company has incurred
recurring losses from operations, and as of December 31, 2023, had
an accumulated deficit of $123.1 million and a working capital
deficiency of $14.69 million. Those conditions raise substantial
doubt about its ability to continue as a going concern for a period
of one year from the issuance of these condensed consolidated
financial statements."
BLUE BIOFUELS: BF Borgers CPA Raises Going Concern Doubt
--------------------------------------------------------
Blue Biofuels, Inc. disclosed in a Form 10-K Report filed with the
U.S. Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that BF Borgers CPA PC, the Company's auditor
since 2023, expressed that there is substantial doubt about the
Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 26, 2024, Lakewood, CO-based BF Borgers CPA PC said,
"The Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern."
The Company has not generated any significant revenue since
inception and has incurred losses since inception. For the year
ended December 31, 2023, the Company reported a net loss of
$3,055,194, compared to a net loss of $3,960,183 for the same
period in 2022. As of December 31, 2023, the Company has incurred
accumulated losses of $55,836,780.
As of December 31, 2023, the Company had $1,030,219 in total
assets, $4,591,301 in total liabilities, and $3,561,082 in total
stockholders' deficit.
The Company expects to incur significant additional losses and
liabilities in connection with its start-up and commercialization
activities. These factors, among others, raise substantial doubt as
to the Company's ability to continue as a going concern. The
Company's ability to continue as a going concern is dependent upon
its ability to obtain the necessary financing to meet its
obligations and repay its liabilities when they become due and to
generate sufficient revenues from its operations to pay its
operating expenses. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.
Management believes that the Company's future success is dependent
upon its ability to achieve profitable operations, generate cash
from operating activities, and obtain additional financing. There
is no assurance that the Company will be able to generate
sufficient cash from operations, or sell additional shares of stock
or borrow additional funds. The Company's inability to obtain
additional cash could have a material adverse effect on its
financial position, results of operations, and its ability to
continue in existence.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/5xk569j6
About Blue Biofuels Inc.
Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012,
as Alliance Media Group Holdings, Inc. Since December 2013, Blue
Biofuels, Inc. has been a technology company focused on emerging
technologies in renewable energy, biofuels, and lignin.
BLUEBIRD BIO: Reports Financial Results, Delays Filing of Form 10-K
-------------------------------------------------------------------
bluebird bio, Inc. reported fourth quarter and annual financial
results and business highlights for the year ended December 31,
2023, including recent commercial and operational progress.
"In 2023, bluebird established a validated, commercial gene therapy
strategy that brought ZYNTEGLO and SKYSONA to individuals living
with beta-thalassemia and cerebral adrenoleukodystrophy. Building
on that foundation, today we are positioned for robust commercial
uptake of LYFGENIA for sickle cell disease, with a substantial QTC
network in place, favorable Medicaid coverage being established,
and demonstrated strong patient demand," said Andrew Obenshain,
chief executive officer, bluebird bio. "Our recent agreement with
Hercules Capital meaningfully extends our cash runway, and further
enables us to capitalize on our commercial head start and bring our
transformative gene therapies to patients and their families. In
2024, we anticipate between 85 to 105 patient starts across our
three FDA approved therapies, laying the foundation for strong
revenue growth."
Fourth Quarter and Annual Financial Highlights
-- Cash Position: The Company's cash, cash equivalents and
restricted cash balance was approximately $275 million, including
restricted cash of approximately $53 million, as of December 31,
2023.
Based on launch trajectory and current business plans, bluebird
expects its cash and cash equivalents excluding restricted cash and
assuming three tranches totaling $125 million in proceeds from its
term loan facility are executed, will be sufficient to meet
bluebird's planned operating expenses and capital expenditure
requirements through Q1 2026.
In the fourth quarter of 2023, the Company entered into a factoring
agreement which is accelerating cash collection related to patient
starts across its portfolio of approved therapies.
-- Revenue, net: Total revenue, net was $7.8 million for the
three months ended December 31, 2023, compared to $0.1 million for
the three months ended December 31, 2022.
Total revenue, net was $29.5 million for the twelve months ended
December 31, 2023, compared to $3.6 million for the twelve months
ended December 31, 2022. The increase of $25.9 million was
primarily due to SKYSONA and ZYNTEGLO product revenue.
For the year ended December 31, 2023, product revenues by therapy
represent $16.7 million attributable to ZYNTEGLO and $12.4 million
attributable to SKYSONA, with gross-to-net discounts of
approximately 19% across both products.
On March 26, 2024, bluebird announced that it will restate its
consolidated financial statements for 2022, and for the first three
quarters of both 2022 and 2023 in its Annual Report on Form 10-K
for the year ended December 31, 2023. The restatements relate to
the identification of embedded leases and the treatment of
non-lease components contained in lease agreements with contract
manufacturers. As a result, the Company anticipates recording an
increase in lease assets and lease liabilities, as well as an
increase in non-cash interest expense in each restated period. The
Company does not expect the restatement to result in any impact on
its cash position or revenue. bluebird anticipates filing its 2023
Form 10-K, inclusive of the restatement no later than April 16,
2024.
Additionally, on March 26, 2024, the Company filed a notification
of inability to timely file Form 10-K on Form 12b-25 due to
additional time required for the Company to correct the errors
described above and prepare restated financial statements. At this
time, the Company expects to file the 2023 Form 10-K no later than
April 16, 2024. However, there can be no assurance that the Company
will be able to prepare restated financial statements and file the
2023 Form 10-K on the timeline anticipated, or that no additional
errors will be identified.
When the Company files its Annual Report on Form 10-K for the year
ended December 31, 2023, it expects to continue to report that
there is substantial doubt regarding its ability to continue as a
going concern. The going concern analysis is expected to be
revisited when the Company files its Quarterly Report on Form 10-Q
for the quarter ending March 31, 2024.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/5awnpxpw
About bluebird bio, Inc.
bluebird bio is pursuing curative gene therapies to give patients
and their families more bluebird days.
BOBBITT ELECTRICAL: Unsecureds to Split $7,500 over 3 Years
-----------------------------------------------------------
Bobbitt Electrical Service, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Indiana a Small Business Chapter
11 Plan dated March 18, 2024.
Bobbitt owns and operates as an electrical contractor providing
services primarily to commercial customers. Bobbitt was
incorporated in 2019.
Bobbitt operates out of the owner's home in Indianapolis, Indiana.
Bobbitt's assets consist of personal property such as tools and
materials used in the business and cash collateral.
On March 3, 2023, Consolidated Electric Distributors, Inc. dba
All-Phase Electrical Supply Co. ("CED") filed its Complaint for
Payment of a Debt in the Marion Superior Court, Marion County,
Indiana under Cause No. 49D03-2303-CC-009167. At the risk of having
a garnishment issued, Bobbitt initiated its Chapter 11 proceeding.
With the bankruptcy stay in place, Bobbitt has seen its cash flow
stabilize and believes it will be able to successfully reorganize.
Class 4 consists of General Unsecured Claims. The unsecured
creditors shall receive a pro-rata share of $7,500.00 paid in
annual installments of $2,500.00 commencing on the one year
anniversary of the Confirmation Date and continuing annually
thereafter for two additional years.
The Debtor believes there are four parties with valid, unsecured
Claims against the Debtor totaling $169,477.06: Prosperum Capital
Partners LLC ($19,405.00); City Electric Supply ($14,306.35);
Consolidated Electrical Distributors, Inc. ($86,244.63); and
Headway Capital, LLC ($49,521.08). Class 4 claims are impaired, and
holders of Allowed Unsecured Claims are entitled to vote.
The source of funds used in this Plan for payments to creditors
shall be the net annual income of the Debtor for three years
resulting from continued, normal business operations of the
Debtor's business. The Debtor shall contribute all net disposable
income toward Plan payments; however, Debtor shall reserve a
portion of the net income to fund a reserve.
The Debtor must submit all or such portion of the future earnings
or other future income of the Debtor as is necessary for the
execution of the Plan.
A full-text copy of the Small Business Plan dated March 18, 2024 is
available at https://urlcurt.com/u?l=ZCqb6e from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
John J. Allman, Esq.
HESTER BAKER KREBS LLC
One Indiana Square, Suite 1330
Indianapolis, IN 46204
Tel: (317) 833-3030
Fax: (317) 833-3031
Email: jallman@hbkfirm.com
About Bobbitt Electrical Service
Bobbitt Electrical Service, LLC, owns and operates as an electrical
contractor providing services to commercial customers. Bobbitt was
incorporated in 2019. Bobbitt operates out of the owner's home in
Indianapolis, Indiana.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-05620-JMC-11) on
December 19, 2023. In the petition signed by Bernard Bobbitt,
president, the Debtor disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Judge James M. Carr oversees the case.
John Allman, Esq., at Hester Baker Krebs LLC, is the Debtor's legal
counsel.
CHAPIN DAIRY: Seeks to Extend Plan Exclusivity to April 19
----------------------------------------------------------
Chapin Dairy, LLC, asked the U.S. Bankruptcy Court for the District
of Colorado to extend its exclusivity period to file an initial
chapter 11 plan of reorganization to April 19.
The Debtor is a Colorado limited liability company which owns and
operates a family-owned dairy.
The Debtor commenced its Chapter 11 bankruptcy proceeding due to
the dramatic and precipitous drop in milk prices and increase in
feed costs which caused financial and cash flow problems. Since the
Petition Date, as anticipated, milk prices have begun to increase
and feed price increases have abated.
The Debtor claims that it is still negotiating a settlement and
consensual Plan terms with its secured creditor, AgCredit, and
requires additional time to finalize the settlement.
The Debtor explains that considering AgCredit's secured claim is in
excess of $19,000,000, negotiation of a deal and consensual Plan
with AgCredit is of utmost importance for the Debtor and its
additional unsecured creditors.
Therefore, Debtor respectfully requests an extension of the
exclusive period for an additional 30 days, through and including
April 19, 2024, as well as an extension of the 180-day period to
solicit acceptances of its initial Plan of Reorganization for an
additional 30 days.
Chapin Dairy, LLC is represented by:
Jeffrey A. Weinman, Esq.
Patrick D. Vellone, Esq.
Bailey C. Pompea, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Phone: (303) 534-4499
Email: JWeinman@allen-vellone.com
PVellone@allen-vellone.com
BPompea@allen-vellone.com
About Chapin Dairy LLC
Chapin Dairy, LLC, owns five properties in Weldona, Colo. valued at
$5.96 million. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July
24, 2023. In the petition signed by A. Foy Chapin, manager, the
Debtor disclosed $11,249,082 in assets and $19,303,237 in
liabilities.
Judge Thomas B. Mcnamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., is the Debtor's legal counsel.
CORE HEALTH: Charity Bird of Kaplan Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Charity Bird of
Kaplan, Johnson, Abate, & Bird as Subchapter V trustee for Core
Health, LLC.
Ms. Bird will be paid an hourly fee of $300 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Bird declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Charity Bird
Kaplan, Johnson, Abate, & Bird
710 W. Main Street, 4th Floor
Louisville, KY 40202
Phone: (502) 540-8285
Email: cbird@kaplanjohnsonlaw.com
About Core Health
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. Ky. 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.
CURO GROUP: Files for Chapter 11 to Facilitate Restructuring
------------------------------------------------------------
CURO Group Holdings Corp. (OTC: CURO) on March 25 disclosed that,
on March 22, 2024, it entered into a Restructuring Support
Agreement ("RSA") that is supported by holders (or their investment
managers) of more than 74% of each of: (i) loans under the
Company's First Lien Credit Agreement ("1L Lenders"), (ii) the
Company's 7.500% Senior 1.5 Lien Secured Notes due 2028 (the "1.5L
Notes" and, such parties, the "1.5L Noteholders"), and (iii) the
Company's 7.500% Senior Secured Notes due 2028 (the "2L Notes" and,
such parties, the "2L Noteholders").
To implement the terms of the RSA, CURO and certain subsidiaries
have filed for voluntary relief under Chapter 11 (the "Chapter 11
Cases") of the United States Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division (the
"Bankruptcy Court"). Prior to commencing the Chapter 11 Cases, the
Company also commenced solicitation of the 1L Lenders, the 1.5L
Noteholders, the 2L Noteholders and holders of CURO's common stock
for votes for a prepackaged joint plan of reorganization of the
Company and certain of its subsidiaries (the "Plan"), which Plan
has been filed contemporaneously with the filing of the Chapter 11
Cases. CURO also intends to file recognition proceedings in Canada
under Part IV of the Companies' Creditors Arrangement Act.
The RSA sets forth terms for a consensual restructuring plan that
is expected to reduce the Company's debt by approximately $1
billion, saving the Company approximately $75 million in cash
interest annually and enabling CURO to invest in long-term growth.
CURO branches are open, operating as usual and continuing to serve
customers in the U.S. and Canada. Customer loans are unaffected by
the filing.
"Implementing this restructuring through a court-supervised process
is the most efficient path to enable us to make changes to our
capital structure that will allow us to continue to grow
responsibly, execute with excellence and solidify the foundation of
the Company," said Doug Clark, Chief Executive Officer at CURO.
"The significant support we have received from our lenders and
stakeholders will allow us to move forward expeditiously as we
continue to provide our customers with a variety of convenient,
easily accessible financial services. We are confident in our
ability to successfully exit this process as a stronger company
with significantly less debt and we will be better positioned to
achieve long-term profitable growth.
"We are grateful for the ongoing support of our vendors, landlords
and business partners. With the changes that will result from this
process, our future is bright."
A steering committee comprised of funds managed by Oaktree Capital
Management, LP. ("Oaktree"), Caspian Capital LP, and Empyrean
Capital Partners (the "Ad Hoc Group") led negotiation of the RSA on
behalf of creditors. "I want to express my gratitude to the CURO
team, both in the U.S and Canada, for their hard work and
dedication," David Smolens, Managing Director in Oaktree's Special
Situations Group said. "We look forward to working with and
supporting CURO as it moves on to its next chapter."
CURO has filed a number of customary motions with the Bankruptcy
Court to ensure that its operations continue uninterrupted while
its balance sheet is restructured.
CURO has also received a commitment of up to $70 million of new
capital in the form of debtor-in-possession ("DIP") financing from
certain of the Company's prepetition stakeholders, subject to
satisfaction of certain customary conditions. The DIP financing,
which is subject to court approval, is expected to support the
Company's ongoing operations during the court-supervised process.
Given the broad support of lenders, CURO expects to receive
Bankruptcy Court approval of a Plan of Reorganization and
Disclosure Statement expeditiously and it expects to emerge from
the restructuring process in no later than 120 days.
In connection with the Chapter 11 Cases, the applicable non-debtor
subsidiaries of the Company also entered into waivers and
amendments with the lenders under the Company's existing loan
receivables securitization programs. These accommodations ensure
that such securitization programs remain in effect notwithstanding
the filing of the Chapter 11 Cases and are able to continue, with
certain negotiated modifications, following the Company's emergence
from Chapter 11.
Additional information regarding the Company's court-supervised
process is available at CURO's restructuring website,
https://dm.epiq11.com/Curo.
Court filings and other information related to the proceedings are
available on a separate website administered by the Company's
claims agent, Epiq, at https://dm.epiq11.com/Curo, by calling Epiq
toll-free at (877) 354-3909 (or (971) 290-1442 for calls
originating outside of the U.S.), or by sending an email to
CURO@epiqglobal.com.
Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to
the Company, Cassels Brock & Blackwell LLP is serving as Canadian
legal counsel to the Company, and Oppenheimer & Co. Inc., is
serving as investment banker to the Company. Wachtell, Lipton,
Rosen & Katz and Vinson & Elkins LLP are serving as legal counsel
to the Ad Hoc Group, and Houlihan Lokey Capital, Inc. is serving as
financial advisor to the Ad Hoc Group.
About CURO
CURO Group Holdings Corp. (OTC: CURO) is a leading consumer credit
lender serving U.S. and Canadian customers for over 25 years. Our
roots in the consumer finance market run deep. We've worked
diligently to provide customers a variety of convenient, easily
accessible financial services. Our decades of diversified data
power a hard-to-replicate underwriting and scoring engine,
mitigating risk across the full spectrum of credit products. We
operate under a number of brands including Cash Money®,
LendDirect®, Heights Finance, Southern Finance, Covington Credit,
Quick Credit and First Heritage Credit.
DAY ONE DISTRIBUTION: Drew McManigle Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 7 appointed Drew McManigle as
Subchapter V trustee for Day One Distribution, LLC and Zero Day
Nutrition Company.
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 Day One Distribution
Day One Distribution, LLC is engaged in the manufacturing and sale
of sports nutrition and dietary supplements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31133) on March 14,
2024, with up to $10 million in both assets and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the
Debtor as legal counsel.
DMK PHARMACEUTICALS: Committee Taps Dundon as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of DMK
Pharmaceuticals Corp. and its affiliates seeks approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Dundon
Advisers LLC as its financial advisor.
The firm will render these services:
a. assist in the analysis, review, and monitoring of the
restructuring and/or liquidation process, including, but not
limited to, an assessment of the unsecured claims pool and
potential recoveries for unsecured creditors;
b. develop a complete understanding of the Debtors' businesses
and their valuations;
c. determine whether there are viable alternative paths for
the disposition of the Debtors' assets any currently or in the
future proposed by the Debtors;
d. monitor and, to the extent appropriate, assist the Debtors
in efforts to develop and solicit transactions which would support
unsecured creditor recovery;
e. assist the Committee in identifying, valuing and pursuing
estate causes of action, including, but not limited to, relating to
prepetition transactions, control person liability and lender
liability;
f. assist the Committee to analyze, classify and address
claims against the Debtors and to participate effectively in any
effort in these Chapter 11 Cases to estimate (in any formal or
informal sense) contingent, unliquidated and disputed claims;
g. assist the Committee to identify, preserve, value and
monetize tax assets of the Debtors, if any;
h. advise the Committee in negotiations with the Debtors,
certain of the Debtors' lenders and third parties;
i. assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets and
monthly operating reports;
j. assist the Committee in reviewing the Debtors' cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
k. review and provide analysis of the present and any
subsequent proposed debtor-in-possession financing or use of cash
collateral;
l. assist the Committee in evaluating and analyzing avoidance
actions, including fraudulent conveyances and preferential
transfers;
m. review and provide analysis of any proposed disclosure
statement and chapter 11 plan and, if appropriate, assist the
Committee in developing an alternative chapter 11 plan;
n. attend meetings and assist in discussions with the
Committee, the Debtors, the secured lenders, the U.S. Trustee and
other parties in interest and professionals;
o. present at meetings of the Committee, as well as meetings
with other key stakeholders and parties;
p. perform such other advisory services for the Committee as
may be necessary or proper in these proceedings, subject to the
aforementioned scope; and
q. provide testimony on behalf of the Committee as and when
may be deemed appropriate.
The firm will be paid as follows:
Principals $890 per hour
Managing Directors $790 per hour
Senior Advisers $790 per hour
Senior Directors $700 per hour
Directors $650 per hour
Associate Directors $550 per hour
Senior Associates $475 per hour
Associates $350 per hour
Dundon Advisers will be reimbursed for its reasonable and necessary
out-of-pocket expenses.
Joshua Nahas, managing director of Dundon Advisers, assured the
court that the firm is a "disinterested person" as that term is
defined in Bankruptcy Code Section 101(14).
The firm can be reached through:
Joshua Nahas
Dundon Advisers LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Telephone: (914) 341-1188
Facsimile: (212) 202-4437
Email: jn@dundon.com
About DMK Pharmaceuticals Corp.
DMK Pharmaceuticals Corporation and its affiliates are composed of
a family of pharmaceutical companies that own various therapies
treating different indications. Over time, the Debtors' portfolio
of treatments has focused on treatment of the opioid epidemic, both
in an emergency setting and in the prophylactic treatment of Opioid
Use Disorder.
DMK Pharmaceuticals and its affiliates filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by
its chief financial officer, Seth Cohen, DMK Pharmaceuticals
disclosed $10 million to $50 million in both assets and
liabilities.
The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson,
Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek
Advisors, LLC as financial advisor. BMC Group, Inc. is the claims
and noticing agent.
EMX ROYALTY: Davidson & Company Raises Going Concern Doubt
----------------------------------------------------------
EMX Royalty Corporation disclosed in a Form 40-F Report filed with
the U.S. Securities and Exchange Commission for the fiscal year
ended December 31, 2023, that Davidson & Company LLP, the Company's
auditor since 2002, expressed that there is substantial doubt about
the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 21, 2024, Vancouver, Canada-based Davidson & Company
LLP said, "The Company has a working capital deficiency that raises
substantial doubt about its ability to continue as a going
concern."
At December 31, 2023, the Company had a working capital deficit of
$2.27 million (December 31, 2022 - working capital of $31.6
million).
For the year ended December 31, 2023, the Company reported a net
loss of $4.63 million, compared to a net income of $3.35 million
for the same period in 2022.
As of December 31, 2023, the Company had $158.6 million in total
assets, $38.1 million in total liabilities, and $120.4 million in
total equity.
The Company's ability to continue as a going concern is dependent
on its ability to generate profitable earnings, receive continued
financial support from strategic shareholders, complete additional
financing and/or refinance its existing debt. The Company expects
to continue raising funds through the issuance of equity and/or
obtaining new debt or refinancing the existing senior secured
credit facility and is currently evaluating various financing
opportunities. While the Company has been successful in obtaining
financing to date, there can be no assurances that future equity
financing, debt or debt refinancing alternatives will be available
on acceptable terms to the Company or at all. As a result, material
uncertainty exists that cast substantial doubt about the Company's
ability to continue as a going concern.
A full-text copy of the Company's Form 40-F is available at
https://tinyurl.com/4a5t9644
About EMX Royalty
EMX Royalty Corporation, together with its subsidiaries operates as
a royalty and prospect generator engaged in the exploring for, and
generating royalties from, metals and minerals properties.
ENJOY S.A.: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Debtor: Enjoy S.A.
Business Description: The Debtor owns and/or operates hotels
and casinos.
Foreign Proceeding: Foreign Main Proceeding in Chile
Chapter 15 Petition Date: March 15, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-10433
Judge: Hon. Philip Bentley
Foreign Representative: Juan Ignacio Jamarne Torres
Foreign
Representative's
Counsel: Pedro A. Jimenez, Esq.
PAUL HASTINGS LLP
Phone: 212-318-6000
Email: pedrojimenez@paulhastings.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 is now available for download at
PacerMonitor.com.
ENVERIC BIOSCIENCES: Marcum LLP Raises Going Concern Doubt
----------------------------------------------------------
Enveric Biosciences, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that Marcum LLP, the Company's
auditor since 2021, expressed that there is substantial doubt about
the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 25, 2024, East Hanover, New Jersey-based Marcum LLP
said, "The Company has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."
The Company has incurred a loss since inception resulting in an
accumulated deficit of $96.5 million as of December 31, 2023 and
further losses are anticipated in the development of its business.
Further, the Company had operating cash outflows of $14.1 million
for the year ended December 31, 2023. For the year ended December
31, 2023, the Company had a loss from operations of $16.4 million.
Since inception, being a research and development company, the
Company has not yet generated revenue and the Company has incurred
continuing losses from its operations. The Company's operations
have been funded principally through the issuance of debt and
equity. These factors raise substantial doubt about the Company's
ability to continue as a going concern for a period of one year
from the issuance of these financial statements.
In assessing the Company's ability to continue as a going concern,
the Company monitors and analyzes its cash and its ability to
generate sufficient cash flow in the future to support its
operating and capital expenditure commitments. At December 31,
2023, the Company had cash of $2.3 million and working capital of
$1.2 million. The Company's current cash on hand is insufficient to
satisfy its operating cash needs for the 12 months following the
filing of its Annual Report on Form 10-K. These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern for a period of one year after the date the financial
statements are issued.
As of December 31, 2023, the Company had $4.3 million in total
assets, $2.3 million in total current liabilities, and $1.96
million in total shareholders' equity.
Management's plan to alleviate the conditions that raise
substantial doubt include reducing the Company's rate of spend,
managing its cash flow, advancing its programs, and raising
additional working capital through public or private equity or debt
financings or other sources, which includes the Equity Distribution
Agreement with Canaccord for proceeds of up to $2.4 million, the
Purchase Agreement with Lincoln Park, and the Inducement Letters
and resulting sales of common stock under the Existing Warrants for
net cash proceeds of $1.5 million received in January 2024, and the
exercise of warrants to purchase 1.95 million shares of common
stock for gross cash proceeds of approximately $2.7 million in
February 2024, and may include collaborations with additional third
parties as well as disciplined cash spending, to increase the
Company's cash runway. The Inducement Letters included variable
rate transaction limitation, which prohibit the issuance of shares
under the Purchase Agreement with Lincoln Park until December 28,
2024. Adequate additional financing may not be available to the
Company on acceptable terms, or at all. Should the Company be
unable to raise sufficient additional capital, the Company may be
required to undertake cost-cutting measures including delaying or
discontinuing certain operating activities.
As a result of these factors, management has concluded that there
is substantial doubt about the Company's ability to continue as a
going concern for a period of one year after the date of the
financial statements. The Company's consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/d6czrr7x
About Enveric Biosciences Inc.
Naples, FL-based Enveric Biosciences, Inc. is a biotechnology
company dedicated to the development of novel neuroplastogenic
small-molecule therapeutics for the treatment of depression,
anxiety, and addiction disorders.
ESAB CORP: Moody's Assigns First Time 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Ratings assigned first-time ratings to ESAB Corporation
including a Ba1 corporate family rating, a Ba1-PD probability of
default rating and a Ba1 rating to the proposed senior unsecured
notes. The outlook is stable. At the same time, Moody's assigned
an SGL-1 Speculative Grade Liquidity rating.
The rating assignments follow ESAB's plan to issue $600 million of
senior unsecured notes to refinance its existing unsecured Term
Loan A (approximately $593 million) that matures April 2025.
The rating assignments reflect Moody's expectation for annual
organic revenue growth near mid-single digits, supported by new
product introductions and expansion into higher margin applications
such as medical and specialty gas. Strong secular trends within
the welding industry, including onshoring, increasing
infrastructure spending and regulatory and safety requirements,
along with the rising importance of productivity and connectivity
capabilities will help drive topline growth. Moody's expects an
EBITA margin in excess of 15% and annual free cash flow near $200
million with debt-to-EBITDA anticipated to remain within the 2x –
3x range even with occasional bolt-on acquisitions.
RATINGS RATIONALE
ESAB's ratings reflect a strong market position in the global
fabrication technology sector punctuated by well-known brands
within the welding industry. End markets are well diversified with
sales geographically evenly split between developed and emerging
regions. In addition to the longer-term positive dynamics within
the welding industry, a growing stream of new product
introductions, including automation and collaborative robotics
(cobots), should lead to strengthening returns over the next
several years. A proven business management system (ESAB Business
Excellence or EBX) and prior restructuring actions provide
resilience to margins especially during economic downcycles.
Demand for ESAB's products is affected by general economic
conditions and is reliant on the level of capital spending in
manufacturing and other industrial sectors. The welding industry
has historically contracted during periods of lower industrial
activity. Several of ESAB's key end markets -- infrastructure,
renewable energy, transportation, construction and energy -- are
core components of overall industrial activity.
The stable outlook reflects Moody's expectations for solid organic
revenue growth accompanied by steadily improving margins as
onshoring, global infrastructure investments and energy transition
projects maintain momentum. New product introductions will
contribute to increasing cash generation, helping to fund
smaller-scale acquisitions while maintaining robust financial
flexibility.
ESAB's SGL-1 Speculative Grade Liquidity Rating is supported by
Moody's expectations for a sustained cash position of $75 million -
$100 million, solid and increasing free cash flow and near full
availability (approximately $718 million available at December 31,
2023) under the $750 million revolving credit facility set to
expire April 2027. The revolving facility and term loan agreement
require ESAB to maintain compliance with a total leverage ratio and
an interest coverage ratio. Moody's expects the company to
maintain ample headroom in complying with these covenants.
The ESG Credit Impact Score of CIS-3 indicates that ESG
considerations have a limited impact on the current credit rating
with potential for greater negative impact over time. From a
governance risk perspective, ESAB's G-3 reflects a relatively brief
track record of a standalone financial policy. But the company has
demonstrated a prudent approach to acquisitions with focus on
bolt-on purchases versus larger, debt-financed transformational
transactions. Moody's expects continued balancing of product
innovation and smaller scale acquisitions with good financial
flexibility. Management's target net leverage ratio of
approximately 2x and a common stock dividend well within annual
free cash flow levels further highlight a disciplined financial
policy. Environmental risk (E-3) is largely aligned with the
broader manufacturing sector, and includes exposure to physical
climate risks and energy and raw material intensive production
processes with waste as a by-product amid rising environmental
regulation. ESAB's social risks (S-3) are also in-line with the
manufacturing sector, reflective of risks related to
medium-to-heavy duty manufacturing activities that include
stringent compliance and safety standards. Favorably, the company's
products are well positioned to capitalize on industry secular
trends such as welder labor shortage and increasing focus on
frontline worker safety.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with a longer track record of a
financial policy that accommodates both organic and inorganic
growth while improving margins and maintaining solid free cash flow
and ample liquidity. Debt-to-EBITDA sustained below 3x and
EBITA-to-interest greater than 7x, even with occasional
acquisitions, could also result in a positive rating action.
The ratings could be downgraded with indications of a more
aggressive financial policy, such as large, debt financed
acquisitions. Reduced ability to withstand periods of key end
market cyclicality or weakening liquidity, as well as
debt-to-EBITDA approaching 4x could also result in a negative
rating action.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
ESAB Corporation is a global fabrication technology company that
provides consumable products and equipment for use in cutting,
joining and automated welding, as well as gas control equipment.
Products are marketed under several brand names, most notably ESAB.
Revenue for the year ended December 31, 2023 was nearly $2.8
billion.
FAST FLOW: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Fast Flow Plumbing, LLC
1152 Red Lick Rd.
Berea, KY 40403
Business Description: Family-owned and -operated, Fast Flow
Plumbing is provider of plumbing and
trenchless service in Lexington, KY.
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Eastern District of Kentucky
Case No.: 24-50346
Judge: Hon. Gregory R Schaaf
Debtor's Counsel: J. Christian Dennery, Esq.
DENNERY PLLC
7310 Turfway Rd, Suite 550
Florence, KY 41042
Tel: 859-445-5495
Fax: 859-286-6726
E-mail: jcdenery@dennerypllc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Donald Fitzpatrick as CEO and corporate
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/5X3OOYQ/Fast_Flow_Plumbing_LLC__kyebke-24-50346__0001.0.pdf?mcid=tGE4TAMA
GOL LINHAS: Committee Taps Alton Aviation as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Gol Linhas Aereas
Inteligentes S.A., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Alton Aviation
Consultancy LLC and its wholly owned subsidiaries to perform
specialized aviation financial advisory services.
The firm will render these services:
i. General and initial reviews, including:
a. Review of certain "first day" motions and general
motions and pleadings, including review of the Debtors' first day
reporting materials;
b. Review of the Debtors' cash management/short term
liquidity, including conducting a 13-week cash flow assessment,
evaluating near-term liquidity needs, and assessing the
achievability of the Debtors' projections;
c. Assessment of all of the Debtors' existing deferral
agreements; and
d. Review of the Debtors' factoring agreements and credit
card facilities, including holdback positions;
ii. Strategic assessment, including:
a. Assessment of the Debtors' commercial strategies across
all segments -- domestic/international/cargo/ancillaries;
b. Assessment of the Debtors' Smiles loyalty program, its
valuation and strategic positioning; and
c. Evaluation of the Debtors' Air Operator Certificates,
codeshares and affiliations;
iii. Competitive assessment, including:
a. Evaluation of market dynamics, including the Debtors'
positioning relative to main competitors -- current and future
state;
b. Traffic forecasting, including an assessment as to future
demand and capacity scenarios and their likely impact; and
c. Business model review, including an assessment of the
Debtors' airline franchise, network and fleet, product concept,
fare structuring and alliances;
iv. Operational assessment, including:
a. Regular comparison and benchmarking of the Debtors'
financial and operational metrics against regional peers,
identifying strengths, weaknesses, and strategic opportunities,
quarterly reporting to assess financial health, operational
performance, and trends;
b. Cost assessment, including crew, ground operations and
other costs;
c. Review of union agreements and benchmarking of associated
costs; and
d. Provision of weekly flash reports to Committee with
respect to the foregoing;
v. Financial Analysis and Modelling, including:
a. Review of underlying collateral package for
debtor-in-possession financing;
b. Review and assessment of the Debtors' Monthly Operating
Reports and Periodic Reports; and
c. Development of sophisticated Excel models for sensitivity
analyses, including fully functional three-statement financial
models;
vi. Business Plan Diligence, including:
a. Review of the Debtors' proposed business plan
(projections and assumptions);
b. Assessment and feasibility of the Debtors'
medium-to-longer-term financial projections;
c. Executory contract review; and
d. Analysis of claims, including claims arising from
rejection or abandonment of aircraft leases;
vii. Fleet-related analysis, including:
a. Review of the Debtors' existing fleet, revised fleet plan
and orderbook, and reporting on fleet status during chapter 11
cases;
b. Analysis of the Debtors' maintenance conditions,
maintenance forecast, and heavy maintenance contracts;
c. Assessment of the Debtors' engine and aircraft status and
associated maintenance, repair, and overhaul liens;
d. Assistance with identifying and implementing the Debtors'
aircraft redeployment opportunities and/or asset divestitures; and
e. Analysis of the assumption and rejection issues regarding
the Debtors' maintenance contracts and other executory contracts
and leases;
viii. Other Services as mutually agreed between the Committee and
Alton.
Alton is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code., according to court filings.
The firm will be paid through:
Managing Director $1,350 per hour
Director $1,060 per hour
Engagement Manager $900 per hour
Senior Associate $680 per hour
Associate $460 per hour
Alton Aviation 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, according to court filings.
The firm can be reached at:
John Mowry
Alton Aviation Consultancy LLC
1700 Broadway, Suite 2202
New York, NY 10019
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries
voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing,
the Debtors estimated $1 billion to $10 billion in both assets and
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury
Securities, LLC as restructuring advisor, financial advisor and
investment banker; Alixpartners, LLP as financial advisor; and
Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring
Administration, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
GOL LINHAS: Committee Taps Alvarez & Marsal as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of Gol Linhas Aereas
Inteligentes S.A., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Alvarez & Marsal
North America, LLC as its financial advisor.
The firm will render these services:
(a) assist in the review of the Debtors' Schedules of Assets
and Liabilities and Statements of Financial Affairs;
(b) assist in the review of certain "first day" motions and
proposed orders;
(c) assist in the review of the Debtors' proposed key employee
retention plan and key employee incentive plan, to the extent
applicable;
(d) attend meetings with the Debtors, the Debtors' lenders and
creditors, potential investors, the Committee and any other
official committees organized in these chapter 11 cases, the U.S.
Trustee, other parties in interest, and professionals hired by the
same, as requested;
(e) assist in the review of any tax-related issues;
(f) assist the Committee and its advisors in its investigation
and pursuit of certain potential causes of actions;
(g) assist the Committee and its advisors in potential
settlement negotiations by analyzing potential recoveries to
general unsecured creditors under any proposed chapter 11 plan,
including by, but not limited to, analyzing potential plan
structures, analyzing intercompany claims, and developing a
distribution analysis;
(h) assist the Committee with analyzing and valuing the
Debtors' trademarks, registrations, registration applications, and
other associated intellectual property including, but not limited
to, brand names, licensing rights or naming rights;
(i) assist the Committee in cooperation with its advisors with
local Brazilian issues; and
(j) render such other general business consulting or such
other assistance as the Committee or its counsel may deem
necessary, consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in these
chapter 11 cases.
The firm will be paid as follow:
(a) Hourly Rates: A&M will be paid by the Debtors for the
services of A&M professionals at the following hourly rates,
subject to periodic adjustments:
Managing Directors $1,075 to $1,525
Directors $825 to $1,075
Associates $625 to $825
Analysts $425 to $625
(b) Expense Reimbursement: A&M will be reimbursed for
reasonable expenses incurred in connection with this engagement
such as travel, lodging, third party duplication, messenger and
telephone charges; reasonable expenses include any reasonable legal
fees incurred for A&M's defense of its retention application and
fee applications submitted in these chapter 11 cases, subject to
Court approval.
The firm can be reached through:
Mark Greenberg
Alvarez & Marsal North America, LLC
600 Madison Avenue,8th Floor
New York, NY 10022
Tel: (917) 841-8334
Email: mgreenberg@alvarezandmarsal.com
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries
voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing,
the Debtors estimated $1 billion to $10 billion in both assets and
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury
Securities, LLC as restructuring advisor, financial advisor and
investment banker; Alixpartners, LLP as financial advisor; and
Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring
Administration, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
GOL LINHAS: Committee Taps Jefferies LLC as Investment Banker
-------------------------------------------------------------
The official committee of unsecured creditors of Gol Linhas Aereas
Inteligentes S.A., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Jefferies LLC as
its investment banker.
The firm will render these services:
(a) assist and advise the Committee in its evaluation of the
Debtors' proposed debtor-in-possession financing and potential
alternative sources of financing;
(b) assist and advise the Committee in its analysis, review
and due diligence of the Debtors' proposed business plan;
(c) assist and advise the Committee in its evaluation of any
restructuring proposals and potential exit financing alternatives,
including the feasibility of such;
(d) assist and advise the Committee in its evaluation of the
Debtors' capital structure and debt capacity;
(e) assist and advise the Committee in its negotiations with
the Debtors and other parties-in-interest, as requested;
(f) assist and advise the Committee in its evaluation and
analysis of the Debtors' Smiles loyalty program;
(g) advise the Committee on the current state of the
restructuring and capital markets; and
(h) render such other investment banking services as may from
time to time be agreed upon by the Committee and Jefferies.
The firm will be paid as follows:
(a) Monthly Fee. A monthly fee equal to $175,000 per month
until the termination of the engagement. The first Monthly Fee
shall be payable as of the date of the Engagement Letter, and each
subsequent Monthly Fee shall be payable in advance on each monthly
anniversary of such date.
(b) Transaction Fee. Upon the consummation of a Transaction, a
transaction fee in an amount equal to $4,250,000. For the avoidance
of doubt, only one Transaction Fee shall be payable to Jefferies
under the Engagement Letter.
(c) Expenses. In addition to any fees that may be paid to
Jefferies under the Engagement Letter, whether or not any
Transaction occurs, the Debtors will reimburse Jefferies, promptly
upon receipt of an invoice therefor, for all out-ofpocket expenses
(including reasonable fees and expenses of its counsel) incurred by
Jefferies and its designated affiliates in connection with the
engagement contemplated thereunder.
Jefferies is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code and utilized in section
328(c) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue
New York, NY 10022
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries
voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing,
the Debtors estimated $1 billion to $10 billion in both assets and
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury
Securities, LLC as restructuring advisor, financial advisor and
investment banker; Alixpartners, LLP as financial advisor; and
Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring
Administration, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
GOL LINHAS: Committee Taps Stocche Forbes as Brazilian Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Gol Linhas Aereas
Inteligentes S.A., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Stocche, Forbes,
Filizzola, Clapis e Cursino de Moura Sociedade de Advogados, CNPJ
nº 17.073.496/0001-26, as its Brazilian counsel.
The firm's services include:
a. participating in meetings of the Committee and
subcommittees formed thereby (whether such meetings are in-person,
telephonic, or otherwise), and otherwise advising the Committee
with respect to its rights, powers, and duties in the Chapter 11
Cases from a Brazilian law perspective;
b. assisting and advising the Committee in its meetings and
negotiations with the Debtors and other parties in interest
regarding Brazilian law issues;
c. advising the Committee regarding issues of Brazilian law;
d. responding to inquiries from individual creditors related
to Brazilian law issues;
e. reviewing and analyzing motions, applications, orders, and
other pleadings filed with the Court, to the extent they involve
aspects of Brazilian law;
f. assisting and advising the Committee with respect to
applicable foreign proceedings (especially if in Brazil) that may
arise in the course of the Chapter 11 Cases; and
g. performing all other necessary legal services in the
Chapter 11 Cases as may be requested by the Committee.
The firm's standard hourly rates are as follows:
BRL USD
Partners III R$2,700 $540.89
Partners II R$2,500 $500.82
Partners I R$2,300 $460.76
Associates IV R$1,800 $360.59
Associates III R$1,600 $320.53
Associates II R$1,300 $260.43
Associates I R$1,100 $220.36
Paraprofessionals R$800 $160.26
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Stocche
disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The firm did not represent the Committee prior to the
Chapter 11 Cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Committee and Stocche expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures, and
any other orders of the Court, recognizing that in the course of
the Chapter 11 Cases there may be unforeseeable fees and expenses
that will need to be addressed by the Committee and the firm.
Stocche Forbes is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code and as used in section
328(c) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Guilherme de Figueiredo Forbes, Esq.
Stocche, Forbes, Filizzola,
Clapis e Cursino de Moura
Sociedade de Advogados,
CNPJ nº 17.073.496/0001-26
R. Sao Bento, 18
14th floor - Center
CEP: 20090-010
Tel.: 21 3609-7900
Email: gforbes@stoccheforbes.com.br
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries
voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing,
the Debtors estimated $1 billion to $10 billion in both assets and
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury
Securities, LLC as restructuring advisor, financial advisor and
investment banker; Alixpartners, LLP as financial advisor; and
Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring
Administration, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
GOL LINHAS: Committee Taps Willkie Farr & Gallagher as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Gol Linhas Aereas
Inteligentes S.A., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Willkie Farr &
Gallagher LLP as counsel.
The firm will render these services:
a. advising the Committee in connection with its powers and
duties under the Bankruptcy Code, the Bankruptcy Rules, and the
Local Rules;
b. assisting and advising the Committee relative to the
administration of the Chapter 11 Cases;
c. attending meetings and negotiating with the representatives
of the Debtors and other parties in interest;
d. assisting and advising the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
e. assisting and advising the Committee in connection with any
sale of the Debtors' assets pursuant to section 363 of the
Bankruptcy Code;
f. assisting the Committee in the review, analysis, and
negotiation of any chapter 11 plan(s) of reorganization or
liquidation that may be filed and assisting the Committee in the
review, analysis, and negotiation of the disclosure statement
accompanying any such plan(s);
g. taking all necessary actions to protect and preserve the
interests of the Committee, including: (i) possible prosecution of
actions on its behalf; (ii) if appropriate, negotiations concerning
all litigation in which the Debtors are involved; and (iii) if
appropriate, the review and analysis of claims filed against the
Debtors' estates;
h. generally preparing on behalf of the Committee all
necessary motions, applications, answers, orders, reports, replies,
responses, and papers in support of positions taken by the
Committee;
i. appearing, as appropriate, before the Court, appellate
courts, and the U.S. Trustee, and protecting the interests of the
Committee before those courts and before the U.S. Trustee; and
j. performing all other necessary legal services in the
Chapter 11 Cases.
The firm will be paid at these rates:
Partners and Senior Counsel $1,550 to $2,250
Associates, Other Attorneys
and Law Clerks $565 to $1,500
Paraprofessionals $345 to $590
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Willkie
Farr & Gallagher disclosed the following:
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: Willkie did not represent the Committee prior to the
Chapter 11 Cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Committee and Willkie expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures, and
any other orders of the Court, recognizing that in the course of
the Chapter 11 Cases there may be unforeseeable fees and expenses
that will need to be addressed by the Committee and Willkie.
Willkie believes it is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code and as used in
section 328(c) of the Bankruptcy Code.
The firm can be reached through:
William Wilder, Esq.
Wilder Law Group, PLLC
1750 Tysons Blvd., Suite 1500
Tysons, VA 22102
Phone: (703) 712-4772
Email: firm@wilderlg.com
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes and its affiliates and subsidiaries
voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 24-10118) on Jan. 25, 2024. As of the bankruptcy filing,
the Debtors estimated $1 billion to $10 billion in both assets and
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank, LLP as bankruptcy counsel; Seabury
Securities, LLC as restructuring advisor, financial advisor and
investment banker; Alixpartners, LLP as financial advisor; and
Hughes Hubbard & Reed, LLP as aviation counsel. Kroll Restructuring
Administration, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
HBL SNF: No Resident Care Concerns, 10th PCO Report Says
--------------------------------------------------------
Joseph Tomaino, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Southern District of New
York his 10th report regarding the quality of patient care provided
at HBL SNF, LLC's nursing facility in White Plains, N.Y.
The report contains the PCO's findings from his visit to the White
Plains facility on March 13, during which he interviewed the
facility administrator. The facility administrator reports solid
census performance and that the vacant nursing positions reported
last visit were now filled. He is currently trying to recruit
additional certified nursing assistants. He reports no difficulties
with any vendors and all management positions are stable.
The administrator did relate a patient complaint about staffing and
that the family member felt there should be more aides on day
shift. The PCO reviewed staffing and the facility maintains a 1 to
10 aide to resident ratio, however the facility also maintains
transport aides so when a resident needs to be transported off the
unit or out of the facility, the unit staff can remain in place. He
reported that the family seemed satisfied with the explanation.
The PCO noted that there appears to be no difficulty currently
meeting payroll obligations nor with obtaining supplies,
medications and vendor services. There are no reported or
observable staffing, medical records, or quality of care issues.
HBL SNF and management have been cooperative and communication with
the PCO appears to be transparent.
A copy of the tenth ombudsman report is available for free at
https://urlcurt.com/u?l=LBdE3n from Omni Agent Solutions, claims
agent.
About HBL SNF
HBL SNF, LLC, doing business as Epic Rehabilitation and Nursing at
White Plains, operates a 160-bedroom skilled nursing and
rehabilitation facility located at 120 Church St., White Plains,
N.Y. The facility, which opened in late 2019, provides an array of
healthcare services, including neurological, respiratory,
orthopedic, occupational, psychiatric, and many other medical and
rehabilitative services.
HBL SNF filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22623) on Nov. 1,
2021, listing $9,131,311 in total assets and $20,128,876 in total
liabilities. Heidi J Sorvino, Esq., at White and Williams, LLP
serves as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP
as bankruptcy counsel; Michelman & Robinson, LLP as special
litigation counsel; and HMM CPAs, LLP as accountant.
Joseph J. Tomaino, the patient care ombudsman appointed in the
case, is represented by SilvermanAcampora, LLP.
HIGH PLAINS RADIO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: High Plains Radio Network, LLC
302 Wilbarger St.
Vernon, TX 76384
Business Description: The Debtor is in the radio broadcasting
business.
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-70089
Judge: Hon. Scott W. Everett
Debtor's Counsel: Jeff Carruth, Esq.
WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
2608 HIbernia St. Ste 105
Dallas, TX 75204-2514
Tel: (713) 341-1158
E-mail: jcarruth@wkpz.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Monte L. Spearman as manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NE67MIA/High_Plains_Radio_Network_LLC__txnbke-24-70089__0001.0.pdf?mcid=tGE4TAMA
HIGHLAND GROUP: Case Summary & Four Unsecured Creditor
------------------------------------------------------
Debtor: Highland Group, LLC
60 Jon Barrett Road
Patterson, NY 12563
Business Description: Highland Group 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 60 Jon Barrett Road,
Patterson, New York 12563 having a current
value of $6.06 million.
Chapter 11 Petition Date: March 27, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-35296
Debtor's Counsel: Gerard R. Luckman, Esq.
FORCHELLI DEEGAN TERRANA LLP
333 Earle Ovington BLVD.
Suite 1010
Uniondale, NY 11553
Tel: 516-812-6291
Fax: 866-900-8016
Email: GLuckman@forchellilaw.com
Total Assets: $6,064,000
Total Liabilities: $7,217,008
The petition was signed by Brett Wallace as vice president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PVCBILA/Highland_Group_LLC__nysbke-24-35296__0001.0.pdf?mcid=tGE4TAMA
HIRERIGHT HOLDINGS: Moody's Cuts CFR to 'B3', Outlook Stable
------------------------------------------------------------
Moody's Ratings downgraded HireRight Holdings Corporation's
("HireRight") corporate family rating to B3 from B2 and probability
of default rating to B3-PD from B2-PD. The backed senior secured
first lien credit facility ratings issued under HireRight's Genuine
Financial Holdings, LLC subsidiary were downgraded to B3 from B2.
The company's speculative grade liquidity rating is unchanged at
SGL-1. The outlook was changed to stable from negative for both
entities.
The rating and outlook actions reflect the addition of $50 million
in term loan borrowings to HireRight's previously-disclosed
debt-funded privatization transaction to finance a $50 million one
time dividend distribution to private equity sponsors. The
aggregate borrowings to finance the dividend and privatization will
increase the term loan to $1,050 million and raise the company's
debt-to-EBITDA by approximately 1.8x to nearly 6.5x as of December
31, 2023 (Moody's adjusted and pro forma for $300 million
incremental term loan), adding credit risk and augmenting Moody's
existing governance concerns.
RATINGS RATIONALE
HireRight's B3 CFR is principally constrained by the company's high
financial leverage as well as corporate governance concerns related
to HireRight's concentrated equity ownership by General Atlantic,
L.P and Stone Point Capital LLC which are heightened in light of
the pending privatization expected to close in mid-2024 and the
announced dividend distribution. The company's exposure to
macroeconomic cyclicality due to changes in labor market conditions
as well as competitive pressures from its direct rivals, niche
providers, and potential new market entrants could negatively
impact HireRight's operating performance and overall credit
quality. The company's credit profile is supported by HireRight's
global market position and screening capabilities as well as
long-standing relationships with its blue-chip customers. Within
its target market niche, HireRight's business is well diversified
by vertical market with high client retention rates. Moody's
projects mid-single digit organic annual revenue growth (fueled
largely by new customer wins) and moderate profit margin expansion
over the next 12 to 18 months. The company's credit quality also
benefits from very good liquidity, solid EBITDA margins
(approximating 23% in 2024, Moody's adjusted), and healthy free
cash flow generation.
Moody's has assessed that HireRight's liquidity profile will remain
very good over the next 12 to 15 months, as indicated by the SGL-1
liquidity rating. Liquidity is principally supported by the
company's cash balance of approximately $98 million as of December
31, 2023 (pro forma for the privatization and distribution) as well
as Moody's expectation for free cash flow approximating 4%-5% of
total debt in 2024. The cash sources provide strong coverage of
approximately $10 million of required annual term loan amortization
over the coming 12 months. Liquidity is also bolstered by nearly
full availability under the $160 million senior secured first lien
revolver expiring in 2027. The term loan is not subject to
financial maintenance covenants. The revolving credit facility is
subject to a springing maximum senior secured first -lien net
leverage ratio of 7.3x if the amount drawn exceeds 35% of the
revolving credit facility. Moody's do not expect the company to
draw on the revolver through 2024, but if the covenant is tested,
Moody's expect HireRight to remain well in compliance.
The B3 senior secured first lien revolver and term loan ratings are
consistent with the B3 CFR as the credit facility accounts for the
preponderance of HireRight's debt.
The stable outlook reflects Moody's expectation of mid-single-digit
organic annual revenue growth and moderate profit margin expansion
over the next 12 to 18 months. The outlook also anticipates that
HireRight may not reduce debt-to-EBITDA to under 6x if hiring
volumes weaken within its markets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if HireRight grows its revenue base,
reduces debt-to-EBITDA (Moody's adjusted) to below 6x on a
sustained basis, maintains annual free cash flow of approximately
5% of total debt, and establishes a track record of balanced
financial policies.
The ratings could be downgraded if HireRight's operating
performance deteriorates, the company loses market share, or adopts
more aggressive financial policies. Lower ratings are possible if
Moody's expects debt-to-EBITDA (Moody's adjusted) to increase
materially from current levels or HireRight incurs cash flow
deficits that significantly weaken its liquidity profile.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
HireRight, headquartered in Nashville, Tennessee, is a global
provider of background screening and compliance solutions,
including criminal background checks, credential verification,
employee drug testing, and fingerprint-based screening for
enterprise and midmarket clients. Although HireRight completed an
IPO in November 2021, investment funds managed by General Atlantic,
L.P. and Stone Point Capital LLC are collectively the company's
majority shareholders and are in the process of privatizing the
company by mid-2024. Moody's expects HireRight to generate revenue
of approximately $750 million in 2024.
HORNBLOWER HOLDINGS: Seeks to Hire Ordinary Course Professionals
----------------------------------------------------------------
Hornblower Holdings, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
professionals utilized in the ordinary course of business.
The Debtor needs ordinary course professionals to perform services
for matters unrelated to this Chapter 11 case.
The Debtor seeks to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtor does not believe that any of the ordinary course
professionals have an interest materially adverse to it, its
estates, creditors, or other parties in interest in connection with
the matter upon which they are to be engaged.
About 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.
I.C.T.I. LLC: Seeks to Hire Milledge Law Group as Legal Counsel
---------------------------------------------------------------
I.C.T.I. LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire The Milledge Law Group, P.C. as
its counsel.
The firm will render these services:
(a) advise the Debtor concerning its powers and duties in the
continued operation of its business, and management of its
property;
(b) prepare all pleadings on behalf of the Debtor which may be
necessary;
(c) negotiate and submit a potential plan of arrangement
satisfactory to the Debtor, its estate, and the creditors at large;
and
(d) perform all other legal services for the Debtor which may
become necessary to these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Samuel L. Milledge, Sr., Attorney-in-Charge $450
Associates $150 - $200
Law Clerks & Legal Assistants $60 - $75
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
Samuel Milledge, Sr., Esq., an attorney at The Milledge Law Firm,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Samuel L. Milledge, Sr.
The Milledge Law Firm, PLLC
2500 East T.C. Jester Blvd. Suite 510
Houston, TX 77092
Telephone: (713) 812-1409
Facsimile: (713) 812-1418
Email: milledge@milledgelawfirm.com
About I.C.T.I. LLC
I.C.T.I. LLC is a Single Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).
I.C.T.I. LLC filed its voluntary petition for relief under Chapter
11 of the Bankrutpcy Code (Bankr. S.D. Tex. Case No. 24-30961) on
March 4, 2024, listing $1,800,000 in assets and $1,427,200 in
liabilities. The petition was signed by Fahad Naveed as president.
Samuel L. Milledge, Esq. at MILLEDGE LAW GROUP, P.C. represents the
Debtor as counsel.
INNOVATE CORP: Extends Rights Offering Subscription Until April 9
-----------------------------------------------------------------
INNOVATE Corp. announced that its Board of Directors has extended
the subscription period for its rights offering to 5:00 p.m.
Eastern Time on April 9, 2024, in order to allow stockholders and
noteholders who are entitled to participate in the rights offering
(holders of record of the Company's common stock, Series A-3
Preferred Stock, Series A-4 Preferred Stock and 2026 Convertible
Notes as of 5:00 p.m. Eastern Time on March 6, 2024) additional
time to participate.
The rights offering is being made pursuant to INNOVATE's effective
shelf registration statement on Form S-3, filed with the SEC on
Sept. 29, 2023 and declared effective on Oct. 6, 2023, and a
prospectus supplement containing the detailed terms of the rights
offering filed with the SEC on March 8, 2024.
About Innovate
New York-based Innovate -- www.innovatecorp.com -- is a diversified
holding company that has a portfolio of subsidiaries in a variety
of operating segments. The Company seeks to grow these businesses
so that they can generate long-term sustainable free cash flow and
attractive returns in order to maximize value for all stakeholders.
As of Dec. 31, 2023, its three operating platforms or reportable
segments, based on management's organization of the enterprise, are
Infrastructure, Life Sciences and Spectrum, plus its Other
segment,
which includes businesses that do not meet the separately
reportable segment thresholds.
Innovate incurred a net loss of $38.9 million in 2023, compared to
a net loss of $42 million in 2022. As of Dec. 31, 2023, the
Company had $1.04 billion in total assets, $1.18 billion in total
liabilities, $15.4 million in total temporary equity, and a total
stockholders' deficit of $151.7 million.
Innovate disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Feb. 26, 2024, it received a written
notice from the New York Stock Exchange that it was not in
compliance with the continued listing standard set forth in Section
802.01C of the NYSE's Listed Company Manual, as the average closing
price of the Company's common stock was less than $1.00 per share
over a consecutive 30 trading-day period.
* * *
As reported by the TCR on May 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P
said, "We expect Innovate to maintain less than adequate liquidity
over the next 12 months. This reflects our expectation that while
the company has enough liquidity to continue operating for the next
12 months, we believe the cushion is very thin and could quickly
erode."
KAST MEDIA: Andrew Levin of Fairport Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 16 appointed Andrew Levin of Fairpoint
Solutions, LLC as Subchapter V trustee for Kast Media Inc.
Mr. Levin 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. Levin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Andrew W. Levin
FairPoint Solutions, LLC
3946 Stone Canyon Ave., Ste. 1400
Sherman Oaks, CA 91403
Phone: (818) 817-6310
Email: andy@fairpointllc.com
About Kast Media
Kast Media, Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10396) on March
13, 2024, with $699,789 in assets and $6,395,239 in liabilities.
Colin Thomson, chief executive officer, signed the petition.
Judge Martin R. Barash oversees the case.
Leslie Cohen, Esq., at Leslie Cohen Law, PC represents the Debtor
as bankruptcy counsel.
LUCIDA CONSTRUCTION: Unsecureds Will Get 11.4% of Claims in Plan
----------------------------------------------------------------
Lucida Construction Company, LLC submitted a First Amended Plan of
Reorganization under Subchapter V dated March 18, 2024.
The Debtor got entangled in litigation over its involvement in a
failed construction project to build a charter school in Washington
County, Alabama. An arbitration panel ruled against the Debtor and
determined that it owed more than $1.2 million to a single
creditor, Morcor Financial, LLC. Additional litigation involving
the Debtor and Addison that arose from this project are ongoing.
The Debtor filed Chapter 11 bankruptcy on July 21, 2023 because
Morcor garnished the Debtor, and because Addison believes there is
a market opportunity for the Debtor to serve in a subcontracting
capacity for small-scale demolition, site foundation, and
construction work, both independently and in conjunction with other
companies owned by Addison. Therefore, the Debtor's creditors have
an opportunity for greater payment if the Debtor is reorganized
than if the Debtor is liquidated.
The Debtor has restarted operations since filing bankruptcy. To
fund its initial operations, it collected a large account
receivable, and it has upcoming projects provided by Addison's
other companies. Over the course of the past six months the
Debtor's members have worked to become trained in a new type of
foundation system that will allow their extensive commercial
experience to provide an alternative to coastal and inland lake
foundation systems.
The Debtor is poised to secure numerous contracts that will further
support its financial stability, if allowed to reorganize. While
this minor delay has impacted the planned startup, it allowed the
Debtor to create interest from numerous other contractors as well
as previous business relationships in order to lessen the market
competition. The Debtor also holds potential causes of action
against Yedla and certain entities owned in full or in part by
Yedla. The Debtor intends to pursue these causes of action and
commit most of its net proceeds toward payment for the benefit of
its unsecured creditors.
Pursuant to the Plan, the Debtor estimates that creditors holding
allowed general unsecured claims would receive a pro rata
distribution of approximately 4.6% payment on their claims in a
Chapter 7 liquidation (excluding any recovery from the Debtor's
causes of action). As set out in the Plan, the Debtor proposes to
pay non-insider, general unsecured creditors a distribution of
11.4% (excluding any recovery from the Debtor's causes of action).
Class 1 consists solely of purchase-money loans the Debtor obtained
from Caterpillar Financial Services Corporation. Loan 3465 is
secured by a Caterpillar Excavator and the current payoff is
$96,427.17. Loan 8486 is secured by a Caterpillar Compact Track
Loader and the current payoff is $73,307.90. The Debtor is in
arrears on both loans in the total amount of $15,766.40, and both
loans will mature during the plan payment period. The Debtor shall
pay Caterpillar Financial Services Corporation as follows:
* Upon confirmation of the Plan, the Debtor shall pay
Caterpillar Financial Services $10,000.00, to be divided equally
between the two loans;
* On Loan 3465, the Debtor shall pay Caterpillar Financial
Services $2,258.73 per month at the contract rate of 4.52% interest
until fully paid; and
* On Loan 8486, the Debtor shall pay Caterpillar Financial
Services $2,009.06 per month at the contract rate of 0% interest
until fully paid.
Class 3 consists of Allowed Non-Insider Unsecured Claims which
currently total $1,761,002.05. Starting at the end of the first
full quarter after the Effective Date, and continuing each
consecutive quarter thereafter, the Debtor shall make a
distribution of $10,000.00, divided pro rata among each of the
allowed Class 3 claims. The Debtor shall make a total of twenty
such quarterly distributions.
In addition, the Debtor shall distribute 90% of any net proceeds it
recovers from the prepetition causes of action to allowed Class 3
claims on a pro rata basis. "Net proceeds" means any monetary
recovery after payment of attorneys' fees and expenses. This class
is impaired and is entitled to vote.
The Debtor shall use profits from its operations, plus net proceeds
from its pre-petition causes of action listed on Amended Schedule
B, to fund the Plan. If necessary, the Debtor shall sell or borrow
against its equity in its illiquid assets.
A full-text copy of the First Amended Plan dated March 18, 2024 is
available at https://urlcurt.com/u?l=ezm4jZ from PacerMonitor.com
at no charge.
Debtor's Counsel:
Stuart Memory, Esq.
MEMORY MEMORY AND CAUSBY LLP
469 S McDonough Street
Montgomery, AL 36104
Tel: (334) 834-8000
E-mail: smemory@memorylegal.com
About Lucida Construction
Lucida Construction Company, LLC, is part of the nonresidential
building construction industry.
The Debtor filed Chapter 11 Petition (Bankr. M.D. Ala. Case No.
23-31430) on July 21, 2023, with $245,193 in assets and $2,610,351
in liabilities. Mike Addison, member, signed the petition.
Stuart Memory, Esq., of MEMORY MEMORY AND CAUSBY LLP, is the
Debtor's legal counsel.
MATADOR RESOURCES: Moody's Alters Outlook on 'Ba3' CFR to Positive
------------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Matador Resources Company's
proposed senior unsecured notes due 2032. Moody's concurrently
changed the company's rating outlook to positive from stable, and
affirmed its Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating and B1 rating on the senior unsecured notes. The
SGL-2 Speculative Grade Liquidity rating was unchanged.
Net proceeds from the proposed notes offering will be used to fund
a tender offer that was launched concurrently for Matador's
existing 5.875% notes due 2026, and for general corporate purposes,
including reducing borrowings on the revolving credit facility
(unrated).
"The positive outlook considers Matador's increased scale and
recent deleveraging as well as Moody's expectation of ongoing
capital discipline and prudent financial management" commented
Sajjad Alam, Moody's Vice President. "This refinancing transaction
in combination with the recently announced equity offering and
amendments to its credit agreement will provide significant
incremental financial flexibility."
RATINGS RATIONALE
Matador's new unsecured notes were rated B1 mirroring the rating on
the existing notes. The new notes will have substantially similar
terms and conditions as the company's existing notes. The unsecured
notes are rated one notch below the Ba3 CFR because of the material
size of the secured revolving credit facility, which has a
first-lien claim over Matador's oil and gas reserves.
The Ba3 CFR is supported by the company's significant acreage and
reserves in the core areas of the prolific Delaware Basin;
long-standing track record of organic production and reserves
growth; relatively low break-even costs; and Moody's expectation of
free cash flow generation and strong leverage metrics through 2025
in a supportive oil price environment. The company's improved cost
structure, enhanced scale both through organic drilling and the
$1.6 billion acquisition in early-2023, recent deleveraging and
continuous strong focus on efficiency should make its operations
more resilient in weathering commodity price downturns. The credit
profile is restrained by Matador's scale relative to higher rated
E&P peers; high geographic concentration; sizeable undeveloped
reserves that will require significant future investments, and
meaningful exposure to federal land in New Mexico that could face
potential permitting and drilling restrictions in the future. The
credit profile also considers Matador's controlling interest in the
San Mateo Midstream, LLC (San Mateo) joint venture that has
provided an increasing level of midstream and cash flow support,
but which also adds debt to its consolidated metrics slightly
weakening the company's consolidated leverage ratios. The $535
million San Mateo credit facility is non-recourse with respect to
Matador and its wholly-owned subsidiaries, and is secured solely by
the assets of San Mateo.
Matador should have good liquidity through 2025, which is reflected
in the SGL-2 rating. Moody's expects the company to generate a
modest amount of free cash flow in 2024 after covering its planned
capex and dividends. On March 25, 2024 the company announced that
it had increased the revolver commitment to $1.5 billion, extended
the facility maturity date by three years to March 22, 2029 and
commenced an underwritten public offering of 5.25 million shares of
its common stock that will raise roughly $345 million in proceeds.
Consequently, the company should be able to repay most of the
outstanding balance on its revolving credit facility, which had
$500.0 million drawn and $52 million in outstanding letters of
credit as of December 31, 2023.The company also should be able to
easily comply with the financial covenants governing the credit
agreement even if oil price eases meaningfully from current
levels.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Matador's ratings could be upgraded if the company can further grow
production and reserves in a capital efficient manner while
generating consistent free cash flow and maintaining low debt
level. Moody's could upgrade the CFR if the RCF/debt ratio remains
above 40% on a sustained basis. The CFR could be downgraded if
RCF/debt declines below 30%, the company makes large debt-funded
acquisitions or distributions, or if the ability to drill and
develop Matador's New Mexico federal acreage becomes materially
restrictive.
Matador Resources Company is a Dallas, Texas based publicly-traded
independent exploration and production company with primary
operations in the Delaware Basin in New Mexico and West Texas.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
MATADOR RESOURCES: S&P Rates New $800MM Sr. Unsecured Notes 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to U.S.-based crude oil and natural gas exploration
and production company Matador Resources Co.'s proposed $800
million senior unsecured notes due 2032. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery of principal to creditors in the event of a
payment default. The proposed notes will rank pari passu with the
company's $699 million of outstanding 5.875% senior unsecured notes
due 2026 and $500 million of outstanding 6.875% senior unsecured
notes due 2028.
Matador intends to use the proceeds from these notes primarily to
fund the tender of its $699 million of outstanding 5.875% senior
unsecured notes due 2026 and repay borrowings under its
reserve-based lending (RBL) credit facility. On March 25, 2024, the
company announced that it had increased the elected commitment of
its RBL credit facility to $1.5 billion, from $1.325 billion, and
extended the facility's maturity date by three years to 2029. The
RBL had $500 million of outstanding borrowings as of Dec. 31,
2023.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario for Matador assumes a period
of sustained low commodity prices consistent with the conditions of
past defaults in this sector.
-- S&P based its valuation of the company's proved reserves on a
company-provided PV10 report as of Dec. 31, 2023, using its
recovery price deck assumptions of $50 per barrel for West Texas
Intermediate crude oil and $2.50 per million Btus for Henry Hub
natural gas.
-- S&P's analysis assumes that the company's RBL facility, which
has an elected commitment amount of $1.5 billion, is fully drawn up
to this amount before default (net of $150 million of undrawn
letters of credit).
-- S&P's analysis assumes that the $699 million of outstanding
5.875% senior unsecured notes due in 2026 are tendered for and
fully repaid.
Simulated default assumptions
-- Simulated year of default: 2028
Simplified waterfall
-- Net estimated valuation (after 5% administrative costs): $4.0
billion
-- Secured first-lien debt claims: $1.4 billion
--Recovery expectations: Not applicable
-- Value available to repay senior unsecured claims: $2.6 billion
-- Senior unsecured debt claims: $1.55 billion
--Recovery expectations: Capped at 50%-70% (rounded estimate:
65%)
Note: All debt amounts include six months of prepetition interest.
MBMBA LLC: Case Summary & One Unsecured Creditor
------------------------------------------------
Debtor: MBMBA LLC
6 Charlotte Place
Spring Valley, NY 10977
Business Description: MBMBA LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: March 27, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22255
Judge: Hon. Sean H. Lane added
Debtor's Counsel: Allen A Kolber, Esq.
LAW OFFICE OF ALLEN KOLBER PC
134 Route 59 Ste A
Suffern, NY 10901-4917
Tel: (845) 918-1277x3
Email: akolber@kolberlegal.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Moshe Brander as sole member.
The Debtor listed TVC Funding IV, LLC as its sole unsecured
creditor holding a claim of $756,313.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PTE2FYY/MBMBA_LLC__nysbke-24-22255__0001.0.pdf?mcid=tGE4TAMA
MED PARENTCO: Moody's Raises CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded MED ParentCo., LP.'s (dba "MyEyeDr")
corporate family rating to B3 from Caa1 and probability of default
rating to B3-PD from Caa1-PD. Concurrently, Moody's assigned a B3
rating to the company's backed senior secured first lien bank
credit facilities comprising a new $151 million backed senior
secured first lien revolving credit facility due 2029 and a $1,400
million new backed senior secured first lien term loan due 2031.
The company's existing ratings, including the B3 rating backed
senior secured first lien bank credit facilities and the Caa3
rating backed senior secured second lien bank credit facility
remains unchanged. The outlook is changed to stable from positive.
Proceeds from the new $1,400 million senior secured first lien term
loan and a new $425 million PIK preferred equity will be used to
refinance the company's existing $1,378 million senior secured
first lien term loan and $360 million senior secured second lien
term loan, to pay for fees and expenses and to add about $50
million of cash to the balance sheet. The rating on the existing
first and second lien bank credit facilities will be withdrawn at
transaction close.
The upgrades reflect the company's improved financial performance,
deleveraging, lower interest expense, larger revolver size and
maturity extensions which are all credit positives. Leverage and
coverage are expected to improve to about 4.9x and 1.6x by year-end
2024 from about 6.25x and 1.2x at December 31, 2023. The company is
also expected to maintain between $180 million - $200 million of
liquidity over the next 12-18 months including revolver
availability. The upgrades also reflect governance considerations
particularly, the company's decision to raise new equity, refinance
into a more delevered capital structure and to add liquidity
cushion to the balance sheet.
The stable outlook reflects Moody's expectations of continued same
store sale growth, margin expansion and maintenance of good
liquidity, all of which should support funding deferred acquisition
payments and the company's office build-out strategy.
RATINGS RATIONALE
MyEyeDr's B3 CFR reflects its high leverage and fact that committed
deferred acquisition payments and company's growth strategy will
constrain free cash flow generation over the next 12-18 months. The
ratings also incorporate governance risks, specifically the
company's private equity ownership which has previously supported
very high leverage, which peaked at 9x at year end 2022 as a result
of a prior aggressive debt-financed acquisition strategy. However,
Moody's expects that continued financial performance strength in
2024 and, lower debt levels will allow the company to delever to
below 5.0x. In addition, reduced interest expense supports an
improvement in free cash flow, which when combined with the
increase in cash balances and the proposed $151 million revolving
credit facility, support the maintenance of good liquidity over the
next 12-18 months. Positively, the company has demonstrated the
ability to pare back its acquisition activity, when needed (as an
example, in 2023, the company reduced acquisitions materially and
successfully focused on organic performance improvement).
The ratings also reflect Moody's view that while e-commerce
penetration in the optical retail sector will remain low,
traditional optical retailers will face margin and market share
pressure over time from growing online competition. Nevertheless,
the credit profile is supported by the recession-resilient and
growing demand for optometrist services and eyewear products due to
aging demographics and the growing prevalence of myopia coupled
with MyEyeDr's high proportion of more resilient insurance backed
customers.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $280 million and 100% of
Consolidated EBITDA plus unlimited amounts subject to First Lien
Leverage remaining below 5.0x with no inside maturity sublimit. A
"blocker" provision restricts the transfer of material intellectual
property to unrestricted subsidiaries. The credit agreement
provides some limitations on up-tiering transactions, requiring
consent of all affected revolving lenders as well as the consent of
the required lenders for amendments that subordinate the debt and
liens unless such lenders can ratably participate in such priming
debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company substantially improves
its free cash flow generation while maintaining positive comparable
store sales growth and solid operating performance. Quantitatively,
an upgrade would require EBITA/interest expense to be maintained
above 1.75x and lease-adjusted debt/EBITDA to be maintained below
6.0x.
The ratings could be downgraded if financial performance weakness,
liquidity deteriorates or if the company pursues an aggressive debt
financed growth strategy. Quantitatively, ratings could be
downgraded if EBITA/interest expense is maintained below 1.25x and
lease-adjusted debt/EBITDA is maintained above 7.0x.
MED ParentCo., LP. provides management services to MyEyeDr
optometrists and their practices. MyEyeDr practices offer vision
care services, prescription eyeglasses and sunglasses, and contact
lenses. As of December 31, 2023, the company operated approximately
840 offices and generated about $1.4 billion of trailing twelve
months revenue. MyEyeDr has been controlled by affiliates of
Goldman Sachs Asset Management since August 2019.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
MED PARENTCO: S&P Rates New First-Lien Debt 'B-', Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating with a
stable outlook on MED ParentCo L.P. At the same time, S&P assigned
its 'B-' issue-level rating and '3' recovery rating to the proposed
first-lien debt. The '3' recovery rating indicates its expectation
of meaningful (50%-70%; rounded estimate: 55%) recovery in the
event of a payment default.
S&P said, "The stable outlook on MED reflects our view that its
credit metrics and operating margins will continue to improve over
the next 12 months due to integration of past acquisitions and
improved EBITDA generation.
"We expect credit metrics for MED ParentCo L.P. (MyEyeDr) to remain
in line with our base case forecast under the company's new capital
structure. MED plans to issue a new $1.4 billion first-lien term
loan due April 2031 along with $425 million of PIK preferred
equity. The company will use proceeds to refinance the existing
first- and second-lien debt and add about $50 million of cash to
the balance sheet. We treat the new preferred equity as akin to
debt in our analysis of the capital structure, leading us to view
this transaction as neutral for leverage. That said, we expect the
reduced cash interest expense under the new capital structure to be
a tailwind to the company's cash flow and liquidity position.
"We believe MED will return to its acquisitive growth strategy
following the refinancing. The company grew rapidly through
acquisitions but shifted its focus to integration during 2023. As a
result, operations of previously acquired practices have seen
significant improvement leading to better S&P Global
Ratings-adjusted EBITDA margin. We acknowledge that further
acquisitions could cause EBITDA margins to compress. However, we
believe the improved performance of MED's existing store base
positions the company well to grow its EBITDA base despite
potential volatility in its margins.
"We updated our base case forecast to incorporate the impact of
further acquisitions. We project S&P Global Ratings-adjusted
margins in the low-19% area for 2024 improving to the low-20% area
in 2025. This leads us to forecast S&P Global Ratings-adjusted
leverage in the low-7x area for 2024. We expect further
acquisitions will lead to increased capital expenditure (capex)
requirements. However, we believe the improved performance will
enable MED to generate positive free operating cash flow (FOCF) on
a reported basis despite increased capital spending. Furthermore,
we project interest coverage of at least 1.5x over the next two
years, including PIK interest. We project cash interest coverage of
about 1.8x. That said, we acknowledge the risk that credit metrics
could deteriorate due to integration challenges from new
acquisitions.
"The stable outlook on MED reflects our view that its credit
metrics and operating margins will continue to improve over the
next 12 months due to integration of past acquisitions and improved
EBITDA generation.
"We could lower our rating if MED's operational performance weakens
relative to our base case, leading us to believe its capital
structure is unsustainable."
This could occur if:
-- S&P believes the company will generate consistently negative
FOCF, possibly due to integration setbacks or increased competitive
pressures; or
-- S&P anticipates its liquidity will deteriorate such that it
cannot maintain sufficient headroom under its financial covenant or
its liquidity sources decline.
S&P could raise its rating if:
-- The company generates meaningfully positive FOCF net of its
delayed acquisition payments, leading S&P to favorably reassess its
competitive position; and
-- The company shifts to a less-aggressive financial policy,
leading S&P to believe it will sustain leverage toward 6x.
S&P said, "Governance is a negative consideration, as is the case
for most rated entities owned by private-equity sponsors. We
believe MED'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. We revised
our view of the company's strategic positioning downward, given the
pace of acquisition integrations and our overall view that the
company has not yet grown into its capital structure."
MGM RESORTS: Moody's Rates New $750MM Senior Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Ratings assigned a B1 rating to MGM Resorts International's
("MGM") proposed $750 million senior unsecured notes. The company's
existing ratings, including the B1 Corporate Family Rating and
B1-PD Probability of Default Rating remain unchanged. MGM's
Speculative Grade Liquidity Rating (SGL) of SGL-2 is unchanged and
the outlook remains unchanged at stable.
Net proceeds from the proposed $750 million senior unsecured notes
will be used to refinance the company's existing B1 rated $750
million 6.75% senior unsecured notes due 2025. The proposed
refinancing is leverage neutral, and pushes out a portion of the
company's upcoming maturities.
RATINGS RATIONALE
MGM Resorts International's (B1 stable) credit profile reflects the
company's large scale, strong presence on the Las Vegas Strip, and
a solid position within several regional markets across the US.
MGM's presence in the large Macau market with favorable long-term
prospects further supports the rating. The rating is constrained by
the company's high leverage, including the company's sizeable
leases on the balance sheet. Moody's expects MGM will actively
pursue large integrated resort development projects that would
result in elevated leverage for some time until it completes the
project.
The stable outlook for MGM Resorts International reflects the
continued strong performance of the company's US regional and Las
Vegas operations, with a recovery in Macau operations. The stable
outlook also incorporates the company's good liquidity, with
substantial cash balances and revolver availability.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Rating could be upgraded if the company generates consistent
positive free cash flow, debt-to-EBITDA is sustained below 6.0x,
and the company maintains a balanced financial policy with respect
to shareholder returns, including share repurchases.
MGM's rating could be downgraded if EBITDA declines, liquidity
deteriorates, or the company is unable to sustain debt-to-EBITDA on
an LTM basis below 8x.
MGM Resorts International operates integrated casino resorts across
the US, as well as through the MGM Macau resort and casino and MGM
Cotai, through its 56% controlling interest in MGM China Holdings
Limited. MGM has entered into a long-term triple-net lease
agreement pursuant to which the company leases and operates 16
domestic casino resorts. Consolidated net revenue for the year
ended December 31, 2023 was approximately $16.2 billion.
The principal methodology used in this rating was Gaming published
in June 2021.
MOHAWK DRIVE: Stephen Gray Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 1 appointed Stephen Gray at Gray &
Company, LLC as Subchapter V trustee for Mohawk Drive Corp.
Mr. Gray will be paid an hourly fee of $850 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Gray 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 S. Gray
Gray & Company, LLC
207 Union Wharf
Boston, MA 02109
(617) 875-6404
Email: ssg@grayandcompanyllc.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 bankruptcy counsel.
MOUNTAINSIDE COAL: Ellis & Winters Advises Binderless Coal & BRCPF
------------------------------------------------------------------
The law firm of Ellis & Winters LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Mountainside Coal
Company, Inc., the firm represents the following entities who are
creditors and otherwise interested parties:
* Binderless Coal Briquetting Company PTY Limited ("BCBC") is
a company organized under the laws of New South Wales, Australia,
with an address of Level 7, 167 Eagle Street, Brisbane, Australia
QLD 400.
* BRCPF M&M Mountainside BLKR LLC ("BRCPF") is a Delaware
limited liability company with an address at LP 33 South Six
Street, Suite 4100, Minneapolis, Minnesota 55402.
The Creditors hold prepetition liens on certain real and personal
property of the Debtor pursuant to various loan documents. Prior to
the date of this bankruptcy, BRCPF (1) instituted a lawsuit
against, among others, the Debtor and Triple 7 complaining of
certain defaults in the loan documents, (2) requested foreclosure
on certain real property, and (3) requested the appointment of a
receiver over the Debtor. BCBC responded in support of the request
to appoint a receiver. The exact nature and amount of each
disclosable economic interest held in relation to the Debtor as of
the date of this Statement has not been determined.
On or about March 18, 2024, the Creditors retained Ellis & Winters
LLP to represent them in this Bankruptcy Case.
Ellis & Winters LLP's representation of the Creditors is not
prohibited by applicable North Carolina law, does not involve the
assertion of a claim by any individual Creditor against any other
Creditor, and Ellis & Winters LLP reasonably believes that it can,
and will be able to, provide competent and diligent representation
to the Creditors.
Ellis & Winters LLP does not hold, and did not hold at the time of
engagement, any claims against, or interest in, the Debtor. Ellis &
Winters LLP only represents the Creditors in this Bankruptcy Case
and Triple 7's bankruptcy case, and they are the only creditors or
parties-in-interest in the Bankruptcy Case for which Ellis &
Winters LLP is required to file any statement or disclosure
pursuant to Fed. R. Bankr. P. 2019.
Counsel for the Creditors:
Ellis & Winters LLP
Charles N. Anderson, Jr., Esq.
Dale Clemons, Esq.
P.O. Box 33550
Raleigh, North Carolina 27636
Telephone: (919) 865-7000
Facsimile: (919) 865-7010
Email: chuck.anderson@elliswinters.com
dale.clemons@elliswinters.com
About Mountainside Coal Company
Mountainside Coal Company, Inc., sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50161) on
March 1, 2024, with $10,000,001 to $50 million in assets and
liabilities.
NASHVILLE SENIOR: PCO Report Raises Concern Over Low Staffing
-------------------------------------------------------------
Jackie DeGenova, the court-appointed patient care ombudsman, filed
her report concerning the quality of care provided to the residents
of Nashville Senior Care, LLC and its affiliates.
A certified long-term care ombudsman has visited the Friendship
Village Dayton Nursing Home approximately biweekly since the
appointment as PCO.
The PCO noted that recent complaints received in the nursing
facility include access to information and records, personal
property, long wait times for call light requests, and medications.
Recent concerns indicate issues with low staffing or training
needs. Recent complaints received for the residential care facility
include involuntary discharge, personal property, billing and
charges.
The PCO observed that concerns remain historically consistent at
Hyde Park Health Center and Gardens of Oakley Residential Care
Facility. Ombudsmen recently received and verified two complaints
at the Garden of Oakley residential care facility, including
hygiene preferences and housekeeping concerns.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=MJurB9 from Stretto, Inc., claims agent.
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Terri Cantrell is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NEW HOME: Moody's Rates New $325MM Senior Unsecured Notes 'B2'
--------------------------------------------------------------
Moody's Ratings assigned a B2 rating to The New Home Company Inc.'s
proposed $325 million senior unsecured notes. New Home's B2
corporate family rating and other ratings and stable outlook remain
unchanged.
Proceeds from the new notes will be used to refinance the company's
$230 million 8.25% senior unsecured notes due 2027, as well as pay
down the outstanding balance on the company's revolver and for
general corporate purposes. As a result of the new notes, pro forma
adjusted debt to capitalization will increase to about 51% from
43%, as of December 31, 2023.
"Despite the increase in leverage, debt-to-book capitalization is
expected to decline below 50% by September 30, 2024, which is in
line with Moody's forecasts," says Griselda Bisono, Moody's Vice
President-Senior Analyst. "The expected leverage decline considers
a combination of net income growth and equity support from New
Home's sponsor, Apollo. The transaction also provides some debt
maturity extension, which enhances the company's financial
flexibility," added Bisono.
RATINGS RATIONALE
New Home's B2 CFR continues to reflect its conservative land supply
strategy and focus on the construction of more affordable homes,
offset by small size and scale and relatively thin net worth
position. The rating also factors in the company's geographic
concentration in the state of California, although that exposure is
declining through targeted growth in newer markets. Finally, the B2
rating reflects industry cost pressures, including land, labor and
materials that could negatively impact gross margin, as well as the
cyclical nature of the homebuilding industry that could lead to
protracted revenue declines.
New Home's proposed and existing senior notes are unsecured and the
creditors have the same priority of claim as New Home's unsecured
revolving credit facility. The B2 rating assigned to the senior
unsecured notes, at the same level with the CFR, reflects that this
class of debt represents the preponderance of debt in the capital
structure.
Moody's expects New Home to maintain adequate liquidity over the
next 12 to 18 months, which considers higher capital needs due to
increased land investment to support growth. As a result, Moody's
expects free cash flow will be negative in both fiscal 2024 and
2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded should New Home increase its scale
and geographic diversification while maintaining conservative
credit metrics, including homebuilding debt to book capitalization
below 50% and EBIT to interest coverage maintained above 3.0x. A
ratings upgrade would also reflects maintenance of positive
industry conditions, good liquidity and sustained positive free
cash flow to fund growth.
The ratings could be downgraded if debt to book capitalization
approaches 60%, EBIT to interest coverage declines below 2.0x, or
if the company's liquidity were to weaken. Also, a downgrade could
result from weakening industry conditions causing meaningful
declines in revenue and gross margin.
The principal methodology used in this rating was Homebuilding and
Property Development published in October 2022.
NOVABAY PHARMACEUTICALS: Closes Sale of DERMAdoctor for $1.1M
-------------------------------------------------------------
NovaBay Pharmaceuticals, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on March 25, 2024, it
completed the sale of its wholly-owned subsidiary, DERMAdoctor,
LLC, a Missouri limited liability company, that develops,
manufactures, markets, brands, distributes and sells a variety of
skincare products.
The DERMAdoctor Sale Transaction was consummated pursuant to a
Membership Unit Purchase Agreement, dated as of March 12, 2024, by
and among: (i) New Age Investments LLC, a Florida limited liability
company (the "Buyer"); (ii) DERMAdoctor; and (iii) the Company.
Pursuant to the Purchase Agreement, the Company sold 100% of the
membership units of DERMAdoctor to Buyer for a closing purchase
price of $1,070,000, as adjusted for the payment of certain
outstanding DERMAdoctor indebtedness and transaction expenses.
The closing of the DERMAdoctor Sale Transaction was subject to
certain conditions, which included the Company obtaining the
consent of the holders of the Company's Original Discount Senior
Secured Convertible Debentures due Nov. 1, 2024, to (i) amend the
Security Agreement, dated April 27, 2023, to remove the Membership
Units and any assets of DERMAdoctor as collateral for the Company's
obligations pursuant to the Secured Convertible Notes and for
DERMAdoctor to be removed as a party to the Security Agreement and
(ii) terminate the Subsidiary Guarantee, dated April 27, 2023,
which DERMAdoctor entered into in connection with the issuance of
the Secured Convertible Notes.
On March 24, 2024, the Company and the Secured Parties entered into
a First Amendment to the Security Agreement to effect the Security
Agreement Amendment, and a Consent and Release to effect the
Subsidiary Guarantee Termination. As consideration for the Secured
Parties executing and delivering the First Amendment and the
Subsidiary Guarantee Consent, which will reduce the collateral
available to secure the obligations under the Secured Convertible
Notes, the Company provided each Secured Party the option, at the
Secured Party's election, to receive upon the closing of the
DERMAdoctor Sale Transaction either: (i) a new Series D warrant to
purchase shares of the Company's common stock, par value $0.01 per
share, or (ii) a new unsecured convertible note convertible into
shares of Common Stock. Based on the Secured Parties' elections
and as a result of the closing of the DERMAdoctor Sale Transaction,
the Company issued: (A) a Series D Warrant to a Secured Party that
is exercisable for an aggregate of 1,000,000 shares of Common Stock
and (B) New Notes to four Secured Parties that have an aggregate
principal amount of $525,000 or will be convertible into an
aggregate of 3,750,000 shares of Common Stock. Additional
information regarding the First Amendment, the Subsidiary Guarantee
Consent, the New Notes and the Series D Warrant is included in the
Current Report on Form 8-K filed by the Company with the Commission
on March 25, 2024.
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- develops and sells scientifically
created and clinically proven eyecare and skincare products. The
Company's leading product, Avenova Antimicrobial Lid and Lash
Solution, or Avenova Spray, is proven in laboratory testing to have
broad antimicrobial properties as it removes foreign material
including microorganisms and debris from the skin around the eye,
including the eyelid.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 26, 2024, citing that the
Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern.
NOVABAY PHARMACEUTICALS: Incurs $9.6 Million Net Loss in 2023
-------------------------------------------------------------
Novabay Pharmaceuticals, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $9.64 million on $14.73 million of net total sales for the
year ended Dec. 31, 2023, compared to a net loss of $10.61 million
on $14.40 million of net total sales for the year ended Dec. 31,
2022.
As of Dec. 31, 2023, the Company had $9.03 million in total assets,
$5.72 million in total liabilities, and $3.31 million in total
stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 26, 2024, citing that the
Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern.
"Based primarily on the funds available on December 31, 2023, the
Company believes that the Company's existing cash and cash
equivalents and cash flows generated from product sales will be
sufficient to fund its existing operations, meet its planned
operating expenses and to meet the Monthly Redemption of the
Secured Convertible Notes into at least the third quarter of 2024.
The Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern. Additionally, changing circumstances
may cause the Company to expend cash significantly faster than
currently anticipated, and the Company may need to spend more cash
than currently expected because of circumstances beyond its control
that impact the broader economy such as periods of inflation,
supply chain issues, global pandemics and international conflicts
(e.g., the conflicts between Israel and Hamas, Russia and Ukraine,
and China and Taiwan)," Novabay said in the Report.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001389545/000143774924009417/nby20231231_10k.htm
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- develops and sells scientifically
created and clinically proven eyecare and skincare products. The
Company's leading product, Avenova Antimicrobial Lid and Lash
Solution, or Avenova Spray, is proven in laboratory testing to have
broad antimicrobial properties as it removes foreign material
including microorganisms and debris from the skin around the eye,
including the eyelid.
NOVELIS INC: Moody's Affirms 'Ba2' CFR, Outlook Stable
------------------------------------------------------
Moody's Ratings affirmed Novelis Inc.'s (Novelis) corporate family
rating of Ba2, Probability of Default Rating of Ba2-PD and the Ba3
ratings of backed senior unsecured notes of Novelis Corporation and
Novelis Sheet Ingot GmbH. The speculative grade liquidity rating
was downgraded to SGL-2 from SGL-1. The outlooks are stable.
RATINGS RATIONALE
The Ba2 CFR affirmation reflects the company's large scale and
significant market position in a number of end markets including
can packaging where it enjoys a leading market share. The CFR also
considers the company's broad geographic footprint with operations
in North and South America, Europe and Asia. The rating also
factors in the company's ability to generate significant operating
cash flow and expectations that the recently completed and
commissioning projects could support meaningful growth in earnings
and cash flows in the next 2-3 years.
At the same time, the rating incorporates a certain degree of
inherent industry and business volatility. As such, there is a
healthy cushion in the company's credit metrics that have, overall,
been strong for the Ba2 rating. However, a significant increase in
the capex estimate for the Bay Minette project, which might require
Novelis to raise new debt and lead to highly negative free cash
flow in FY2025-27, will likely erase this cushion. Therefore, any
potential subsequent increase in capex, higher borrowings, weaker
liquidity or slower earnings growth than projected currently by
Moody's, could lead to the change in the outlook to negative or the
downgrade of the ratings.
Novelis has recently updated the estimated capital cost to build
the new greenfield rolling and recycling plant in Bay Minette,
Alabama with the initial capacity of 600kt to $4.1 billion,
including contingency, from $2.5 billion originally. The project
completion timeline has also been extended to the second half of
calendar year 2026 (FY2027) from FY2026 previously. According to
the company, with a high level of project engineering complete and
all key equipment and the majority of materials contracted,
management is confident that the project will be completed within
the new parameters.
Novelis' performance improved in third fiscal quarter (December
2023) of FY2024 after the challenging FY2023 and H1 FY2024, which
were impacted by destocking in customer inventories, weaker demand
for specialty segment products, lower scrap spreads and
inflationary headwinds. Despite lower revenues as aluminum prices
declined, FQ3 operating margins improved and EBITDA increased
y-o-y, driven by lower operating costs, the price pass-throughs and
modestly higher volumes supported by higher beverage packaging and
automotive shipments. In the LTM ended December 21, 2023, Novelis
generated about $1.72 billion in Moody's-adjusted EBITDA, and with
modestly lower gross debt, leverage improved incrementally to 3.5x
from 3.6x in FY2023. Free cash flow in the LTM was slightly
positive, as increased capex effectively absorbed higher cash flow
from operations.
Moody's estimate that Novelis will generate about $2 billion in
Moody's-adjusted EBITDA in FY2025 and $2.2 billion in FY2025,
benefitting from the recently completed projects, projects
commissioning in FY2025, the ongoing recovery in auto build rates
and moderately higher demand for can sheet as the inventory
destocking abates and reverses into growth. Moody's also expect
Novelis to be free cash flow negative in the next 2 years due to
higher growth capex spending. Moody's anticipate that Novelis will
need to borrow more than $1 billion in FY2025-26 to help fund its
growth capex and to maintain the adequate cash levels on the
balance sheet. Under this base case scenario, and considering the
projected earnings growth, Moody's-adjusted Debt/EBITDA, will
remain effectively unchanged at 3.3-3.4x x by the end of FY2025,
which is commensurate with a Ba2 credit rating. However, Novelis
has a substantial amount of factored trade receivables outstanding,
which the company stopped disclosing in FY2023. Despite the lack of
disclosures, Moody's considers these arrangements to be debt like.
The stable outlook assumes that capex spending, the earnings and
cash flow growth will be in line with Moody's expectations, that
Novelis will maintain its good liquidity throughout the Bay Minette
construction phase and that its credit metrics will remain
commensurate with a Ba2 CFR or better.
Novelis has a good liquidity position (SGL-2) supported by its $787
million cash position as of December 31, 2023, and $1.2 billion
available under the $2 billion senior secured asset-based revolving
credit facility (ABL) maturing in August 2027 (unrated), which is
subject to certain springing requirements concerning timing of
repayment of the term loan and other debt facilities. The ABL is
secured by accounts receivable and inventory. At any time, the
availability under the ABL is less than the greater of (a) $150
million and (b) 10% of the lesser of the facility commitment or the
borrowing base, the company will be required to maintain a minimum
fixed charge coverage of at least 1.25x. Availability is viewed as
remaining sufficient such that this will not be tested.
The company's secured term loan facilities (unrated) have a
covenant restricting senior secured net leverage to no more than
3.5:1. The company's closest material debt maturity is its senior
secured $750 million incremental term loan maturing due in 2026.
The term loan facilities have a covenant restricting senior secured
net leverage to no more than 3.5x and interest coverage ratio
covenant of at least 2x, Moody's expect the company to remain in
full compliance with these covenants. In addition, the company has
short-term credit facilities in Korea, Brazil and China to support
operations in these countries.
The Ba3 rating on the senior unsecured notes reflects their
effective subordination to the significant amount of secured debt
under the term loans, the ABL and priority payables. The notes have
a downstream guarantee from Novelis Inc. and are guaranteed by all
of Novelis' existing and future US restricted subsidiaries, certain
existing Canadian and other non-US foreign restricted
subsidiaries.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade of Novelis Inc.'s credit ratings
if the company completes the development of the Bay Minette project
as planned. Quantitatively, an upgrade would be considered of
leverage (adjusted debt/EBITDA) improves to and is sustained below
3x, adjusted EBIT margin is sustained above 8%,
(CFO-Dividends)/Debt is sustained above 30% and free cash remains
positive on a sustained basis.
Novelis' ratings could be downgraded if liquidity, measured as cash
plus ABL availability, evidences a material deterioration, if
company makes substantial debt-financed acquisitions, materially
increases its capex spending or if shareholder returns meaningfully
exceed the capital allocation framework targets established by
Hindalco Industries Limited, the ultimate parent company of Novelis
Inc. Expectations of significant production rate cuts by the
company or its customers, or an extended slump in the end-markets
served could lead to negative pressure on the ratings.
Quantitatively, ratings could be downgraded if the adjusted EBIT
margin is expected to be sustained below 5% or (Cash flow from
operations less dividends)/debt is sustained below 15% and
leverage, measured as debt/EBITDA ratio, is expected to be
sustained above 4x.
Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products. The company operates through
four regional segments, North America, Europe, Asia and South
America. While Novelis sells into a number of end markets, the
company generates about 50% of sales in the can sheet market,
although sales to the automotive market are increasing as a
percentage of sales. Novelis generated approximately $16.5 billion
in revenues for the twelve months ended December 31, 2023. Novelis
is ultimately 100% owned by Hindalco Industries Limited (unrated)
domiciled in India.
The principal methodology used in these ratings was Steel published
in November 2021.
PANGEA ORGANICS: Unsecureds Have 2 Options in Plan
--------------------------------------------------
Pangea Organics, Inc., filed with the U.S. Bankruptcy Court for the
District of Colorado a Plan of Reorganization dated March 18,
2024.
The Debtor is a Delaware corporation headquartered in Boulder,
Colorado and engaged in business as a producer and seller of
organic skincare and body products.
The Debtor was formed in 2016 by Joshua Onysko with the goal of
producing high quality skincare and body products that are
ethically sourced using plant-based formulas. The company grew
quickly, focusing on both direct to consumer markets and placement
in retail stores.
The Debtor saw its sales continue to climb month over month, but
its growth strategy remained inhibited by the accrued debt of the
company and the ongoing burdens on its cash flow. As a result of
the ongoing financial difficulties, the Debtor filed its voluntary
petition for relief pursuant to Chapter 11, Subchapter V of the
Bankruptcy Code on December 18, 2023.
Class 5 consists of those unsecured creditors of the Debtor. Class
5 creditors shall have the option to elect to receive either: 5% of
their allowed claims paid in accordance with this Plan or to
convert their claims into equity. All elections shall be made at
the time of voting to accept or reject the Plan of Reorganization.
If creditors do not make an election, the shall be deemed to
elected conversion of their respective claims to equity;
Conversion of Debt to Equity:
* On the Effective Date of the Plan, Class 5 Claimants
electing for conversion of their debt to equity or who do not make
any election at the time of submitting a ballot for the Plan shall
receive a pro rata distribution of New Common Stock in full
satisfaction of their Class 5 Claim;
* In the event of an Objection to a Class 5 Claim that is
converting to equity, the Debtor shall reserve sufficient shares to
provide a full pro rata distribution to the creditor holding the
disputed claim. Following a determination as to the allowance of
disallowance of the disputed claim, the Debtor shall distribute the
reserved shares based on a new calculation of allowed converting
claims;
Payment of Claim:
* The Debtor shall pay creditors electing to receive payment
on account of their claim an equivalent of 5% of their allowed
claims over a period of five years;
* Beginning the on the one-year anniversary of the Effective
Date of the Plan, the Debtor shall make a total of 15 quarterly
payments to electing Class 5 Claimants until electing Class 5
Claimants receive 5% of their total allowed claims;
* In addition to the amounts set forth, electing Class 5
creditors shall receive 50% of the amounts recovered for claims
arising under Chapter 5 after payment of attorney fees, cost of
litigation, and cost of recovery; and
* If Class 5 Creditors do not make a selection at the time of
voting on the Plan, Creditors shall be deemed to have accepted
equity in full satisfaction of their allowed claims, and shall
forgo the right to any further payment or distribution under the
Plan.
Class 6 is comprised of the holders of the preferred shares
existing as of the Petition Date. Class 6 is impaired by the Plan.
On the Effective Date of the Plan, Class 6 interest holders shall
retain all interests held on the Petition Date subject to the
dilution of such shares as contemplated by this Plan.
Class 7 is comprised of the holders of common shares existing as of
the Petition Date. Class 7 is impaired by the Plan. On the
Effective Date of the Plan, Class 7 interest holders shall retain
all interests held on the Petition Date subject to the dilution of
such shares as contemplated by this Plan.
The Debtor's Plan is feasible based upon the Debtor's prepared
projections which reflect a conservative prediction of the Debtor's
operations during the term of the Plan. As evidenced by the
projections, the Debtor anticipates that its income will be
positive each year of the Plan, and will generate sufficient
revenue to meet its obligations under the Plan.
A full-text copy of the Plan of Reorganization dated March 18, 2024
is available at https://urlcurt.com/u?l=uUUV4C from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2910
Email: klr@kutnerlaw.com
About Pangea Organics
Pangea Organics, Inc. offers a selection of skincare and bodycare
products. Pangea claims that its all-new skincare collection
harnesses the highest concentration of nature-rich ingredients
combined with clinically-proven actives for the most effective
products, from soil to skin.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-15826) on December 18,
2023. In the petition signed by Joshua Onysko, chief executive
officer, the Debtor disclosed up to $100,000 in assets and up to
$10 million in liabilities.
Judge Michael E. Romero oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
PAVMED INC: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------
PAVmed Inc. disclosed in a Form 10-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that Marcum LLP, the Company's auditor since
2019, expressed that there is substantial doubt about the Company's
ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 25, 2024, New York, NY-based Marcum LLP said, "The
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."
The Company has financed its operations principally through public
and private issuances of its common stock, preferred stock, common
stock purchase warrants, and debt. The Company is subject to all of
the risks and uncertainties typically faced by medical device and
diagnostic companies that devote substantially all of their efforts
to the commercialization of their initial product and services and
ongoing research and development activities and conducting clinical
trials. The Company generated $2.5 million of revenues for the year
ended December 31, 2023, however the Company does not expect to
generate positive cash flows from operating activities in the near
future.
The Company incurred a net loss attributable to PAVmed Inc. common
stockholders of approximately $66.3 million and had net cash flows
used in operating activities of approximately $52.0 million for the
year ended December 31, 2023. As of December 31, 2023, the Company
had negative working capital of approximately $29.7 million, with
such working capital inclusive of the Senior Secured Convertible
Notes classified as a current liability of an aggregate of
approximately $44.2 million and approximately $19.6 million of
cash.
As of December 31, 2023, the Company had $33.1 million in total
assets, $57.1 million in total liabilities, and $24 million in
total stockholders' deficit.
The Company's ability to continue operations beyond March 2025,
will depend upon generating substantial revenue that is conditioned
upon obtaining positive third-party reimbursement coverage for its
EsoGuard Esophageal DNA Test from both government and private
health insurance providers, increasing revenue through contracting
directly with self-insured employers, and on its ability to raise
additional capital through various potential sources including
equity and/or debt financings or refinancing existing debt
obligations. These factors raise substantial doubt about the
Company's ability to continue as a going concern within the next 12
months.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/bdfjc83c
About PAVmed Inc.
New York, NY-based PAVmed Inc. is structured to be a multi-product
life sciences company organized to advance a pipeline of innovative
healthcare technologies. Led by a team of highly skilled personnel
with a track record of bringing innovative products to market,
PAVmed is focused on innovating, developing, acquiring, and
commercializing novel products that target unmet needs with large
addressable market opportunities.
PHINIA INC: Moody's Rates New Senior Secured Notes 'Ba1'
--------------------------------------------------------
Moody's Ratings assigned a Ba1 rating to the new senior secured
notes of PHINIA Inc. The Ba1 corporate family rating, the Ba1-PD
probability of default rating and the Ba1 senior secured ratings on
the term loan A, term loan B and revolving credit facility are
unchanged. The outlook is stable.
PHINIA intends to use the proceeds from the notes offering to repay
the outstanding senior secured term loan B in a largely
debt-neutral transaction.
RATINGS RATIONALE
PHINIA's ratings reflect a strong market position in gasoline
direct injection technologies with products that help original
equipment manufacturers (OEM) optimize performance, increase fuel
efficiency and reduce emissions in combustion and hybrid propulsion
vehicles. The light vehicle industry's transition to full
electrification continues, however the pace has eased more
recently, further supporting PHINIA's product offerings.
Additionally, commercial vehicle/off-highway end markets present
growth opportunities with these vehicles slower to adopt
electrification due to the size and irregular activities of the
equipment. PHINIA's higher margin aftermarket segment benefits
from a large and growing, global used car population providing
stability to revenue and earnings.
The credit profile is supported by strong margins from
high-value-add products manufactured in lower cost locales, good
geographic and customer and end market diversity, and resilient
revenue provided by the vehicle aftermarket segment. Moody's
expects annual organic revenue growth of at least 2%, an EBITA
margin around 10% and annual free cash flow near $150 million.
Moody's also anticipates debt-to-EBITDA to remain below 2.5x even
with occasional bolt-on acquisitions.
The stable outlook reflects PHINIA's position as a leading supplier
of fuel injection technologies and key aftermarket products
supporting solid top-line growth at least through the intermediate
term. Modestly increasing light vehicle production, a large,
global used car populaton and growing momentum for hybrid
propulsion and alternative fuels should provide opportunities to
steadily increase margins and cash flow despite concerns around new
vehicle affordability and elevated interest rates.
PHINIA's SGL-2 Speculative Grade Liquidity Rating is supported by
Moody's expectations for a sustained cash position of at least $300
million and annual free cash flow approaching $150 million.
Additional liquidity is provided by a largely available $500
million revolving credit facility ($425 million available at
December 31, 2023) set to expire July 2028. The revolving credit
facility and term loan A have financial maintenance covenants
consisting of a maximum net leverage ratio and a minimum interest
coverage ratio. Moody's expects the company to maintain ample
headroom in complying with these requirements over the next 12-18
months. The term loan B does not have any financial maintenance
covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded with debt-to-EBITDA trending towards
2x, an EBITA margin comfortably in excess of 10% and free cash
flow-to-debt in the low double-digit range. Movement to a debt
capital structure that ensures maximum flexibility would also be
necessary for an upgrade. Acceleration in new business awards for
alternative fuels and a path towards near-to-intermediate term
profitability on these platforms could also result in positive
rating action.
The ratings could be downgraded due to an inability to generate at
least low-single-digit organic revenue growth given electric
vehicle production targets or indications of an aggressive
financial policy such as large, debt financed acquisitions versus
bolt-on additions. An EBITA margin sustained below 9%,
debt-to-EBITDA approaching 3x, EBITA-to-interest falling below 3.5x
or deteriorating liquidity, including increased reliance on the
revolving credit facility, could also lead to negative rating
action.
The principal methodology used in this rating was Automotive
Suppliers published in May 2021.
PHINIA Inc., through its Fuel Systems and Aftermarket segments, is
a global provider of combustion and hybrid propulsion technologies
for OEMs and aftermarket customers in the light, commercial and
industrial vehicle markets. Competitive strengths stem from a
portfolio of advanced technologies that reduce emissions and
improve fuel economy, a history of proven innovation and strong
customer relationships. Revenue for the year ended December 31,
2023 was $3.5 billion.
POTTERS BORROWER: Moody's Rates $100MM Upsized 1st Lien Revolver B2
-------------------------------------------------------------------
Moody's Ratings has assigned B2 ratings to Potters Borrower, LP's
$100 million upsized senior secured first lien revolving credit
facility. At the same time, Moody's has affirmed Potters' B2
Corporate Family Rating, B2-PD Probability of Default Rating and B2
rating on the $500 million senior secured first lien term loan,
including the $110 million incremental amount, due December 2027.
The B2 rating on the existing $75 million revolver will be
withdrawn at close. The outlook is stable.
Potters' rating affirmation is supported by the company's earnings
growth, free cash flow generation as well as growth potential from
investment in glass microspheres used in road markings and
industrial applications, although the announced shareholder
distribution and large capital expenditure will bring debt leverage
closer to the 6.0x downgrade trigger for its B2 CFR.
RATINGS RATIONALE
Moody's expects Potters' adjusted debt leverage to increase to
high-5x from high-4x after raising $110 million to its existing
term loan. The proceeds will be used for $80 million dividend
distribution and the rest for capital expenditure, including a
direct melt beads production facility and two bolt-on
acquisitions.
The significant shareholder distributions, including $40 million in
2022 and $80 million in 2024, underpin Potters' aggressive
financial policy under its private equity ownership. Moody's expect
Potters will continue to use its free cash flow for shareholders
distributions and keep its debt leverage elevated.
Business investments should help improve its earnings and keep
leverage below 6.0x over time. Potters is expanding its production
capacity of direct melt beads, which are currently in short supply
given the enhanced reflectivity requirements in roadways in a
number of states. Increasing demand for wider road markings,
brighter lines, demand for recyclable materials continue to support
business visibility of glass microspheres. Adding to the earnings
in the coming years will be two bolt-on acquisitions, one in the
traffic safety business and the other reselling its products
tailored into the energy sector.
The company slightly improved its earnings in 2023, thanks to solid
demand in North America, lower energy and freight costs, partly
offset by weakness in Europe and the impact of lower sales volumes.
Improved tax revenues helped state and local government to fund
road infrastructure budgets which helped the company grow its
earnings in the last three years.
The rating affirmation also reflects Potters' leading positions in
the global glass microsphere market in North America, Europe and
Latin America and number two in Asia-Pacific used in transportation
safety and performance materials, where it holds number one or two
positions in a variety of industry segments such as polymer
additives, conductives and metal finishing. The rating also
reflects relatively stable sales volumes, particularly in
transportation safety, where volumes have held up despite some
weakness in Europe, attractive EBITDA margins historically
averaging around 20%. The rating further considers Potters'
extensive global production network with 30 facilities worldwide
that serve a diverse customer base with long-term customer
relationships.
The rating is constrained by its limited scale and product
diversity with earnings concentrated primarily in glass
microspheres. The rating is further tempered by the overall modest
growth in Transportation Safety, where spending tends to grow
between 1-2% on average. The company's Performance Materials
business has exposure to several end markets, including general
industrial, home construction and repair/remodel, that are likely
to remain negatively impacted by weaker economic growth and is a
limiting factor to the rating. Private equity ownership is another
consideration incorporated in the rating profile.
LIQUIDITY
Moody's expects Potters to have adequate liquidity over the next 12
months with available cash on the balance sheet of approximately
$30 million after incremental debt issuance and substantial
availability under its upsized $100 million revolving credit
facility, which had zero outstanding as of December 31, 2023. Free
cash flow will turn negative given the large capital expenditure in
2024, but should return to positive in 2025 when capex normalizes.
The revolving credit facility due September 2027 has a springing
maximum first lien net leverage ratio of 8.85x that will be tested
when the revolver is more than 40% drawn at the end of the quarter.
Moody's does not expect the covenant to be triggered over the next
12 months.
STRUCTURAL CONSIDERATIONS
The B2 rating for the first lien credit facilities are in line with
the B2 CFR reflecting the preponderance of first lien debt in the
capital structure with no second lien debt to absorb losses. The
credit facilities have a first lien security interest on
substantially all the assets of the company and guarantors. The
first lien term loan does not contain financial maintenance
covenants.
The stable rating outlook reflects Moody's expectation that Potters
will improve earnings and generate free cash flow after making
large investments in 2024 and its debt leverage will stay below
6.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade if financial leverage, including
Moody's standard adjustments, is sustained below 4.0x, the
company's size increases to over $500 million in revenue, product
or end market diversity improves materially providing the potential
for greater organic growth, free cash flow growth remain positive
and the private equity sponsor is supportive of maintaining
leverage below 4.0x on a sustained basis.
The ratings could be downgraded if leverage is above 6.0x and free
cash flow is negative for a sustained period, or if there is a
significant deterioration in liquidity, a large debt-financed
acquisition or dividend.
Potters Borrower, LP is a leading provider of glass spheres for
highway and safety markings and engineered glass materials used in
a variety of end use applications. The company operates in two
segments: Transportation Safety and Performance Materials, which
represented 64% and 36% of FY2023 sales, respectively. Potters
generated approximately $443 million in revenue for the twelve
months ending December 31, 2023.
The principal methodology used in these ratings was Chemicals
published in October 2023.
PREMIER GLASS: Non-insider Unsecureds Will Get 29% over 5 Years
---------------------------------------------------------------
Premier Glass Services, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware a Plan of Reorganization dated March
18, 2024.
The Debtor is a full-service union glazing subcontractor whose
operational focus is to install or repair functional structures of
glass and metal.
This Bankruptcy Case is the culmination of more than 5 years of
growing turmoil at De La Cruz's former employer, Christopher Glass,
and his disagreement with its principal, Abraham Asllani, on the
direction of the company and treatment of indispensable employees.
Through the Plan, the Debtor proposes to continue operating its
business and, in accordance with the Plan, make Distributions to
its creditors from cash-on-hand, outstanding accounts receivable,
future operating revenue, and the Capital Contribution. The Plan
provides for three classes of claims and one class of interests.
The first class consists of the unsecured claims of trade
creditors, which the Debtor proposes to pay in full, including any
statutory interest, utilizing the Capital Contribution on the
Effective Date. The second class of claims consists of all other
non-insider unsecured claims, consisting of the D&B Claim and
disputed Christopher Glass Claim, which the Debtor proposes to pay
pro rata as early as January 1, 2025, pursuant to the Early Payment
Options, and no later than over a 5-year period based on the
Debtor's disposable income. The third class of claims consists of
the insider Loans.
The Class 3 Claims will not receive a distribution under the Plan.
The sole class of interests consists of the existing equity
interests in the Debtor. The Plan proposes to allow interest
holders to retain their equity interests and, upon confirmation of
the Plan, retain such Allowed Interests in the Reorganized Debtor.
Class 1 consists of the Allowed Unsecured Claims of Trade
Creditors. The Class 1 Allowed Unsecured Claims of Trade Creditors
will receive, in full satisfaction of the Claims, payment in full
on the Effective Date.
Class 2 consists of all other noninsider general unsecured claims
not in Class 1. Class 2 shall consist of the D&B Claim and
Christopher Glass Claim. The Class 2 claimants shall be paid, at
the election of the Class 2 claimants, the Early Payment Options or
payments of all disposable income over a five-year period, not to
exceed $700,000.
The Debtor's value is comprised solely of the efforts of De La Cruz
and services provided to its customers through a dedicated referral
base. The liquidation analysis demonstrates that if the Bankruptcy
Case was converted to a case under Chapter 7 of the Bankruptcy
Code, the Class 2 general unsecured claimants would receive a
distribution of approximately 15% compared with a distribution of
29% through the Plan.
The Debtor's Plan proposes to pay Class 1 in full and Class 2 its
available disposable income, not to exceed $700,000, over a
five-year period, for a 29% distribution, with the following Early
Payment Options: (a) $500,000 as early as January 1, 2025; (b)
$550,000 as early as January 1, 2026; or (c) $600,000 as early as
January 1, 2027.
The Early Payment Options are in lieu and in place of the Debtor's
available disposable income, not to exceed $700,000, over a
five-year period. In the event the voting Class 2 Creditors reject
or evenly divide the vote on the Early Payment Options, the Class 2
Creditors shall be deemed to have rejected the Early Payment
Options and shall receive the Debtor's available disposable income,
not to exceed $700,000, over a five-year period.
All Interest Holders will retain their ownership Interest in the
Debtor and, upon confirmation of the Plan, such ownership interests
shall become Allowed Interests in the Reorganized Debtor.
The Plan will be funded with cash on hand, future operating
revenue, outstanding accounts receivable, the Capital Contribution,
and possible new equity investors. The Plan is feasible, pursuant
to Section 1129(a)(11) of the Bankruptcy Code, based on the
projected income of the Debtor over the term of the Plan. De La
Cruz will make the Capital Contribution, as necessary, to warrant
the feasibility of the Plan and in exchange for the releases set
forth in the Plan.
A full-text copy of the Plan of Reorganization dated March 18, 2024
is available at https://urlcurt.com/u?l=wmbags from
PacerMonitor.com at no charge.
Counsel for the Debtor:
CLARK HILL PLC
Karen M. Grivner, Esq.
824 N. Market St., Suite 710
Wilmington, DE 19801
Telephone: (302) 250-4750
Email: kgrivner@clarkhill.com
- and -
Kevin H. Morse, Esq.
130 E. Randolph Street, Suite 3900
Chicago, IL 60601
Telephone: (312) 985-5556
Email: kmorse@clarkhill.com
About Premier Glass Services
Premier Glass Services, LLC is a glass repair service in
Bensenville, Ill.
The Debtor filed a Chapter 11 petition (Bankr. D. Del. Case No.
24-10264) on Feb. 16, 2024, with $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. Romeo De La Cruz,
manager, signed the petition.
Judge J. Kate Stickles oversees the case.
Karen M. Grivner, Esq., at Clark Hill, PLC, is the Debtor's legal
counsel.
PRIEST ENTERPRISES: Steven Rayman of CBH Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Steven Rayman, Esq.,
at CBH Attorneys & Counselors, as Subchapter V trustee for Priest
Enterprises, LLC.
Mr. Rayman will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Rayman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Steven L. Rayman, Esq.
CBH Attorneys & Counselors
141 E. Michigan Ave. #301
Kalamazoo, MI 49007
Phone: 269-345-5156
Email: slr@cbhattorneys.com
About Priest Enterprises
Priest Enterprises, LLC offers property maintenance services,
including lawn care, landscaping, and snow removal.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-00677) on March 15,
2024. In the petition signed by Peter R. Priest III, president and
managing member, the Debtor disclosed $400,395 in total assets and
$1,140,036 in total liabilities.
Judge John T. Gregg oversees the case.
Martin L. Rogalski, Esq., at Martin L. Rogalski, P.C., represents
the Debtor as legal counsel.
PYRAMID INVESTMENT: Aaron Cohen Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for Pyramid Investment Management II, LLC.
Mr. Cohen will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Pyramid Investment Management II
Pyramid Investment Management II, LLC primarily engaged in renting
and leasing real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01231) on March 13,
2024, with $500,000 to $1 million in assets and liabilities.
Mahendra Gunapooti, managing member of PTM, LLC, signed the
petition.
Judge Lori V. Vaughan presides over the case.
Christina Vilaboa-Abel, Esq. at Cava Law, LLC represents the Debtor
as bankruptcy counsel.
QUALITY CARE: Court Directs U.S. Trustee to Appoint PCO
-------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York directed the U.S. Trustee for Region 2
to appoint a patient care ombudsman for Quality Care Physical
Therapy, P.C.
The ombudsman shall perform the duties required of a patient care
ombudsman, pursuant to Sections 333(b) and (c) and may apply for
reasonable compensation for actual and necessary services rendered
as well as reimbursement for actual and necessary expenses
incurred, pursuant to Section 330, after application to the court,
notice and court order.
Judge Hershey Lord further ordered that not later than 30 days
after the date of the appointment, and not less frequently than at
60-day intervals thereafter, the Ombudsman shall report to the
Court, after notice to parties-in-interest, at a hearing or in
writing, regarding the quality of patient care provided to patients
of the Debtor.
About Quality Care Physical Therapy
Quality Care Physical Therapy, P.C. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40865)
on February 27, 2024, with up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Nancy Hershey Lord presides over the case.
Brian J. Hufnagel, Esq., at Morrison Tenenbaum, PLLC represents the
Debtor as legal counsel.
R & P LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: R & P Land Company, LLC
d/b/a Consignment World, Inc.
1319 Bessemer Road
Birmingham, AL 35208
Chapter 11 Petition Date: March 27, 2024
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 24-00938
Debtor's Counsel: Robert C. Keller, Esq.
RUSSO, WHITE & KELLER, P.C.
315 Gadsden Highway
Suite D
Birmingham, AL 35235
Tel: (205) 833-2589
Email: rjlawoff@bellsouth.net
Total Assets: $1,910,383
Total Liabilities: $588,990
The petition was signed by Charles P. Sanford as managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3NDYSOY/R__P_Land_Company_LLC__alnbke-24-00938__0001.0.pdf?mcid=tGE4TAMA
REALTY SOLUTIONS: Deborah Caruso Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 10 appointed Deborah Caruso, Esq., at
Rubin & Levin as Subchapter V trustee for Realty Solutions Center,
LLC (RSC).
Ms. Caruso will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Caruso declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Deborah J. Caruso, Esq.
Rubin & Levin
135 N. Pennsylvania St., Suite 1400
Indianapolis, IN 46204
Phone: (317) 860-2928
Email: dcaruso@rubin-levin.net
About Realty Solutions Center
Realty Solutions Center, LLC (RSC) filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
24-01175) on March 14, 2024, with $100,001 to $500,000 in assets
and $1 million to $10 million in liabilities.
Judge James M. Carr presides over the case.
REKOR SYSTEMS: Marcum LLP Raises Going Concern Doubt
----------------------------------------------------
Rekor Systems, Inc. disclosed in a Form 10-K Report filed with the
U.S. Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that Marcum LLP, the Company's auditor since
2019, expressed that there is substantial doubt about the Company's
ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 25, 2024, East Hanover, NJ-based Marcum LLP said, "The
Company has incurred significant losses and may need to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."
According to the Company, it has generated losses and negative
operating cashflows since its inception and has relied on external
sources of financing to support the cash flow from operations.
The Company attributes losses to non-capital expenditures related
to the scaling of existing products and services, development of
new products and services and marketing efforts associated with
these existing and new products and services. As of and for the
year ended December 31, 2023, the Company had working capital from
continuing operations of $8,100,000 and a loss from continuing
operations of $45,685,000, compared to a net loss of $83,115,000
for the same period in 2022.
The Company's cash increased by $13,245,000 for the year ended
December 31, 2023 primarily due to net cash provided by financing
activities of $45,602,000 which was offset by the net cash used in
operating activities of $32,627,000.
As of December 31, 2023, the Company had $92,151,000 in total
assets, $58,781,000 in total liabilities, and $33,370,000 in total
stockholders' equity.
Based on the Company's current business plan assumptions and the
expected cash burn rate, the Company believes that the existing
cash is insufficient to fund its current level of operations for
the next 12 months following the issuance of these consolidated
financial statements. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.
The Company's ability to generate positive operating results and
execute its business strategy will depend on (i) its ability to
continue the growth of its customer base, (ii) its ability to
continue to improve its quarterly financial metrics such as net
loss and cash used from operating activities (iii) the continued
performance of its contractors, subcontractors and vendors, (iv)
its ability to maintain and build good relationships with
investors, lenders and other financial intermediaries, (v) its
ability to maintain timely collections from existing customers, and
(vi) the ability to scale its business processes. To the extent
that events outside of the Company's control have a significant
negative impact on economic and/or market conditions, they could
affect payments from customers, services and supplies from vendors,
its ability to continue to secure and implement new business, raise
capital, and otherwise, depending on the severity of such impact,
materially adversely affect its operating results.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/uxaacwu8
About Rekor Systems Inc.
Columbia, MD-based Rekor Systems, Inc. is a leader in developing
and implementing state-of-the-art roadway intelligence systems
using AI and machine learning. Pioneering the implementation of
digital infrastructure in our communities, Rekor is redefining
infrastructure by collecting, connecting, and organizing the
world's mobility data - laying the foundation for a digital-enabled
operating system for the road.
RENNOVA HEALTH: Extends Expiration of Series B Warrants
-------------------------------------------------------
Rennova Health, Inc. announced that certain Series A, B and C
warrants to purchase approximately 403,788,906,644 shares of common
stock expired on March 21, 2024, and that on March 20, 2024, the
Company and certain institutional warrant holders agreed that, with
regard to Series B Warrants to acquire 101,350,000,000 shares of
common stock, subject to certain terms, the termination date of
such Warrants would be extended from March 21, 2024 to Dec. 31,
2025.
"The expiration of such a large number of warrants significantly
reduces potential dilution to common shareholders," said Seamus
Lagan, CEO of Rennova, "and extending a number of warrants as
agreed, preserves the Company's ability to access additional
capital through warrant exercises if market conditions permit."
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com-- is a
provider of health care services. The Company owns one operating
hospital in Oneida, Tennessee known as Big South Fork Medical
Center, a hospital located in Jamestown, Tennessee that it plans to
reopen, and an alcohol and drug treatment facility and an
office-based treatment facility operated by Myrtle Recovery
Centers, Inc.
Rennova Health reported a net loss available to common stockholders
of $334.17 million for the year ended Dec. 31, 2022, compared to a
net loss available to common stockholders of $500.87 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$20.57 million in total assets, $49.67 million in total
liabilities, and a total stockholders' deficit of $29.09 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 17, 2023, citing that the Company has recognized
recurring losses and negative cash flows from operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
At September 30, 2023, the Company had a working capital deficit
and a stockholders' deficit of $41.5 million and $27.6 million,
respectively. While the Company had net income of $1.5 million for
the nine months ended September 30, 2023, it incurred a net loss of
$0.5 million and $3.3 million for the three months ended September
30, 2023 and the year ended December 31, 2022, respectively. As of
the date of this report, its cash is deficient and payments for its
operations in the ordinary course are not being made. Losses in
prior years and other related factors, including past due accounts
payable and payroll taxes, as well as payment defaults under the
terms of outstanding notes payable and debentures, raise
substantial doubt about the Company's ability to continue as a
going concern for 12 months from the filing date of this report.
RITE AID: Comm. Tap Cushman/Keen-Summit as Real Estate Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors and the Official
Committee of Tort Claimants of Rite Aid Corporation and its
affiliates seek approval from the U.S. Bankruptcy Court for the
District of New Jersey to employ Cushman & Wakefield, Inc. and
Keen-Summit Capital Partners LLC as their real estate advisors.
The Committees sought advisors with considerable experience in
complex restructurings and real estate advisory and business
valuations to:
(i) establish the market value of the Debtors' owned real
estate and leasehold assets;
(ii) provide advisory and/or litigation support services in
connection with the mediation process and with the overall
restructuring process; and
(iii) supplement the work being conducted by other professionals
in an efficient and cost-effective manner.
C&W and Keen will render these services:
(a) Valuation: (i) conduct appraisals of the Debtors' owned
assets in accordance with the relevant market and industry data;
(ii) prepare leasehold valuations of the Debtors' leasehold assets;
and (iii) research relevant market data and factors, including
quantity, quality and geographic comparability as necessary to
prepare appraisal reports;
(b) Advisory: Research property markets and the pharmaceutical
industry, analyze related additional information, assist with
financial modeling, and provide general expert advice as needed;
(c) Litigation Support Services: Perform litigation-related
work as needed, including preparing expert reports and real
property investigations, testifying as consulting or expert
witnesses, reviewing opposing expert's reports, and preparing for
deposition and/or trial, as applicable; and
(d) Perform such other services as may be required or are
otherwise deemed to be in the interest of the Committees in
accordance with the Committees' powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
With respect to the advisors' fixed fees for valuation work, the
firms' fees are structured on a per property basis:
(i) $1,300 per property for desktop appraisals of owned
properties and advisory services for specified leasehold
properties; and
(ii) $2,000 per property for individual appraisal reports for
owned properties or in-depth reports for the leasehold properties,
as applicable.
With respect to hourly fees incurred for advisory services and/or
litigation support services, the firms' fees are structured on a
standard hourly basis, as follows:
C&W's Standard Hourly Rates
Executive Managing Director $850
Executive Director $750
Senior Director $650
Keen's Standard Hourly Rates
Co-President $950
Senior Managing Director $850
Managing Director $750
Vice President $650
Associate $350
As disclosed in the court filings, C&W and Keen asre "disinterested
persons" as that term is defined in section 101(14) of the
Bankruptcy Code, and neither represents nor holds an interest
adverse to the interest of the Committees, the Debtors or their
estates with respect to the matters on which they are to be
employed.
The firms can be reached through:
Harold Bordwin
Keen-Summit Capital Partners LLC
1 Huntington Quadrangle, Suite 2C04
Melville, NY 11747
Phone: (646) 381-9201
Email: hbordwin@keen-summit.com
-- and --
Richard Latella
Cushman & Wakefield
1290 Avenue of the Americas
New York, NY 10104
Office: +1 (212) 841-7675 x337675
Email: Richard.Latella@cushwake.com
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years.
Rite Aid employs more than 6,100 pharmacists and operates more than
2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October
15, 2023. In the petition signed by Jeffrey S. Stein, chief
executive officer and chief restructuring officer, the Debtor
disclosed $7,650,418,000 in total assets and $8,597,866,000 in
total liabilities.
Judge Michael B. Kaplan oversees the case.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
Kramer Levin Naftalis & Frankel LLP, serves as counsel to the
Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP
serves as co-counsel to the Committee.
A Tort Claimants Committee is represented by Akin Gump Strauss
Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl,
Rose & Podolsky, P.A as local counsel.
The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law
Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised
of parents and guardians advocating on behalf of children born with
Neonatal Abstinence Syndrome, and who assert general unsecured
claims on account of the children's fetal opioid exposure.
DLA Piper LLP (US) serves as counsel to Medimpact Healthcare
Systems, Inc., the buyer of the Elixir pharmacy benefits management
business.
Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as
co-counsel to Bank of America, N.A., the administrative agent for
the prepetition first lien lenders and the DIP lenders.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP
represent the Ad Hoc Group of Secured Noteholders. FTI Consulting
and Evercore is serving or served as financial advisors to the
Bondholders.
RYVYL INC: Simon & Edward Raises Going Concern Doubt
----------------------------------------------------
RYVYL, Inc. disclosed in a Form 10-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that Simon & Edward, LLP, the Company's auditor
since 2022, expressed that there is substantial doubt about the
Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 25, 2024, Rowland Heights, CA-based Simon & Edward, LLP
said, "There has been a notable decrease in processing volume
during the first quarter of 2024 subsequently, primarily due to the
transition of the QuickCard product in North America. This
transition has resulted in a significant decline in processing
volume and revenue, consequently affecting the Company's short-term
cash flow for operating activities. The cash flow shortage has
jeopardized its ability to continue as a going concern."
Since February 2024, the Company's North America segment has been
experiencing a significant decline in revenue, which is the direct
result of having to abruptly transition its QuickCard product from
terminal-based to app-based processing. While this decline in
revenue is considered temporary, it has adversely impacted the
Company's liquidity in the short term, within the North America
segment. As a result, management has determined that the Company's
cash and cash equivalents as of December 31, 2023 are not
sufficient to fund the North America segment's operations and
capital needs for the next 12 months from the issuance of this
Report.
As a result of the developments described above, substantial doubt
exists about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is contingent
upon the successful execution of management's intended plan over
the next twelve months to improve the liquidity of its North
America segment, which includes, without limitation:
* acceleration of the Company's business development efforts to
drive volumes in diversified business verticals;
* the implementation of cost control measures to more
effectively manage spending in the North America segment and right
sizing the organization, where appropriate;
* repatriation of offshore profits from the Company's European
subsidiaries, whose continued accelerated growth and generation of
positive cash flow have already provided, and will continue to
provide, an immediate and viable short-term source of capital
during this product transition; and
* a capital raise, which the Company intends to negotiate and
consummate in the immediate term.
For the year ended December 31, 2023, the Company reported a net
loss of $53.1 million, compared to a net loss of $49.2 million for
the same period in 2022.
As of December 31, 2023, the Company has $128.7 million in total
assets, $105.2 million in total liabilities, and $23.5 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/3bn4exvt
About RYVYL, Inc.
San Diego, CA-based RYVYL Inc. together with its subsidiaries is a
financial technology company that develops, markets, and sells
innovative blockchain-based payment solutions, which offer
significant improvements for the payment solutions marketplace. The
Company's core focus is developing and monetizing disruptive
blockchain-based applications, integrated within an end-to-end
suite of financial products, capable of supporting a multitude of
industries. The Company's proprietary, blockchain-based systems are
designed to facilitate, record, and store a limitless volume of
tokenized assets, representing cash or data, on a secured,
immutable blockchain-based ledger.
SADVIPRA LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sadvipra LLC
150 Deodar Ln.
Bradbury, CA 91008
Business Description: Sadvipra LLC 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.: 24-12336
Debtor's Counsel: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: rb@lnbyg.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Josemar Mercado as managing 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/LID6AII/Sadvipra_LLC__cacbke-24-12336__0001.0.pdf?mcid=tGE4TAMA
SHELTERING ARMS: Hires Garfunkel Wild as Bankruptcy Counsel
-----------------------------------------------------------
Sheltering Arms Children and Family Services, Inc. seeks approval
from the U.S. Bankrutpcy Court for the Eastern District of New York
to employ Garfunkel Wild, P.C. as its general bankruptcy counsel.
The firm will render these services:
(a) assist, advise and represent the Debtor in the preparation
and prosecution of its Chapter 11 Case and in its consultations
with the creditors' committee and other parties in interest
regarding the administration of this case;
(b) advise the Debtor with respect to its powers and duties as
a debtor and debtor-in-possession in the continued management and
operation of its business and properties;
(c) advise the Debtor in connection with any contemplated
sales of assets, including negotiating any asset, evaluating any
potential competing offers, drafting appropriate corporate
documents with respect to the proposed sales, and counseling the
Debtor in connection with the closing of any such sales;
(d) advise the Debtor on matters relating to the evaluation of
the assumption or rejection of unexpired leases or executory
contracts;
(e) advise the Debtor with respect to legal and regulatory
issues arising in or relating to the Debtor's ordinary course of
business, including attendance at senior management meetings,
meetings with Debtor's financial and other advisors, and meetings
of the board of directors;
(f) assist, advise and represent the Debtor in any
investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the Debtor's
businesses, and any other matter relevant to this case or to the
formulation of a plan;
(g) prepare on behalf of the Debtor all motions, applications,
answers, orders, report and papers necessary to the administration
of the estate;
(h) assist, advise and represent the Debtor with respect to
the negotiation of a plan of
liquidation and related agreements, and take any actions necessary
to obtain confirmation of the plan, including the collection and
filing with the Bankruptcy Court of any acceptances of a plan;
(i) assist, advise and represent the Debtor in the performance
of all of its duties and powers under the Bankruptcy Code and the
Bankruptcy Rules and in the performance of such other services as
are in the best interests of the Debtor, the creditors and the
estates generally; and
(j) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with this
Chapter 11 Case.
The firm will be paid at these hourly rates:
Adam T. Berkowitz, Esq. Partner Director $650
Michael D. Goldberg, Esq. Senior Attorney $435
Burton S. Weston, Esq. Of Counsel $695
Garfunkel Wild received an evergreen prepetition retainer of
$45,000 in September of 2022, which was ultimately increased to
$150,000 to cover the fees and expenses.
Adam Berkowitz, Esq., a shareholder of Garfunkel Wild, assured the
court that the firm, its members, counsel and associates are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy, and do not hold or represent any interest
adverse to the estate.
The firm can be reached through:
Adam T. Berkowitz, Esq.
Michael Goldberg, Esq.
GARFUNKEL WILD, P.C.
111 Great Neck Road, Suite 600
Great Neck, NY 11021
Tel: (516) 393-2502
Fax: (516) 393-2502
Email: aberkowitz@garfunkelwild.com
About Sheltering Arms
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.
Sheltering Arms Children and Family Services, Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankurptcy
Code (Bankr. E.D.N.Y. Case No. 24-41037) on March 7, 2024, listing
$10 million to $50 million in both assets and liabilities.
Adam T. Berkowitz, Esq. and Michael Goldberg, Esq. at GARFUNKEL
WILD, P.C. represent the Debtor as counsel.
SHELTERING ARMS: Seeks to Hire Wagner Law Group as Special Counsel
------------------------------------------------------------------
Sheltering Arms Children and Family Services, Inc. seeks approval
from the U.S. Bankrutpcy Court for the Eastern District of New York
to employ The Wagner Law Group as special pension and
benefits counsel.
Wagner will be expected to assist, advise and represent the Debtor
in connection with matters related to its pension plans and the
Pension Benefit Guaranty Corporation (PBGC), any claims by the
PBGC, and other employee benefits matters as assigned, and to
perform all other necessary legal services and provide all other
necessary legal advice to the Debtor in connection therewith.
Wagner Law will be paid at these hourly rates:
Attorneys $885 to $1,450
Paralegals $165 to $385
Wagner Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Wagner received a prepetition retainer of $50,000
Harold Ashner, Esq., partner of Wagner Law Group, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Wagner Law can be reached at:
Harold J. Ashner, Esq.
WAGNER LAW GROUP
1015 18th St., N.W., Suite 801
Washington, DC 20036
Telephone: (202) 969-2800
Facsimile: (202) 969-2568
E-mail: hashner@wagnerlawgroup.com
About Sheltering Arms
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.
Sheltering Arms Children and Family Services, Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankurptcy
Code (Bankr. E.D.N.Y. Case No. 24-41037) on March 7, 2024, listing
$10 million to $50 million in both assets and liabilities.
Adam T. Berkowitz, Esq. and Michael Goldberg, Esq. at GARFUNKEL
WILD, P.C. represent the Debtor as counsel.
SIERRA BONITA: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Sierra Bonita Young, LLC
12937 Shasta Drive
Rancho Cucamonga, CA 91739
Chapter 11 Petition Date: March 26, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11501
Judge: Hon. Wayne E. Johnson
Debtor's Counsel: Craig G. Margulies, Esq.
MARGULIES FAITH LLP
16030 Ventura Blvd., Suite 470
Encino, CA 91436
Tel: (818) 705-2777
Fax: (818) 705-3777
Email: Craig@MarguliesFaithLaw.com
Estimated Assets: $1 million to $10 millioin
Estimated Liabilities: $1 million to $10 million
The petition was signed by Caylee M. Young as manager.
The Debtor listed Preferred Bank Attn: John C. Stipanov, Senior VP
18321 Venutura Boulevard Suite 100, Tarzana, CA 91356 as its sole
unsecured creditor holding a claim of $275,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/FVAURQY/Sierra_Bonita_Young_LLC__cacbke-24-11501__0001.0.pdf?mcid=tGE4TAMA
ST MICHAEL'S COLLEDGE: Moody's Lowers Issuer & Bond Ratings to Ba3
------------------------------------------------------------------
Moody's Ratings has downgraded Saint Michael's College's (VT)
issuer and revenue bond ratings to Ba3 from Ba1. For fiscal 2023,
the college recorded total outstanding debt of $56 million. The
bonds were issued through Vermont Educational and Health Buildings
Financing Agency. The outlook has been revised to stable from
negative.
The downgrade reflects ongoing multi-year deficit operations and
deteriorating unrestricted liquidity. A forecast deficit for fiscal
2024 will drive additional use of cash reserves to cover operating
expenses. Social risks are a key driver of this rating action.
These include demographic and societal trends which have reduced
demand for the college's liberal arts offerings, as well as human
capital risks, with management indicating limited ability to reduce
expenses further without further impairing its competitive
position. Governance considerations are also a key driver of this
rating action, evidenced by challenges in matching expenses with
declining revenue in the past and the expectation of budget gaps in
fiscal 2024.
RATINGS RATIONALE
The Ba3 issuer rating remains supported by its market niche as a
faith-based private liberal arts college with experiential
learning. While SMC's sound financial reserves provide some runway
to execute its enrollment strategies, ongoing multi-year deficit
operations and declining unrestricted liquidity present significant
obstacles to SMC's credit quality. A deficit in fiscal 2024, which
Moody's believe is likely, would probably drive additional use of
cash reserves to cover operating expenses. Constrained tuition
pricing power will limit the college's ability to make strategic
investments in a highly competitive environment. The college's
relatively small scale, weakening brand and strategic position, as
well as an extended period of comparatively low capital investment
and a rising age of plant continue to be credit challenging
factors. Favorably, fiscal 2023 cash and investments of $102
million covered expenses and adjusted debt by 1.5x and 1.8x,
respectively. Sound liquidity, providing 211 monthly days coverage
of expenses, provides some cushion for operating volatility but
will deteriorate as the college taps reserves to fund operations.
The Ba3 debt rating on outstanding revenue bonds incorporates the
general obligation characteristics of the bonds.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that the college's
moderate scale of cash reserves and liquidity will support the
current rating level for the near term as the college continues to
work on operational improvements.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Material strengthening of operating performance with
significant increase in liquidity
-- Significant improvement in strategic position, reflected in
multi-year enrollment and net tuition revenue growth
-- Growth in balance sheet reserves, particularly unrestricted
reserves, that outpaces peers
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Inability to make reduce operating deficits beginning in fiscal
2025, with a credible path to financial sustainability
-- Significant discrepancy between the FY24 budget and actual
-- Failure to make measurable progress towards strengthening
student demand with a reduced discount rate
-- Deterioration of cash and investments relative to debt and
operations
LEGAL SECURITY
The rated Series 2015 and unrated Series 2023 revenue bonds are on
parity and general obligation of the college, further secured by a
mortgage on the college's main campus. The college is required to
meet financial covenants of maintaining a minimum cash and
investments to debt of 1.0x for the Series 2023 bonds. The
college's reported annual and cash investments to debt ratio for
fiscal year end 2023 was 1.9x, which is above covenanted level.
There is a debt service reserve fund for the Series 2023 revenue
bonds.
PROFILE
Saint Michael's College is a small private coeducational Catholic
institution located in Colchester, Vermont, and founded in 1904 by
the Society of Saint Edmund, a Roman Catholic order of priests and
brothers. In fiscal 2023, the college recorded operating revenues
of $54 million and enrolled 1,275 FTE students for fall 2023.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
SUNLAND MEDICAL: Plan Exclusivity Period Extended to April 26
-------------------------------------------------------------
Judge Michelle V. Larson of the U.S. Bankruptcy Court for the
Northern District of Texas extended Sunland Medical Foundation and
4750 GHW Bush Land Holdings LLC's exclusive periods to file a plan
of reorganization and obtain acceptance thereof to April 26 and
June 24, 2024, respectively.
As shared by Troubled Company Reporter, the Debtors assert that
their purpose in seeking extension of the Exclusivity Periods is a
good-faith effort to conclude the plan process. Prior to the
closing of the Sale Process, the Debtors and their advisors were
principally concerned with ensuring that the sale of the Debtors'
assets went ahead without complication or delay.
The Debtors further assert that now that the sale has closed, the
Debtors and their advisors have been able to turn their attention
to the plan process and have concluded that additional time is
needed to ensure that the final plan adequately addresses the needs
of the Debtors, their estates, and other parties in interest. The
Debtors have every reason to believe that such a final plan will
materialize with the Exclusivity Periods extended.
Finally, because the Debtors are generally paying their debts as
they come due post-petition and anticipate continuing to do so
going forward, the relief requested does not result in prejudice to
any creditor or party-in-interest. The Debtors will continue to
work diligently with their stakeholders to avoid unnecessary plan
disputes.
Counsel to the Debtors:
Marcus A. Helt, Esq.
Jack G. Haake, Esq.
Grayson Williams, Esq.
MCDERMOTT WILL & EMERY LLP
2501 North Harwood Street, Suite 1900
Dallas, TX 75201-1664
Tel: (214) 295-8000
Fax: (972) 232-3098
Email: mhelt@mwe.com
jhaake@mwe.com
gwilliams@mwe.com
Natalie Rowles, Esq.
MCDERMOTT WILL & EMERY LLP
One Vanderbilt Avenue
New York, New York 10017-3852
Tel: (212) 547-5400
Fax: (212) 547-5444
Email: nrowles@mwe.com
About Sunland Medical Foundation
Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC are
owners of Trinity Regional Hospital Sachse, a full-service hospital
and emergency room near Dallas, Texas. Trinity is a not-for profit,
32-bed, community-focused acute care hospital providing care to the
residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano,
Richardson, and surrounding communities.
The Debtors sought Chapter 11 protection (Bankr. N.D. Texas Lead
Case No. 23-80000) on Aug. 29, 2023. Both estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities as of the bankruptcy filing.
The Hon. Michelle V. Larson is the case judge.
The Debtors tapped McDermott Will & Emery, LLP as legal counsel;
Meadowlark Advisors, LLC as financial advisor; and Eide Bailly LLP
as tax advisor. Stretto Inc. is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Dickinson Wright, PLLC as legal counsel and
Caliber Advisors, LLC as financial advisor.
Susan Goodman is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
SURGERY CENTER: Moody's Rates New $600MM Unsecured Notes 'Caa1'
---------------------------------------------------------------
Moody's Ratings assigned a Caa1 rating to Surgery Center Holdings,
Inc.'s ("Surgery Partners") proposed $600 million offering of
senior unsecured notes due 2032. The company intends to use the net
proceeds from this offering to pay off outstanding amount of
existing senior unsecured notes maturing in 2025 and 2027 and for
general corporate purposes, which includes potential acquisitions.
There is no change to the company's B2 Corporate Family Rating,
B2-PD Probability of Default Rating, Ba3 ratings on the senior
secured first lien bank credit facility (with a revolver and a term
loan), and Caa1 ratings on the senior unsecured notes. The outlook
remains unchanged at stable. There is also no change to the
company's SGL-1 Speculative Grade Liquidity Rating.
To the extent that proceeds are used to pay off existing 2025/2027
notes and for EBITDA-accretive acquisitions, the transaction will
only modestly increase the financial leverage. The transaction,
however, will extend debt maturities significantly.
RATINGS RATIONALE
Surgery Partners' B2 Corporate Family Rating reflects the company's
elevated but improving financial leverage mainly due to its
aggressive growth strategy. Moody's estimates that the company's
debt/EBITDA will rise to the mid-6.0 times range as a result of the
proposed transaction, from approximately 6.3x at the end of fiscal
year 2023. Moody's further expects that the company will gradually
delever below 6.0x over the next 12-18 months. Deleveraging will
come from anticipated growth from existing and new businesses and
solid free cash flow generation. Surgery Partners benefits from its
strong market position and favorable industry fundamentals, as
payers including Medicare and private insurers, continue to drive
patients out of hospitals and into less costly points of care, like
ambulatory surgery centers (ASC).
The stable outlook reflects Moody's view that Surgery Partners has
very strong liquidity to support its growth plans and to support
longer-term prospects for ASCs.
Surgery Partner's CIS-4 indicates the rating is lower than it would
have been if ESG risk exposures did not exist. The score reflects
the weight placed on Surgery Partners governance considerations
which reflect the company's financial strategy and risk management
resulting from partial ownership and significant influence by
private equity sponsors. Additionally, Surgery Partners has
exposure to social risks related to demographic and societal trends
driven by meaningful reliance on government payors and human
capital risks due to its skilled labor force.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade include less aggressive
financial policies, reduction of debt/EBITDA to below 5.0x and an
improvement in free cash flow.
The ratings could be downgraded if leverage is sustained over 6.0x,
either from operational issues or more aggressive financial
policies, or if liquidity weakens.
Surgery Center Holdings, Inc., headquartered in Brentwood, TN, is
an operator of short stay surgical facilities in 33 states and it
also provides ancillary services including multi-specialty
physician practices, urgent care facilities and anesthesia
services. Surgery Center Holdings, Inc. is approximately 39.5%
owned by Bain Capital Private Equity, LP and it is listed on the
NASDAQ. The company's revenues for the fiscal year 2023 were
approximately $2.743 billion.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
SURGERY CENTER: S&P Rates New $600MM Senior Unsecured Notes 'CCC+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '6'
recovery rating to Surgery Center Holdings Inc.'s (subsidiary of
Surgery Partners Inc.) proposed $600 million senior unsecured notes
due 2032. The company will use the proceeds from the new notes to
refinance its existing senior unsecured notes due 2025 and senior
unsecured notes due 2027, with excess cash to be used for general
corporate purposes, including acquisitions. The '6' recovery rating
indicates its expectation for minimal (0%-10%; rounded estimate:
0%) recovery in the event of a payment default.
S&P said, "Our 'B' issuer credit rating on Surgery Partners
continues to reflect our expectation for stable operating
performance and steadily improving credit measures over the next
few years, including adjusted debt to EBITDA approaching 7x and
free operating cash flow to debt in excess of 3%."
ISSUE RATINGS - RECOVERY ANALYSIS
Key analytical factors
-- Surgery Partners' capital structure consists of a $703.8
million revolver, a $1.4 billion senior secured term loan B, and
$600 million senior unsecured notes.
-- S&P's simulated default scenario contemplates a default in
2027, stemming from volume or reimbursement declines or prolonged
economic weakness and an inability to achieve projected synergies
and cost savings.
-- S&P assumes the revolver is 85% drawn in default.
-- Given the company's reputation and brand recognition, S&P
believes the company would likely reorganize rather than liquidate
in the event of default. Consequently, S&P uses an enterprise value
methodology to gauge recovery prospects.
-- S&P values the company on a going-concern basis using a 5.5x
multiple of our projected emergence EBITDA, consistent with that
used for similar companies.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $298 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Gross enterprise value: $1.64 billion
-- Net enterprise value (after 5% administrative costs): $1.56
billion
-- Valuation split in % (obligors/nonobligors): 80/20
-- Collateral value available to secured creditors: $1.25 billion
-- Secured first-lien debt: $2.02 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Collateral value available to unsecured creditors: $0 million
-- Unsecured debt: $624 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
TIMBER PHARMACEUTICALS: Seeks to Extend Plan Exclusivity to June 17
-------------------------------------------------------------------
Trex Wind-Down, Inc., f/k/a Timber Pharmaceuticals, Inc., and its
Affiliated Debtors asked the U.S. Bankruptcy Court for the District
of Delaware to extend their exclusivity periods to file a plan of
reorganization and obtain acceptance thereof to June 17 and August
13, 2024, respectively.
The Debtors explain that these Chapter 11 Cases have been pending
for less than 4 months. During this short period of time, the
Debtors and their advisors have devoted a significant amount of
time and effort to preserving and maximizing the value of the
Debtors' estates for the benefit of all stakeholders culminating in
the LEO Sale Order.
The Debtors claim that these Chapter 11 Cases are large in size and
complex in nature. As described in the First Day Declaration, the
Debtors operated a clinical-stage biopharmaceutical company focused
on the development and commercialization of treatments for rare and
orphan dermatologic diseases, including congenital ichthyosis and
other sclerotic skin diseases. These Chapter 11 Cases involve three
Debtors that managed extensive operations, held significant assets,
and had significant liabilities.
Furthermore, the Debtors have expended significant effort in
negotiating and consummating the Sale to LEO, which closed on
January 22, 2024. Accomplishing these tasks and addressing
inquiries from the Debtors' creditors and stakeholders along the
way, among other things, required the full attention of the
Debtors' employees and advisors. Further, the Debtors have been
required to devote a significant amount of time, energy and
resources to their transition into chapter 11 more generally.
The Debtors assert that Termination of the Exclusive Periods would
adversely impact their efforts to preserve and maximize the value
of their estates and the progress of the Chapter 11 Cases.
Termination may discourage creditors and interested parties from
negotiating with the Debtors, and would certainly undermine the
Debtors' efforts to successfully confirm a chapter 11 plan.
Moreover, the proposal and solicitation of any competing plan could
greatly complicate and increase the cost of administering the
Chapter 11 Cases.
Counsel to the Debtors:
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Eric D. Schwartz, Esq.
Andrew R. Remming, Esq.
Tamara K. Mann, Esq.
Scott D. Jones, Esq.
1201 Market Street, 16th Floor
Wilmington, Delaware 19801
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: eschwartz@morrisnichols.com
aremming@morrisnichols.com
tmann@morrisnichols.com
sjones@morrisnichols.com
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation
--http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped Morris, Nichols, Arhst & Tunnell LLP as
bankruptcy counsel; Lowenstein Sandler LLP as special counsel; and
VRS Restructuring Services LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Covington &
Burling LLP and Cole Shotz P.C.
TOPGOLF CALLAWAY: Moody's Alter Outlook on 'B1' CFR to Negative
---------------------------------------------------------------
Moody's Ratings affirmed Topgolf Callaway Brands Corp.'s B1
long-term Corporate Family Rating, B1-PD Probability of Default
Rating, and the B1 rating on the senior secured term loan B. The
company's Speculative Grade Liquidity Rating is unchanged at SGL-2.
The outlook was changed to negative from stable.
The rating affirmation reflects Moody's expectation that Topgolf
Callaway's strong market position in golf equipment, accessories
and apparel and golf related entertainment venues and revenue
growth from new venue openings will support EBITDA margin, free
cash flow, and leverage improvement. Moody's expects new Top Golf
venue openings will drive mid-to-high single digit total company
revenue growth over the next 12-18 months. Similarly, Moody's
believes that favorable participation and demographic trends in
golf will support consumer demand for golf products, particularly
recurring consumer purchases of golf consumables.
However, revenue and EBITDA margin have weakened as consumer demand
for corporate events and midweek outings at Topgolf has moderated
from peak engagement levels following the pandemic. Moody's expects
the EBITDA margin to stabilize and return to growth as the company
opens new venues and launches new promotions and innovations to
entice consumers into the company's venues. Topgolf is also
investing in operational improvements at existing and new locations
to reduce costs and drive EBITDA margin improvement. Golf equipment
sales have also moderated after a period of outsized demand but
Moody's anticipates that EBITDA contribution from the golf business
will remain good. Nevertheless, there are significant risks to
Moody's forecast given the discretionary nature of the company's
end-markets and material cash burden from the company's sizable
lease and debt balance. Overall, Moody's expects that deleveraging
from currently very high levels at 6.6x debt-to-EBITDA
(incorporating Moody's standard adjustments) will take longer than
previously anticipated when the company issued its term loan in
March of 2023. Moody's foresees leverage declining to 5.8x by
year-end 2025 and below 5.5x by year-end 2026. Leverage could
improve faster if an increase in the company's stock prices
triggers a conversion to stock of the convertible notes that
otherwise mature in 2026.
The change in outlook to negative reflects Moody's view that
deleveraging to below 5.5x will take longer than previously
anticipated and requires good execution of the growth plan.
Leverage is elevated due to weaker consumer demand at Topgolf than
was expected a year ago and due to the company's rapidly growing
lease obligations to support the new Topgolf facility development.
The leases represent a material fixed cost that contributes to
execution risk for the venue expansion plans. The company's leases
compound risks that any decline in the EBITDA margin as a result of
weaker consumer demand or rising costs could put pressure on free
cash flow and reduce the company's flexibility to fund new
development and debt service. The outlook also accounts for the
discretionary nature of consumer demand for both golf related
entertainment and golf equipment and accessories that creates
execution risk to generating the earnings growth necessary to
reduce leverage in a high inflationary environment.
Moody's changed Topgolf Callaway's credit impact score to CIS-4
from CIS-3 and the governance issuer profile score to G-4 from G-3.
The changes account for increased governance risk as it relates to
financial strategy and risk management as a result of the company
operating with higher leverage that previously anticipated.
RATINGS RATIONALE
Topgolf Callaway's B1 CFR reflects its very high financial leverage
particularly given the discretionary nature of golf-related
entertainment and golf equipment, accessories and apparel
categories. The Top Golf ("TGI") business is capital intensive and
the use of debt and large lease financing increases the sensitivity
of credit metrics to declines in earnings that many result from
competition from adjacent or alternative entertainment options or
declines in discretionary consumer spending. Low single digit same
venue sales growth at TGI facilities open for several years leads
to a need for new venue expansion into underpenetrated markets to
help drive earnings growth. Topgolf Callaway's credit profile is
supported by its strong market position and good geographic and
segment diversification within golf-related categories. The credit
profile also reflects Topgolf Callaway's good liquidity, large
scale, and good performance from the golf. The company also has the
ability to adjust the level of future investment in Topgolf should
market conditions turn negative.
TGI plans to grow its venue base over the next 3-5 years requires
significant capital expenditure and funding in excess of operating
cash flow. TGI plans to utilize cash, operating cash flow, and
advances from leasing entities such as REITs to help fund the
expansion. As such, Moody's expects the company's leases
(approximately $2.9 billion as of December 2023) to increase with
the significant fixed charges creating vulnerability to any
deterioration in returns on the Top Golf venue business that could
arise from shifts in consumer spending, higher operating costs, or
competition. Moody's estimates that free cash flow of around $150
million annually including advances from REITs will allow the
company to steadily reduce its $1.2 billion of term loan debt
outstanding. The very long dated nature of the leases favorably
secures attractive locations but the fixed payments create risk to
cash flow if venue performance weakens. Moody's expects that EBITDA
growth will lead to debt-to-EBITDA falling to about 5.8x by
year-end 2025 and below 5.5x in 2026.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if operating earnings do not improve,
liquidity deteriorates, or ongoing investments in TGI detract from
the company's ability to reduce financial leverage from current
high levels. A downgrade could also occur if Moody's adjusted
debt-to-EBITDA is sustained above 5.5x or there is a deterioration
in returns on the TGI entertainment business or the gold equipment
and apparel business due to shifts in consumer demand, rising costs
or increased competition.
Ratings could be upgraded if operating performance is stable or
improves across the company's golf and apparel businesses, and
returns on the TGI investments are good. An upgrade would also
require the company to maintain good liquidity, generate consistent
and comfortably positive free cash flow and improve EBITDA such
that debt-to-EBITDA is sustained below 4.0x.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Topgolf Callaway Brands Corp.'s ESG credit impact score indicates
the rating is lower than it would have been if ESG risk exposures
did not exist. Governance risk is the primary driver of the CIS
score with lesser impact from environmental and social risks.
Governance risk is driven primarily by the company's financial
strategy and risk management policies as seen with very high
financial leverage from debt financed acquisitions and high funding
needs to support Top Golf's venue growth plans.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Topgolf Callaway Brands Corp., (formally known as Callaway Golf
Company) is headquartered in Carlsbad, CA, and manufactures and
sells golf clubs, golf balls, and golf and lifestyle apparel and
accessories. The company's portfolio of global brands includes
Callaway Golf, Odyssey, OGIO, TravisMathew and Jack Wolfskin.
Topgolf Callaway also wholly owns Topgolf International Inc. (TGI),
a business it acquired in March 2021 that owns and operates 89
golfing entertainment centers in the US, four in the U.K., and an
additional five international franchised locations. Topgolf
Callaway is a publicly-traded company with consolidated revenue of
$4.3 billion for the fiscal year ended December 31, 2023 (including
TGI).
TRANSMONTAIGNE PARTNERS: Moody's Alters Outlook on B2 CFR to Neg.
-----------------------------------------------------------------
Moody's Ratings revised the outlook of TransMontaigne Partners LLC
to negative from stable and affirmed its existing ratings,
including B2 Corporate Family Rating, B2-PD Probability of Default
rating, Caa1 senior unsecured notes rating. Moody's also affirmed
the existing B1 senior secured term loan B rating and B1 senior
secured revolving credit facility rating and assigned a negative
outlook at TransMontaigne Operating Company L.P. The SGL-3
Speculative Grade Liquidity Rating is unchanged.
"The negative outlook reflects continued high leverage and risks
related to a timely improvement in credit metrics," says Thomas Le
Guay, a Moody's Vice President. "The ratings affirmation reflects
the stability of TransMontaigne's cash flow and the company's plans
to improve credit metrics to levels that support the B2 CFR over
the next 12 months."
RATINGS RATIONALE
The negative rating outlook reflects TransMontaigne's continued
high leverage and risks related to the company executing on its
plans to reduce leverage and increase interest coverage to levels
consistent with the B2 CFR. Management expects leverage to decline
as new capital projects come into service and debt is paid down.
The affirmation of the B2 CFR reflects Moody's expectation that the
company's debt-to-EBITDA ratio, including Moody's adjustments and
considering the debt at its parent holding company level, will
decline below 7.5x over the next 12 months with continued
improvement thereafter. While the parent-level debt is
non-recourse, it relies on TransMontaigne's cash flows to be
serviced and Moody's consider that implicit burden and potential
for additional leverage at TransMontaigne in Moody's analysis.
TransMontaigne's B2 CFR continues to reflect the stable nature of
the company's cash flows from pipeline, terminal and tankage
assets; the large proportion of fee-based revenues under
take-or-pay contracts; and the diversity of its operations in
multiple US regions. The company enjoys strong market positions in
niche markets that have limited competition and significant
barriers to entry. The B2 CFR is constrained by its high leverage,
modest scale, risks associated with executing its growth plans,
customer concentration and the distributions required to service
debt at its holding company parent.
TransMontaigne will maintain adequate liquidity through 2024, as
reflected by its SGL-3 Speculative Grade Liquidity rating. As of
December 31, 2023, the company had cash and cash equivalents of $7
million and $62 million available under its $150 million revolving
credit facility maturing in November 2026. Moody's expects the
company to generate positive cash flow from operations that will be
used to finance new capital projects and repay debt. Moody's
expects the company to remain in compliance with its financial
covenants through 2025. These include a minimum debt service
coverage ratio of 1.1x under its term loan and a maximum
consolidated senior secured net leverage ratio of 6.75x under its
revolving credit facility, which is only tested if the revolver
utilization is equal to or greater than 35%.
The senior secured term loan (maturing in November 2028) and
revolving credit facility (maturing in November 2026) are both
rated B1, one notch above the B2 CFR, reflecting the more senior
priority claim on assets relative to the unsecured notes. The
senior secured term loan and revolver are under the same credit
agreement and rank pari passu. The senior unsecured notes (maturing
in February 2026) are rated Caa1, two notches below the B2 CFR,
reflecting the more senior priority claim of the senior secured
instruments to the notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if TransMontaigne is unable to
reduce its leverage below 7.5x debt/EBITDA (including debt at its
parent level) over the next 12 months, and bring interest coverage
back above 2.0x EBITDA/interest, or if liquidity weakens.
An upgrade would require the company to generate positive free cash
flow and reduce leverage to below 6.5x debt/EBITDA (including debt
at its parent level).
TransMontaigne Partners LLC, headquartered in Denver, Colorado,
operates midstream energy assets such as storage terminals and
product pipeline assets in multiple regions across the US,
including the Gulf Coast, the Midwest, Houston and Brownsville,
Texas, along the Mississippi and Ohio Rivers, the Southeast and the
West Coast. TransMontaigne is a wholly-owned indirect subsidiary of
ArcLight Energy Partners Fund VI, LP. The company files its
financials with the SEC.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
TRIPLE 7: Ellis & Winters Advises Binderless Coal & BRCPF M&M
-------------------------------------------------------------
The law firm of Ellis & Winters LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Triple 7 Commodities
Inc., the firm represents the following entities who are creditors
and otherwise interested parties:
* Binderless Coal Briquetting Company PTY Limited ("BCBC") is
a company organized under the laws of New South Wales, Australia,
with an address of Level 7, 167 Eagle Street, Brisbane, Australia
QLD 400.
* BRCPF M&M Mountainside BLKR LLC ("BRCPF") is a Delaware
limited liability company with an address at LP 33 South Six
Street, Suite 4100, Minneapolis, Minnesota 55402.
The Creditors hold prepetition liens on certain real and personal
property of Mountainside pursuant to various loan documents. The
Debtor is a guarantor with respect to the Loan Documents. Prior to
the date of this bankruptcy case, BRCPF (1) instituted a lawsuit
against, among others, the Debtor and Mountainside complaining of
certain defaults in the loan documents, (2) requested foreclosure
on certain real property, and (3) requested the appointment of a
receiver over Mountainside. BCBC responded in support of the
request to appoint a receiver. The exact nature and amount of each
disclosable economic interest held in relation to the Debtor as of
the date of this Statement has not been determined.
On or about March 18, 2024, the Creditors retained Ellis & Winters
LLP to represent them in this Bankruptcy Case.
Ellis & Winters LLP's representation of the Creditors is not
prohibited by applicable North Carolina law, does not involve the
assertion of a claim by any individual Creditor against any other
Creditor, and Ellis & Winters LLP reasonably believes that it can,
and will be able to, provide competent and diligent representation
to the Creditors.
Ellis & Winters LLP does not hold, and did not hold at the time of
engagement, any claims against, or interest in, the Debtor. Ellis &
Winters LLP only represents the Creditors in this Bankruptcy Case
and they are the only creditors or parties-in-interest in the
Bankruptcy Case for which Ellis & Winters LLP is required to file
any statement or disclosure pursuant to Fed. R. Bankr. P. 2019.
Counsel for the Creditors:
Ellis & Winters LLP
Charles N. Anderson, Jr., Esq.
Dale Clemons, Esq.
P.O. Box 33550
Raleigh, North Carolina 27636
Telephone: (919) 865-7000
Facsimile: (919) 865-7010
Email: chuck.anderson@elliswinters.com
dale.clemons@elliswinters.com
About Triple 7 Commodities
Triple 7 Commodities Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50162) on March
1, 2024.
VALLEY NATIONAL: S&P Affirms BB+ Rating on Subordinated Notes
-------------------------------------------------------------
S&P Global Ratings revised its rating outlooks on five U.S.
regional banks to negative from stable:
-- First Commonwealth Financial Corp.,
-- M&T Bank Corp.,
-- Synovus Financial Corp.,
-- Trustmark Corp., and
-- Valley National Bancorp.
At the same time, S&P affirmed its ratings on these banks.
S&P said, "We also affirmed our ratings on F.N.B. Corp. and
maintained the stable outlook since we see a somewhat lower
probability of material deterioration in its asset quality and
performance.
"The negative outlook revisions reflect the possibility that stress
in CRE markets may hurt the asset quality and performance of the
five banks, which have some of the highest exposures to CRE loans
among banks we rate. CRE loans--defined here as loans on
investor-owned CRE, multifamily, and construction and development
properties--made up between roughly 25% and 55% of the loans of
each these banks at year-end 2023, and well exceeded their Tier 1
capital, in some cases by several multiples.
"Most of these banks also have higher-than-peer exposures to loans
on office properties, which we generally consider to be the
riskiest part of CRE lending because of the secular shift in
work-at-home arrangements and often sharply reduced property
prices. Most of them also had sizable multifamily or construction
exposures, which could be affected by the price pressures that
higher interest rates have put on many property types.
"Positively, most of these banks to date have not reported sharp
rises in delinquent and nonaccrual CRE loans. We believe most of
them also have good underwriting track records, often granular loan
exposures, and limited exposure to the most troubled metro office
markets. When they originated most of their loans, those loans
generally had conservative loan-to-value and debt service coverage
ratios. Because of those factors, and notwithstanding the negative
outlook revisions, we affirmed our ratings on those five banks, and
we expect them, in our base case, to work through stress on their
CRE portfolios at the current rating levels."
If the Federal Reserve pivots to lowering interest rates--which
could happen as early as midyear—S&P believes that could also
help alleviate some of the cumulative stress in the CRE sector.
Nevertheless, the outlook revisions address the potential risk that
could emerge if interest rates were to stay higher for longer, or
if rate cuts were to materialize more slowly than the market
currently expects.
S&P said, "In our opinion, a rise in criticized and modified loans
and rising CRE loan maturities at many of these banks, coupled with
the above-peer size of their CRE exposures, have weakened the odds
of our base-case expectations, and they may foreshadow a decline in
asset quality and performance.We believe CRE-exposed banks with
allowance levels that are lower than the allowance levels their
peers have may not be positioned as well to deal with stress. For
instance, should a bank have to quickly and materially increase its
allowance for credit losses on CRE loans, its earnings could fall
sharply, potentially eating into its capital. Some of the banks
with negative outlooks have lower-than-peer allowance levels.
"We now have negative outlooks on the ratings on nine U.S. banks,
or 18% of the U.S. banks we rate, and most of those negative
outlooks relate, at least in part, to sizable CRE exposures. Last
year, we revised our rating outlooks on Columbia Banking System
Inc. and S&T Bank to negative--two additional banks with high CRE
loan exposures as a percentage of Tier 1 capital."
First Commonwealth Financial Corp.
Primary credit analyst: Mayan Abraham
S&P affirmed its ratings on First Commonwealth and revised the
outlook to negative from stable to reflect its higher-than-peer CRE
exposures, with proportionately more office, multifamily, and
construction to Tier 1 capital than the medians for rated peers.
The company's CRE loans (including mortgages on investor-owned,
multifamily, and construction properties) were equal to about 261%
of its Tier 1 capital at year-end 2023--well above the roughly 100%
median for U.S. banks S&P rates--and they made up roughly 33% of
its total loans. The company grew its CRE portfolio with the
acquisition of Centric Financial Corp. in 2023, which expanded its
geographic diversity but added to its exposure.
Positively, capital metrics have risen on earnings retention,
despite an increased dividend and solid loan growth. The company
also recorded its highest-ever annual earnings in 2023 and a return
on equity of almost 13%, supported by an above-peer net interest
margin. Further, deposits (excluding Centric) grew by about 5%
despite industry headwinds, reflecting the strength of its deposit
franchise and its low level of uninsured deposits relative to its
peers. S&&P's ratings affirmation reflects these continued
strengths.
The company's past-due, nonaccrual, and modified CRE loans (as a
percentage of CRE loans), as well as its reserve coverage, were
generally in line with the medians for rated U.S. peers. However,
while S&P believes First Commonwealth will be able to work through
a rise in troubled CRE loans, should that occur, it believes that
greater-than-expected deterioration could strain earnings
performance more than it does for other CRE-exposed banks. The
increase in criticized loans that the company has reported over the
last year--related, in part, to acquired loans in the Centric
acquisition and increased charge-offs in fourth-quarter 2023--also
may indicate that the company could be susceptible to further
credit deterioration should CRE conditions worsen.
In S&P's view, the company also has lower on-balance-sheet
liquidity than its peers, with cash at about 1% of assets,
notwithstanding good contingent liquidity.
Outlook
&P said, "The negative outlook on First Commonwealth reflects our
view that we could lower the rating in the next two years if the
company's above-peer CRE exposures result in greater asset quality
deterioration and performance pressures than we factored into our
base case. We expect the company to maintain good earnings
performance and adequate capital ratios while experiencing
continued deposit stability. However, we think asset quality
metrics will decline following the Centric acquisition."
Downside scenario: S&P said, "We could lower our ratings on First
Commonwealth in the next two years if a material deterioration in
asset quality threatens to require a sharp increase in provisions
for credit losses, significantly hurting earnings and capital. We
could also lower the ratings if we project that S&P Global Ratings'
risk-adjusted capital (RAC) ratio for the company will fall below
7%, or if the company makes a large acquisition outside of its
current footprint--neither of which we expect."
Upside scenario: S&P said, "We could revise the outlook to stable
if we gain confidence that First Commonwealth will avoid a sharp
decline in asset quality as more of its CRE loans mature and the
company continues to perform well. We would also look positively on
a reduction in CRE exposures, continued good earnings even amid
further allowance increases, and an improvement in on-balance-sheet
liquidity."
TO FROM
ISSUER CREDIT RATING BBB-/NEGATIVE/-- BBB-/STABLE/--
SACP bbb bbb
Anchor bbb+ bbb+
Business position Moderate (-1) Moderate (-1)
Capital and earnings Adequate (0) Adequate (0)
Risk position Adequate (0) Adequate (0)
Funding and liquidity Adequate and Adequate and
adequate (0) adequate (0)
Comparable ratings analysis 0 0
Support 0 0
ALAC support 0 0
GRE support 0 0
Group support 0 0
Sovereign support 0 0
Additional factors 0 0
SACP--Stand-alone credit profile.
F.N.B. Corp.
Primary credit analyst: Mayan Abraham
S&P affirmed its ratings on F.N.B. Corp. and maintained the stable
outlook, reflecting its conservative credit risk management,
continued good asset quality metrics (including within its CRE
portfolio), and generally good performance.
F.N.B. has a concentration in CRE that is above the median for
rated U.S. banks. Its CRE (including non-owner-occupied CRE,
multifamily, and construction loans) made up about 27% of its total
loans and about 233% of its Tier 1 capital at year-end 2023. Its
lending for construction and office properties is also toward the
higher end of rated U.S. banks.
That said, F.N.B. has robust reserve coverage (at about 431% of its
past-due, nonaccrual, and restructured CRE loans), reflecting its
still-good asset quality. Its reserve coverage of total CRE loans
is consistent with that of the median rated U.S. bank. S&P thinks
this gives it a significant buffer against higher-than-expected
losses in its CRE book.
Although criticized loans are somewhat higher at F.N.B. than at its
peers, past-due, nonaccrual, and restructured loans, as well as
classified loans, remain relatively lower. Its criticized loans
also have been little changed over the last year, and they're made
up mostly by loans outside of CRE. S&P also thinks F.N.B.'s
conservative underwriting policies and exposure to strong sponsors
and guarantee structures provide additional credit support.
S&P said, "If the CRE market weakens further, we think that F.N.B.
is relatively well positioned to build its reserve coverage without
significantly impairing earnings. We believe this earnings
resilience is important to our ratings on F.N.B. given that its
capital ratios are a bit weaker than those of peers."
Outlook
S&P said, "The stable outlook reflects our expectation that F.N.B.
will maintain sufficient reserves against an expected normalization
in credit, and particularly against deterioration in its CRE loan
portfolio over the next two years. We expect the bank to maintain
satisfactory financial performance and adequate capital ratios
relative to those of its peers, despite some potential
deterioration in asset quality." The outlook also reflects expected
continued deposit stability and ample contingent liquidity relative
to uninsured deposits.
Downside scenario: S&P said, "We could lower the ratings if asset
quality metrics substantially worsen--perhaps as a result of
declining CRE performance--or if the company adopts less
conservative business or financial policies. This could include
lowering reserve coverage, capital ratios, or on-balance-sheet
liquidity. We could also lower the rating if earnings or funding
metrics, such as loan to deposits, materially worsen."
Upside scenario: S&P is unlikely to raise the ratings over the next
two years given F.N.B.'s above-peer CRE exposure amid market
pressures in conjunction with lower-than-peer capital ratios and
below-median on-balance-sheet liquidity.
ISSUER CREDIT RATING BBB-/STABLE/--
SACP bbb
Anchor bbb+
Business position Moderate (-1)
Capital and earnings Adequate (0)
Risk position Adequate (0)
Funding and liquidity Adequate and adequate (0)
Comparable ratings analysis 0
Support 0
ALAC support 0
GRE support 0
Group support 0
Sovereign support 0
Additional factors 0
SACP--Stand-alone credit profile.
M&T Bank Corp.
Primary credit analyst: E. Robert Hansen, CFA
S&P said, "We affirmed our ratings on M&T Bank Corp. and revised
the outlook to negative from stable largely to reflect the
company's substantial CRE exposures, its weaker-than-peer asset
quality metrics, and the potential for further deterioration amid
the ongoing stress in CRE markets. Certain asset quality metrics
have also worsened in recent quarters with higher criticized and
modified loans, contrasting with our previous expectation of
continued improvement toward similarly rated peers."
CRE loans at M&T are higher than at most rated U.S. banks and are
much higher than at similarly rated regional bank peers. CRE loans
of $33 billion made up 25% of total loans and roughly 174% of Tier
1 capital as of Dec. 31, 2023; that included construction loan
exposures, equal to about 6% of total loans. S&P thinks office
exposures, which were nearly 4% of total loans and about 25% of
Tier 1 capital, are vulnerable to unfavorable long-term secular
trends, and they could deteriorate further. Nonetheless, potential
losses on CRE loans, including office loans, should be partially
mitigated by conservative loan-to-value ratios at origination.
S&P said, "In our base case, we expect asset quality to deteriorate
gradually over the next two years, particularly within the
company's CRE loan portfolio. However, we see rising risks to that
base case. Criticized loans rose to about 14% of commercial loans
at year-end 2023 from 12% at year-end 2022, while modified loans
climbed to $1.59 billion from $280 million (though less comparable
given amended accounting guidance in early 2023). Annualized net
charge-offs to average total loans also rose meaningfully, to 0.44%
in fourth-quarter 2023 from 0.12% in fourth-quarter 2022. We also
believe the company's 4% stress capital buffer, generated in the
Fed's stress test, partially reflects greater loan risk than for
similarly rated peers.
"Notwithstanding the negative outlook, we affirmed the rating based
in part on our base-case expectations for asset quality. We also
view favorably the company's capital ratios, which are somewhat
higher than those of similarly rated peers, with a common equity
Tier 1 ratio of 11.0% and a Tier 1 ratio of 12.3% at year-end
2023."
The affirmation is also based on M&T's solid market position in the
Northeast and Mid-Atlantic regions, aided by its acquisition of
People's United Financial Inc., good earnings generation, and good
noninterest revenue.
Outlook
S&P said, "The negative outlook primarily reflects our view that we
could lower the rating in the next two years should asset quality
deteriorate substantially and relative to the asset quality of
similarly rated peers. We think the risk of this has risen given
M&T's large CRE loan concentrations. We expect earnings to decline
modestly (hurt by higher provisions and continued net interest
margin pressures), deposits to remain relatively stable, and
capital ratios to rise slightly in first-half 2024 but then decline
over time if economic and regulatory uncertainties likely abate."
Downside scenario: S&P could lower its long-term rating on M&T if
its asset quality deteriorates substantially and more than S&P
currently expects--which much higher criticized, delinquent, or
nonaccrual loan balances could suggest.
S&P said, "We could also lower our rating if net charge-offs rise
to levels that are much higher than peers', which could be
triggered by falling CRE valuations.
"And we could lower the rating if the company's capital ratios
decline materially without a corresponding improvement in asset
quality, if its overall financial performance trails that of
similarly rated peers, or if its already large CRE loan exposures
increase meaningfully as a proportion of total loans--none of which
we currently expect."
Upside scenario: S&P could revise the outlook to stable if asset
quality metrics improve toward the medians for similarly rated
peers and if net charge-offs do not increase meaningfully.
S&P could also revise the outlook to stable if M&T reduces its CRE
loan concentrations, further diversifies its geographic market
position, maintains capital ratios above peer medians, and
demonstrates overall financial performance consistent with that of
similarly rated peers.
TO FROM
ISSUER CREDIT RATING BBB+/NEGATIVE/A-2 BBB+/STABLE/A-2
SACP a- a-
Anchor bbb+ bbb+
Business position Strong (+1) Strong (+1)
Capital and earnings Adequate (0) Adequate (0)
Risk position Adequate (0) Adequate (0)
Funding and liquidity Adequate and Adequate and
adequate (0) adequate (0)
Comparable ratings analysis 0 0
Support 0 0
ALAC support 0 0
GRE support 0 0
Group support 0 0
Sovereign support 0 0
Additional factors 0 0
SACP--Stand-alone credit profile.
Synovus Financial Corp.
Primary credit analyst: John Orsatti
S&P said, "We affirmed our ratings on Synovus Financial Corp. and
revised the outlook to negative from stable. The outlook revision
reflects our view that--because of the ongoing stress in CRE--the
bank's higher-than-peer exposures, below-median CRE allowance, and
rising criticized loans could prompt somewhat more stress than we
expect in our base case.
"The company's CRE loans (including mortgages on non-owner
occupied, multifamily, and construction properties) were equal to
about 243% of its Tier 1 capital at year-end 2023--well above the
roughly 100% median for U.S. banks we rate--and they made up
roughly 28% of its loans. Within that, construction/land loans and
loans on non-owner-occupied office properties were roughly 7% and
4% of loans, respectively; they are segments that we view as
higher-risk. Criticized loans have been increasing, rising to 3.5%
of total loans at year-end 2023 from 2.2% a year before."
Although credit quality so far has held up well, 18% of the bank's
office loans and 27% of its multifamily loans mature in 2024. As
these loans reprice, the company could see some refinancing risk
that could hurt its asset quality. Synovus' CRE allowance, as a
percentage of CRE loans, is also somewhat lower than the peer
median. While that may reflect less concern about its loan
portfolio, a material increase in the allowance, if needed, could
pressure its earnings.
S&P said, "Our ratings affirmation acknowledges the company's
stable operating performance in recent years, its conservative
lending policies, and its improving capital ratios due to earnings
retention. In our base case, we believe the bank's relatively low
average loan-to-value ratios across its CRE portfolio should
provide a reasonable level of downside protection to help mitigate
credit losses."
Outlook
S&P said, "The outlook revision on Synovus reflects our view that
we could lower the ratings in the next two years if ongoing stress
in CRE, the bank's higher-than-peer exposures, its below-median CRE
allowance, and its rising criticized loans lead to more
deterioration in asset quality and earnings than we expect in our
base case. We expect asset quality to continue to be manageable,
deposits to remain relatively stable, and capital ratios to
continue to rise modestly in the first half of 2024."
Downside scenario: S&P could lower its ratings on Synovus in the
next two years if:
-- A material deterioration in asset quality prompts a sharp
increase in provisions for credit losses and a decline in earnings
or capital;
-- Profitability drops significantly, perhaps as a result of a
material increase in its allowance; or
-- Funding metrics worsen, which a large increase in wholesale
borrowings or brokered deposits would likely suggest.
Upside scenario: S&P could revise the outlook back to stable if it
gains confidence that Synovus will avoid a sharp decline in asset
quality as more of its CRE loans mature and as it exhibits
financial performance in line with that of similarly rated peers.
TO FROM
ISSUER CREDIT RATING BBB-/NEGATIVE/-- BBB-/STABLE/--
SACP bbb bbb
Anchor bbb+ bbb+
Business position Moderate (-1) Moderate (-1)
Capital and earnings Adequate (0) Adequate (0)
Risk position Adequate (0) Adequate (0)
Funding and liquidity Adequate and Adequate and
adequate (0) adequate (0)
Comparable ratings analysis 0 0
Support 0 0
ALAC support 0 0
GRE support 0 0
Group support 0 0
Sovereign support 0 0
Additional factors 0 0
SACP--Stand-alone credit profile.
Trustmark Corp.
Primary credit analyst: Mayan Abraham
S&P affirmed its ratings on Trustmark Corp. and revised the outlook
to negative from stable, reflecting its CRE exposure (specifically
to construction lending) and and its capital ratios (which are
lower than those of most of its peers).
Trustmark has one of the highest exposures to CRE (including
non-owner-occupied CRE, multifamily, and construction) among rated
banks. Its CRE loans were about 313% of Tier 1 capital (or 38% of
total loans), with construction equal to 12% of total loans at
year-end 2023.
S&P said, "We believe Trustmark would not be as well positioned as
similarly rated peers to absorb a steep increase in CRE-related
losses should they occur. Given the size of Trustmark's overall CRE
exposure, should losses rise substantially more than expected, we
think a required increase in Trustmark's allowance for credit
losses for CRE would hurt the company's earnings more than would be
the case for similarly rated peers. Additionally, Trustmark's
capital levels are generally lower than peers'."
Positively, construction balances have declined, nonperforming
loans and delinquencies within the CRE portfolio remain low, and
the bank's losses in this asset class have been good historically.
It also has a relatively stable and diverse geographic footprint.
Therefore, S&P doesn't think a substantially high deterioration in
asset quality, driven by CRE, is likely.
The ratings affirmation reflects those factors and the expectation
that the company will continue to build capital. The company
accreted capital with record earnings in 2023 after its capital
ratios and earnings fell in 2022, partly as a result of a one-time
settlement charge related to a past legal case. S&P expects the
company to build capital further with stable earnings generation
and limited share repurchase activity. The company also has
maintained good deposit stability and adequate liquidity, despite
the industry pressures in 2023.
Outlook
S&P said, "Our negative outlook reflects the possibility that we
could lower the ratings over the next two years if Trustmark's
higher-than-peer exposure to CRE and construction lending leads to
elevated losses, resulting in asset quality metrics that are worse
than their historical levels, or significant headwinds to its
earnings and capital base. We also expect the bank to build capital
while maintaining stable earnings and a good revenue mix."
Downside scenario: S&P could lower the ratings if asset quality
deteriorates more than we anticipate (with a substantial increase
in nonperforming assets or net charge-offs), if the bank's large
construction loan exposures increase significantly as a percentage
of loans or capital, or if earnings or capital ratios decline
substantially.
Upside scenario: S&P said, "We could revise the outlook to stable
should the company meaningfully improve its capital ratios and
avoid a significant deterioration in its asset quality metrics. We
could also revise the outlook should construction exposure decline
to levels in line with those at its regional bank peers."
TO FROM
ISSUER CREDIT RATING BBB/NEGATIVE/A-2 BBB/STABLE/A-2
SACP bbb+ bbb+
Anchor bbb+ bbb+
Business position Adequate (0) Adequate (0)
Capital and earnings Adequate (0) Adequate (0)
Risk position Adequate (0) Adequate (0)
Funding and liquidity Adequate and Adequate and
adequate (0) adequate (0)
Comparable ratings analysis 0 0
Support 0 0
ALAC support 0 0
GRE support 0 0
Group support 0 0
Sovereign support 0 0
Additional factors 0 0
SACP--Stand-alone credit profile.
Valley National Bancorp
Primary credit analyst: E. Robert Hansen, CFA
S&P said, "We affirmed the ratings on Valley National Bancorp and
revised the outlook to negative from stable. This reflects our view
that--although the bank has a good track record of strong loan
performance--the company's substantial CRE loan exposures, rising
criticized loans in recent quarters, relatively low credit loss
allowances compared with those of other regional banks, and
below-median risk-weighted capital ratios could pose challenges to
our base-case expectations should CRE losses turn out to be more
severe than we expect."
Valley's CRE loans proportionally remain the highest among publicly
rated U.S. banks. For example, CRE loans were $28.2 billion, or
about 55% of total loans, and well over 500% of Tier 1 capital as
of Dec. 31, 2023. Its CRE loans are diversified across New York,
Florida, New Jersey, and other geographies. S&P thinks the bank's
CRE loans are granular and well diversified by property type and
borrower. However, office exposures (nearly 7% of total loans and
over 50% of Tier 1 capital) and construction loans (over 7% of
total loans and also over 50% of Tier 1 capital) at year-end 2023
were higher proportions at Valley than at most rated U.S. banks,
and they expose the company to incremental risk. Nonetheless, S&P
thinks potential losses on office loans should be partially
mitigated by conservative loan-to-value ratios, low average loan
sizes, and Valley's conservative lending policies.
Valley's underwriting track record is strong, but S&P believes the
risk for potential deterioration has increased. S&P's view is based
on the sharp rise in interest rates and the resulting decline in
CRE prices, the potential risk of interest rates staying higher for
longer, and the secular shifts in office. Criticized loans have
been rising in recent quarters, climbing to 3.9% of loans at
year-end 2023 from 2.5% in 2022. Nevertheless, total nonaccrual
loans and accruing past-due loans as a percentage of total loans
have been relatively stable, at 0.76% on Dec. 31, 2023, versus
0.77% on Dec. 31, 2022. Net charge-offs also remain very low and
below the levels at many rated U.S. regional banks, at 0.13% in
2023 (though that's up from 0.05% in 2022).
S&P said, "Furthermore, we think below-median risk-weighted capital
ratios and relatively low loan loss allowances compared with those
at its peers present Valley with some incremental risk if
criticized loan balances rise more quickly, or if CRE loan losses
exceed expectations and a more significant allowance needs to be
built. Total allowances, at 0.93% of loans at year-end 2023, are
well below the peer median and are down from 1.03% at year-end
2022. We think lower loan loss allowances reflect the company's
historically good track record, but they could create some
vulnerability in the event CRE loan losses are more severe than we
expect in our base case.
"The ratings affirmation reflects our expectation that the company
will navigate risks with manageable loan losses given the bank's
conservative lending policies and its consistent profitability
through various economic cycles. The affirmation is also based on
Valley's long-standing customer relationships (notably in northern
New Jersey, metropolitan New York, and Florida), and on our
expectations that its capital ratios will rebound somewhat during
the next two years, that its funding ratios will remain below the
medians of peers, and that its liquidity will remain adequate.
Outlook
S&P said, "The negative outlook on Valley primarily reflects our
view that--although the bank has strong loan performance--the
company's substantial CRE loan exposures, rising criticized loan
balances in recent quarters, relatively low loan loss allowances
compared with those of other regional banks, and below-median
risk-weighted capital ratios could pose challenges to our base-case
expectations."
Downside scenario: S&P said, "We could lower our ratings on Valley
if its asset quality deteriorates significantly or if the company
needs to rapidly build its allowance, thereby pressuring earnings.
We could also lower the ratings if criticized, delinquent,
nonaccrual, or modified loan balances increase meaningfully or if
the company's capital ratios or earnings decline substantially,
which we also do not expect."
Upside scenario: S&P said, "We could revise the outlook to stable
if we gain confidence that Valley will avoid a sharp decline in
asset quality or earnings and that it will exhibit relative
stability in deposits and at least slightly increase its capital
ratios from current levels--consistent with our base case."
TO FROM
ISSUER CREDIT RATING BBB-/NEGATIVE/-- BBB-/STABLE/--
SACP bbb bbb
Anchor bbb+ bbb+
Business position Adequate (0) Adequate (0)
Capital and earnings Adequate (0) Adequate (0)
Risk position Adequate (0) Adequate (0)
Funding and liquidity Moderate and Moderate and
adequate (-1) adequate (-1)
Comparable ratings analysis 0 0
Support 0 0
ALAC support 0 0
GRE support 0 0
Group support 0 0
Sovereign support 0 0
Additional factors 0 0
SACP--Stand-alone credit profile.
Ratings List
F.N.B. CORP.
RATINGS AFFIRMED
F.N.B. CORP.
Issuer Credit Rating BBB-/Stable/--
FIRST NATIONAL BANK OF PENNSYLVANIA
Issuer Credit Rating BBB/Stable/A-2
F.N.B. CORP.
Senior Unsecured BBB-
FIRST COMMONWEALTH FINANCIAL CORP.
RATINGS AFFIRMED
FIRST COMMONWEALTH BANK
Subordinated BBB-
RATINGS AFFIRMED; CREDITWATCH/OUTLOOK ACTION
TO FROM
FIRST COMMONWEALTH FINANCIAL CORP.
Issuer Credit Rating BBB-/Negative/-- BBB-/Stable/--
FIRST COMMONWEALTH BANK
Issuer Credit Rating BBB/Negative/-- BBB/Stable/--
M&T BANK CORP.
RATINGS AFFIRMED
M&T BANK CORP.
Senior Unsecured BBB+
Preferred Stock BB+
FIRST MARYLAND CAPITAL I
Preferred Stock BB+
FIRST MARYLAND CAPITAL II
Preferred Stock BB+
MANUFACTURERS & TRADERS TRUST CO.
Senior Unsecured A-
Subordinated BBB+
PROVIDENT CAPITAL TRUST I, MARYLAND
Preferred Stock BB+
RATINGS AFFIRMED; CREDITWATCH/OUTLOOK ACTION
TO FROM
M&T BANK CORP.
Issuer Credit Rating BBB+/Negative/A-2 BBB+/Stable/A-2
MANUFACTURERS & TRADERS TRUST CO.
WILMINGTON TRUST N.A.
WILMINGTON TRUST CO.
Issuer Credit Rating A-/Negative/A-2 A-/Stable/A-2
SYNOVUS FINANCIAL CORP.
RATINGS AFFIRMED
SYNOVUS BANK
Certificate Of Deposit
Local Currency BBB
SYNOVUS FINANCIAL CORP.
Senior Unsecured BBB-
Subordinated BB+
Preferred Stock BB-
SYNOVUS BANK
Senior Unsecured BBB
Subordinated BBB-
RATINGS AFFIRMED; CREDITWATCH/OUTLOOK ACTION
TO FROM
SYNOVUS FINANCIAL CORP.
Issuer Credit Rating BBB-/Negative/-- BBB-/Stable/--
SYNOVUS BANK
Issuer Credit Rating BBB/Negative/NR BBB/Stable/NR
TRUSTMARK CORP.
RATINGS AFFIRMED
TRUSTMARK CORP.
Subordinated BBB-
RATINGS AFFIRMED; CREDITWATCH/OUTLOOK ACTION
TO FROM
TRUSTMARK CORP.
Issuer Credit Rating BBB/Negative/A-2 BBB/Stable/A-2
TRUSTMARK NATIONAL BANK
Issuer Credit Rating BBB+/Negative/A-2 BBB+/Stable/A-2
VALLEY NATIONAL BANCORP
RATINGS AFFIRMED
VALLEY NATIONAL BANK
Certificate Of Deposit
Local Currency BBB
VALLEY NATIONAL BANCORP
Subordinated BB+
Preferred Stock BB-
RATINGS AFFIRMED; CREDITWATCH/OUTLOOK ACTION
TO FROM
VALLEY NATIONAL BANCORP
Issuer Credit Rating BBB-/Negative/-- BBB-/Stable/--
VALLEY NATIONAL BANK
Issuer Credit Rating BBB/Negative/A-2 BBB/Stable/A-2
VENUS CONCEPT: Granted Continued Listing by Nasdaq Hearings Panel
-----------------------------------------------------------------
Venus Concept Inc. announced that it received a decision from the
Nasdaq Hearings Panel granting its request for continued listing on
the Nasdaq Capital Market, subject to the Company demonstrating
compliance with Nasdaq Listing Rule 5550(b)(1) or any of the
alternative requirements under Nasdaq Listing Rule 5550(b) on or
before May 28, 2024, and certain other conditions.
On May 31, 2023, Nasdaq Listing Qualifications staff issued the
Company a deficiency notice citing that the stockholders' equity as
reported in the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2023, was below the minimum $2,500,000
required for continued listing under Nasdaq Listing Rule
5550(b)(1). On July 17, 2023, the Company submitted to the Nasdaq
Staff a plan to regain compliance with the Minimum Equity
Requirement. On July 28, 2023, the Nasdaq Staff granted an
extension until Nov. 27, 2023 to evidence compliance with the
Minimum Equity Requirement, conditioned upon the Company's
achievement of certain milestones as set forth in the Plan. On
Nov. 28, 2023, the Company received a written notice from the
Nasdaq Staff which described its determination that the Company had
not regained compliance with the Minimum Equity Requirement within
the Plan period. On Dec. 5, 2023, the Company requested a hearing,
which was held on March 5, 2024, staying any delisting pending the
issuance of the Panel's decision. At the Hearing, the Company
presented a comprehensive compliance plan to regain compliance to
the Nasdaq Panel and received the Panel Decision regarding the
Nasdaq Listing Rules on March 20, 2024.
"We are grateful for the opportunity from Nasdaq to continue to
implement our turnaround plan," said Rajiv De Silva, chief
executive officer of Venus Concept. "We look forward to regaining
and maintaining compliance with Nasdaq's continued listing
requirements and executing on our plan to grow the business and
achieve cash flow breakeven."
Venus Concept continues to explore strategic alternatives to
maximize shareholder value as part of the process announced on Jan.
24, 2024. This includes engaging in dialogue with the Company's
existing lenders and investors to find ways to best enable Venus
Concept to achieve its operational and strategic objectives.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Sept. 30,
2023, the Company had $98.92 million in total assets, $110.30
million in total liabilities, and a total stockholders' deficit of
$12.17 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
The Company has had recurring net operating losses and negative
cash flows from operations. As of Sept. 30, 2023 and Dec. 31,
2022, the Company had an accumulated deficit of $250,787,000 and
$224,105,000 respectively, though, the Company was in compliance
with all required covenants as of Sept. 30, 2023, and Dec. 31,
2022. The Company said its recurring losses from operations and
negative cash flows raise substantial doubt about the Company's
ability to continue as a going concern within 12 months from the
date that the unaudited condensed consolidated financial statements
are issued.
The global economy, including the financial and credit markets, has
recently experienced extreme volatility and disruptions, including
increasing inflation rates, rising interest rates, foreign currency
impacts, declines in consumer confidence, and declines in economic
growth. All these factors point to uncertainty about economic
stability, and the severity and duration of these conditions on the
Company's business cannot be predicted, and the Company cannot
assure that it will remain in compliance with the financial
covenants contained within its credit facilities, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
VIEWBIX INC: Brightman Raises Going Concern Doubt
-------------------------------------------------
Viewbix Inc. disclosed in a Form 10-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that Brightman Almagor Zohar & Co, the Company's
auditor since 2012, expressed that there is substantial doubt about
the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm
dated March 25, 2024, Tel Aviv, Israel-based Brightman Almagor
Zohar & Co said, "The Company's non-compliance with its debt
covenants as of December 31, 2023 and the decrease in revenues and
positive cash flows from operations may result in the Company's
inability to repay its debt obligations during the 12-month period
following the issuance date of ITS financial statements. These
conditions raise a substantial doubt about the Company's ability to
continue as a going concern."
The Company experienced a decrease in user traffic acquired from
third party advertising platforms, and consequently in revenues,
for the six months period ended December 31, 2023. As a result of
such decreases, for the year ended December 31, 2023, the Company
generated positive cash flows from operations of $934,000 compared
to positive cash flows from operations of $3,237,000 generated
during the year ended December 31, 2022, and had cash and cash
equivalents and a working capital deficit, as of December 31, 2023,
of $1,774,000 and $1,968,000 respectively. For the year ended
December 31, 2023, the Company reported a net loss of $8,687,000,
compared to a net income of $1,117,000 for the same period in 2022.
In addition, as of December 31, 2023, the Company had short-term
and long-term bank loans amounting to $9,070,000 with which the
Company did not meet its financial debt covenants for the year
ended December 31, 2023.
As of December 31, 2023, the Company had $43,282,000 in total
assets, $24,658,000 million in total liabilities, and $18,624,000
in total equity.
While management expects the Company to continue to generate
positive cash flows from its operations, such a decline may
reasonably result in the Company's inability to repay its debt
obligations during the 12-month period following the issuance date
of these financial statements.
Management's plans include reducing operating expenses, creating
new revenues sources, negotiating with its bank regarding the
Company's loans terms in an effort to provide additional liquidity
and ensure continued compliance with its obligations, and raising
funds in debt or equity capital from various potential investors.
However, there is significant uncertainty whether the Company will
be successful in accomplishing its plans or it will be able to
obtain sufficient funds when needed. Such conditions raise
substantial doubts about the Company's ability to continue as a
going concern.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/3k655e3e
About Viewbix Inc.
Ramat Gan, Israel-based Viewbix is a digital advertising platform
that develops and markets a variety of technological platforms that
automate, optimize and monetize digital online campaigns. Viewbix's
operations were previously focused on analysis of the video
marketing performance of its clients as well as the effectiveness
of their messaging. With the Video Advertising Platform, Viewbix
allowed its clients with digital video properties the ability to
use its platforms in a way that allows viewers to engage and
interact with the video.
VIVAKOR INC: Signs Deal to Acquire Endeavor Entities for $120M
--------------------------------------------------------------
Vivakor, Inc. announced that as of March 21, 2024, it signed a
definitive Membership Interest Purchase Agreement to acquire
Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, including its
subsidiary CPE MidCon, LLC, Equipment Transport, LLC., and Silver
Fuels Processing, LLC , collectively the Endeavor Entities
("Endeavor Entities"), from Jorgan Development, LLC and JBAH
Holdings, LLC. Jorgan is an affiliate of James Ballengee,
Vivakor's CEO.
The Endeavor Entities operate in the midstream segment of the oil
industry, which targets oil logistics, gathering and storage,
including crude oil and produced water trucking and disposal
services, and also operate a crude oil pipeline gathering system
and pipeline injection stations. Vivakor expects to benefit from
the expected synergies these acquisitions will create. In
addition, each of the material businesses have 10-year take or pay
contracts with White Claw Crude, LLC, an affiliate of Jorgan, which
began on Jan. 1, 2024, that provide minimum revenue levels. In the
crude oil and produced water trucking business, the Endeavor Crude,
LLC contract with White Claw Crude, LLC guarantees a volume of
75,000 barrels of crude oil be transported each day. The pipeline
gathering contract with CPE MidCon, LLC guarantees a minimum
pipeline throughput revenue of $200,000 per month. For the to be
acquired SFP injection stations, minimum contract guarantees call
for 200,000 barrels per month of throughput at $0.275 per barrel.
Additionally, SFP is in the process of constructing a new station
located in the Permian Basin that is expected add an additional
30,000 barrels per month for a new minimum of 230,000 barrels per
month.
Under the terms of the MIPA, unanimously approved by the board of
directors of each party, during which vote, James Ballengee recused
himself from voting in his capacity as Chairman of the Board of
Vivakor, upon a successful closing, Vivakor would acquire 100% of
the Endeavor Entities for $120 million, consisting of (i) shares of
Vivakor common stock to be valued at an above market price of $1.00
per share, in an amount to not exceed 19.99% of the total number of
Vivkaor's pre-transaction issued and outstanding shares of common
stock and shall not result in, taking into consideration common
stock presently owned by Jorgan or its related parties, owning in
excess of 49.99% of the common stock issued and outstanding on a
post-closing basis; and (ii) shares of non-voting, 6% cumulative,
Series A convertible preferred stock. Additional contingent
consideration of up to $49 million, payable in Vivakor Series A
convertible preferred stock, will be payable to Jorgan in the event
the Endeavor Entities generate 2024 EBITDA in an amount greater
than $12 million. Conversely, in the event the Endeavor Entities
fail to generate a minimum of $12 million in 2024 EBITDA, up to $49
million of the purchase price consideration paid in the form of
Series A convertible preferred stock will be subject to return by
Jorgan to Vivakor for cancellation.
The closing of the Acquisition, is subject to, among other things
completion of due diligence satisfactory to the parties, delivery
of audited financials for the periods ended Dec. 31, 2022 and 2023
for the Endeavor Entities, Vivakor's receipt of a satisfactory
fairness opinion to the underlying transaction, approval under the
Hart Scott Rodino Act, and other customary closing conditions.
Vivakor is currently targeting the Acquisition to close by the end
of the fiscal quarter ending June 30, 2024.
Vivakor Chairman and CEO James Ballengee commented, "We are excited
to bring all of these operations and assets together under one roof
at Vivakor. We believe there are strong synergies between the
business segments which will allow Vivakor to more completely
capture the value chain, and expect to be able to streamline
operations that should result in significant cost efficiencies. Of
note, the proposed transaction requires no cash, is risk mitigated
due to the 10-year take or pay contracts, and most importantly,
will provide Vivakor with positive free cash-flow to support
on-going growth and current operations. We look forward to moving
this acquisition toward closing by the end of June and will
continue to update our valued shareholders and the financial
community as we move this transaction toward a successful close."
Endeavor Crude, LLC is a interstate crude oil carrier headquartered
in Dallas, Texas and presently operates 132 tractors which are
leased from Meridian Equipment Leasing, LLC. Endeavor Crude, LLC
presently operates in Texas, Louisiana, Oklahoma, New Mexico,
Colorado, and North Dakota.
Equipment Transport, LLC is an active freight carrier which hauls
produced water and other water products for the oil industry and
operates primarily in Texas.
Meridian Equipment Leasing, LLC owns various trucking equipment
which it leases directly to Endeavor Crude, LLC and/or Endeavor
Crude, LLC’s independent owner-operators.
CPE MidCon, LLC operates an approximate 40 mile oil gathering
pipeline, and oil storage and logistics facility in Oklahoma.
Silver Fuels Processing, LLC operates multiple truck pipeline
injection stations located in multiple regions of Texas, New
Mexico, and North Dakota.
Clear Street, LLC acted as Financial Advisor to Vivakor while
Lucosky Brookman LLP served as exclusive legal advisor to Vivakor
on this transaction.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is a clean energy technology
company focused on the oil remediation and natural resources
sectors. Vivakor's corporate mission is to create, acquire,
accumulate, and operate distinct assets, intellectual properties,
and exceptional technologies. Its Silver Fuels Delhi, LLC, and
White Claw Colorado City, LLC subsidiaries include crude oil
gathering, storage, and transportation facilities, which feature
long-term ten year take-or-pay contracts.
Vivakor reported a net loss attributable to the Company of $19.44
million in 2022, a net loss attributable to the company of $5.48
million in 2021, a net loss attributable to the company of $2.18
million in 2020. As of Sept. 30, 2023, the Company had $76.12
million in total assets, $52.21 million in total liabilities, and
$23.90 million in total stockholders' equity.
Vivakor stated in its Quarterly Report for the period ended Sept.
30, 2023, that it has historically suffered net losses and
cumulative negative cash flows from operations, and as of September
30, 2023, it had an accumulated deficit of approximately $62.1
million. As of September 30, 2023 and December 31, 2022, the
Company had a working capital deficit of approximately $19 million
and $3.7 million, respectively. Subsequent to September 30, 2023,
$10 million of the working capital deficit was paid with an
issuance of common stock for a reduction in noted payable to a
related party, of which the Company's CEO is a beneficiary...As of
September 30, 2023, the Company had cash of approximately $1.2
million, and it had obligations to pay approximately $14.4 million
(of which approximately $10 million was satisfied through the
issuance of the Company's common stock under the terms of the debt
subsequent to September 30, 2023) of debt in cash within one year
of the issuance of these financial statements. The Company's CEO
has also committed to provide credit support through December 2024,
as necessary, for an amount up to $8 million to provide the Company
sufficient cash resources, if required, to execute its plans for
the next 12 months. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The Company
believes the liquid assets and CEO commitment give it adequate
working capital to finance its day-to-day operations for at least
12 months through November 2024.
WARFIELD CENTER: Case Summary & Three Unsecured Creditors
---------------------------------------------------------
Debtor: Warfield Center, 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.: 24-12504
Judge: Hon. Maria Ellena Chavez-Ruark
Debtor's Counsel: Michael J. Lichtenstein, Esq.
SHULMAN ROGERS, P.A.
12505 Park Potomac Avenue, Sixth Floor
Potomac, MD 20854
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/HDL7ZOA/Warfield_Center_LLC__mdbke-24-12504__0001.0.pdf?mcid=tGE4TAMA
WARFIELD HISTORIC PROPERTIES: Case Summary & Unsecured Creditors
----------------------------------------------------------------
Debtor: Warfield Historic Properties, 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.: 24-12500
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/JNFMG7Y/Warfield_Historic_Properties_LLC__mdbke-24-12500__0001.0.pdf?mcid=tGE4TAMA
WARFIELD HISTORIC: Case Summary & Three Unsecured Creditors
-----------------------------------------------------------
Debtor: Warfield Historic Quad, 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.: 24-12506
Judge: Hon. Maria Ellena Chavez-Ruark
Debtor's Counsel: Michael J. Lichtenstein, Esq.
SHULMAN ROGERS, P.A.
12505 Park Potomac Avenue, Sixth Floor
Potomac, MD 20854
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/2POBFXI/Warfield_Historic_Quad_LLC__mdbke-24-12506__0001.0.pdf?mcid=tGE4TAMA
WARFIELD PROPERTIES: Case Summary & Three Unsecured Creditors
-------------------------------------------------------------
Debtor: Warfield Properties, 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.: 24-12508
Debtor's Counsel: Michael J. Lichtenstein, Esq.
SHULMAN ROGERS, P.A.
12505 Park Potomac Avenue, Sixth Floor
Potomac, MD 20854
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/ORGD2SQ/Warfield_Properties_LLC__mdbke-24-12508__0001.0.pdf?mcid=tGE4TAMA
WHIDBEY ISLAND PHD: Moody's Cuts Rating on 2013 GOULT Bonds to B1
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Moody's Ratings has downgraded to B1 from Ba3 Whidbey Island Public
Hospital District, WA's (dba Whidbey Health) Unlimited Tax General
Obligation (GOULT) Bonds (Series 2013) affecting about $43.9
million. Concurrently, Moody's downgraded to Caa1 from B3 the
district's Limited Tax General Obligation (GOLT), Series 2009 and
2012, affecting about $11.9 million. The stable outlook has been
removed and the ratings have been placed on review for possible
further downgrade.
The downgrades primarily reflect the hospital's severe and
immediate liquidity challenges that raise the risk of the district
becoming insolvent within months unless the district is able to
secure significant additional liquidity.
The review for downgrade will focus on the district's success, or
lack thereof, in gaining access to additional liquidity and its
implementation of operating adjustments that could lead to greater
long-term stability.
RATINGS RATIONALE
The downgrade of the GOULT bonds to B1 reflects Moody's view of
increased credit risk from the hospital's operations given its
current liquidity challenges, that could rapidly deteriorate even
further with even a minor financial disruption. The rating also
reflects Moody's expectation that debt service for the district's
GOULT bonds will likely continue uninterrupted regardless of the
financial stress of the hospital. The GOULT bonds benefit from an
unlimited tax levy that is collected only for repayment of the
bonds. The rating also incorporates the district's growing tax
base, average wealth and income levels and the stabilizing presence
of Naval Air Station Whidbey Island. Overall Debt liabilities are
relatively modest for a local government and pension liabilities
are minimal.
The downgrade to Caa1 on the GOLT rating reflects the hospital
district's significant drop in liquidity reflected by its very weak
days cash on hand per district provided cash projections that could
go negative starting in the next few months. If the district's
negative cash projections were to materialize it would threaten the
hospital's ability to continue its operations with the possibility
of the district going out of business or becoming insolvent,
leaving the GOLT bonds more exposed to default. The rating reflects
the general credit quality of the hospital district, as well as the
full faith and credit pledge of the district. Governance is a key
rating driver reflecting district management's inability to
effectively manage its operations and cash position.
The three-notch distinction between the GOULT and GOLT bonds
reflects Moody's view that the GOLT bonds are more exposed to the
significant overall operating and enterprise risks of the hospital
district itself. The GOLT bonds are paid through all available
operating revenues, including the "regular" operating levy.
RATING OUTLOOK
The review will focus on the hospital the sufficiency of operating
revenues to meet its near term operating expenses including payroll
and the hospital's ability fail to secure timely additional
liquidity in the near term.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Stabilization of liquidity position
-- Timely repayment of principal and interest on outstanding debt
obligations
-- Ability to implement meaningful revenue enhancements and
expenditure reductions
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Further deterioration of revenue and liquidity to meet current
obligations
-- Default on any outstanding obligations
-- Insolvency or bankruptcy
LEGAL SECURITY
The district's GOULT bonds are backed by an unlimited ad valorem
tax pledge.
The district's GOLT bonds are backed by the district's full faith
and credit, and are paid from all available general operating
revenues, including the operating property tax levy.
PROFILE
Whidbey Island Public Hospital District, doing business as Whidbey
Health, operates a 25 bed critical access hospital, seven satellite
clinics, an ambulance service and a few related other healthcare
services on Whidbey Island in Puget Sound, 65 miles north of
Seattle. The district serves a population of about 86,510 residents
in 2022 (per the American Community Survey) in Island County, WA.
METHODOLOGY
The principal methodology used in this rating was US Special
Purpose District General Obligation Debt Methodology published in
November 2022.
WHITEWATER WHISTLER: S&P Affirms 'BB+' ICR, Alters Outlook to Neg.
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on
WhiteWater Whistler Holdings LLC (WhiteWater Whistler) and revised
the outlook on the company to negative from stable.
S&P said, "At the same time, we affirmed our 'BB+' issue-level
rating and '4' recovery rating on the company's senior secured term
loan. The '4' recovery rating indicates our expectation for average
(30%-50%; rounded estimate: 35%) recovery in a payment default
scenario."
"The negative outlook on WhiteWater Whistler reflects our
expectation that its proportionally consolidated leverage will
remain above 5.5x for about six quarters during construction of Rio
Bravo, before deleveraging when the pipeline comes online in the
second half of fiscal 2026."
WhiteWater Whistler and MPLX L.P. (MPLX) have entered into an
agreement with Enbridge Inc. (Enbridge), whereby Enbridge is
acquiring a 19% equity interest in Whistler Pipeline LLC
(Whistler). To allow for a single pledgor at Whistler, Whistler
intends to create an intermediary entity, WPC Parent LLC (WPC),
between its joint venture (JV) partners. WPC will own 100% of
Whistler.
The Rio Bravo pipeline is a critical piece of infrastructure for
Whistler. It is a natural gas pipeline with capacity to transport
approximately 2.64 billion-cubic-feet per day (Bcf/d) from Agua
Dulce area to NextDecade's Rio Grande liquefied natural gas (LNG)
facility located in South Texas. S&P expects a total cost of
approximately $1.4 billion. Up to 75% of total cost is expected to
be funded through project finance debt at Rio Bravo, which will be
nonrecourse to Whistler. The remaining cost will be funded through
a commitment from Enbridge to fund the first $352 million. Any
contributions thereafter would be funded pro rata to each member's
economic interests. The company expects the run rate EBITDA of Rio
Bravo to be approximately $180 million to $185 million backed by a
20-year MVC contract. S&P believes the acquisition of Rio Bravo
will enhance Whistler's business position when it becomes
operational as the pipeline directly links Whistler's portfolio of
assets to the LNG Corridor in South Texas, which will increase
demand for gas supply from Whistler.
S&P said, "We proportionally consolidate WhiteWater Whistler's
ownership in Whistler and Whistler's subsidiaries in our adjusted
credit metrics. At close, the company will own approximately 50.6%
of Whistler, 35% of ADCC, and 38% of Rio Bravo. We believe the
company has material control of Whistler and Whistler's
subsidiaries and therefore, we proportionally consolidate the
company's ownership stake in Whistler, ADCC, and Rio Bravo.
"Our base-case expectation is for Rio Bravo to be completed on time
and on budget; however, we believe delays or cost overruns are
risks relevant to any new large-scale project. Construction is
expected to begin in the second half of fiscal 2024 and the
pipeline will become operational in the third quarter of fiscal
2026. In general, we do not provide pro forma EBITDA credit for
assets or projects that are currently in construction. We expect
the company's proportionally consolidated leverage will remain
above 5.5x for a period when Rio Bravo funds the construction until
the pipeline comes online and starts generating cash, at which time
the company will deleverage. That said, we do not expect the
company to fund additional growth initiatives through incremental
debt or debt-like instruments that would further deteriorate its
credit metrics and lead to leverage remaining above 5.5x for longer
than anticipated period.
"The negative outlook on WhiteWater Whistler reflects our
expectation that its proportionally consolidated leverage will be
elevated above 5.5x for about six quarters during construction of
Rio Bravo, before deleveraging when the pipeline comes online in
the second half of fiscal 2026. However, we do not expect the
company's leverage will remain above 5.5x over the long term."
S&P could consider a negative rating action if we anticipate
WhiteWater Whistler's proportionally consolidated leverage will
remain above 5.5x at the end of fiscal 2026, which could occur if:
-- The company faces delays or cost overruns with construction of
Rio Bravo, resulting in leverage being elevated for longer than
currently expected period;
-- The company pursues a more aggressive financial policy
including funding growth initiatives through incremental debt or
debt-like instruments; or
-- S&P anticipates a lower-than-anticipated excess cash sweep.
-- S&P could revise the outlook to stable if it anticipates the
company will deleverage below 5.5x and expect its proportionally
consolidated leverage will remain below 5.5x for the long term.
This could be a result of the following:
-- Clear line of sight into completion of the Rio Bravo
construction which leads to increased EBITDA coupled with reduced
capital expenditures and increased free cash flow allocated to debt
repayment, resulting in deleveraging; and
-- S&P expects the company's financial policy is supportive of
maintained proportionally consolidated leverage below 5.5x.
S&P said, "Environmental is a negative consideration in our credit
rating analysis of WhiteWater Whistler, which reflects our view of
its operating subsidiaries. We believe the company is susceptible
to longer-term volume declines from producers because of reduced
demand for hydrocarbons, reduced drilling activity, and the
transition to renewable energy sources." Although Whistler is a
relatively new pipeline and does not have a track record of
material operational issues, it faces other direct environmental
risks related to potential gas leakage and damage to the
environment.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re James Kevin Boyd and Jessica Jones Boyd
Bankr. N.D. Fla. Case No. 24-50039
Chapter 11 Petition filed March 19, 2024
represented by: Michael Wynn, Esq.
WYNN & ASSOCIATED PLLC
In re 231 E 123 LLC
Bankr. S.D.N.Y. Case No. 24-10445
Chapter 11 Petition filed March 19, 2024
See
https://www.pacermonitor.com/view/RZDYW7I/231_E_123_LLC__nysbke-24-10445__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
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Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/Y7MUY6Y/Nivo_1_LLC__cacbke-24-12115__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Global Business Solutions, LLC
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Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/NM6XJJI/Global_Business_Solutions_LLC__canbke-24-50395__0001.0.pdf?mcid=tGE4TAMA
represented by: Teresa T. H. Hung Nguyen, Esq.
LAW OFFICES OF TERESA THU HUONG NGUYEN
E-mail: lsthuhuong@gmail.com
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Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/KZJ2DDI/Babcock_Solutions_LLC__cobke-24-11228__0001.0.pdf?mcid=tGE4TAMA
represented by: Keri L. Riley, Esq.
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E-mail: klr@kutnerlaw.com
In re 249 Broadway NJ, LLC
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Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/XNXY6MA/249_Broadway_NJ_LLC__ilcbke-24-70182__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 2460 Guilford Ave IN, LLC
Bankr. S.D. Ind. Case No. 24-01326
Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/6CVZQBI/2460_Guilford_Ave_IN_LLC__insbke-24-01326__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 5107 Midwood Avenue, LLC
Bankr. D. Md. Case No. 24-12330
Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/AB3DIYI/5107_Midwood_Avenue_LLC__mdbke-24-12330__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 22 St. Andrews Pl Corp
Bankr. E.D.N.Y. Case No. 24-41178
Chapter 11 Petition filed March 20,2 024
See
https://www.pacermonitor.com/view/UYEKQ3Q/22_St_Andrews_Pl_Corp__nyebke-24-41178__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Giovanni Culotta
Bankr. E.D.N.Y. Case No. 24-41173
Chapter 11 Petition filed March 20, 2024
represented by: Gregory Flood, Esq.
In re Clean & Fresh Cleaning Service, LLC
Bankr. E.D.N.C. Case No. 24-00926
Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/R5YQCPY/Clean__Fresh_Cleaning_Service__ncebke-24-00926__0001.0.pdf?mcid=tGE4TAMA
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
In re Goldenrod LLC
Bankr. N.D. Tex. Case No. 24-30778
Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/FT5XOOY/GOLDENROD_LLC__txnbke-24-30778__0001.0.pdf?mcid=tGE4TAMA
represented by: Ikenna Emeruem, Esq.
EMERUEM LAW FIRM
E-mail: ikemeruem@ikemlaw.com
In re Perfectos Cigar Lounge, Inc.
Bankr. M.D. Fla. Case No. 24-01376
Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/GF5TC3I/Perfectos_Cigar_Lounge_Inc__flmbke-24-01376__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re Christian's Place, Inc.
Bankr. M.D. Ga. Case No. 24-50411
Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/VWJAZYY/Christians_Place_Inc__gambke-24-50411__0001.0.pdf?mcid=tGE4TAMA
represented by: Wesley J. Boyer, Esq.
BOYER TERRY LLC
E-mail: Wes@BoyerTerry.com
In re Medici Urgent Care and Wellness Center, LLC
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Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/365UQOQ/Medici_Urgent_Care_and_Wellness__ganbke-24-52950__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael D Robl, Esq.
ROBL LAW GROUP LLC
E-mail: michael@roblgroup.com
In re Jamar Mamon
Bankr. S.D. Ind. Case No. 24-01379
Chapter 11 Petition filed March 21, 2024
In re Rise The Town LLC
Bankr. D. Md. Case No. 24-12367
Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/SYHJAMI/Rise_The_Town_LLC__mdbke-24-12367__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 119 Boulder Street, LLC
Bankr. E.D.N.Y. Case No. 24-41181
Chapter 11 Petition filed March 20, 2024
See
https://www.pacermonitor.com/view/SO22C5I/119_Boulder_Street_LLC__nyebke-24-41181__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Almaz Transportation Inc.
Bankr. E.D.N.Y. Case No. 24-41195
Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/W4EMQZQ/Almaz_Transportation_Inc__nyebke-24-41195__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Davy Schneider Persaud
Bankr. E.D.N.Y. Case No. 24-41201
Chapter 11 Petition filed March 21, 2024
In re Power of God Cathedral
Bankr. E.D.N.Y. Case No. 24-41193
Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/WEBUMPA/POWER_OF_GOD_CATHEDRAL__nyebke-24-41193__0001.0.pdf?mcid=tGE4TAMA
represented by: Christal Cammock, Esq.
CHRISTAL A CAMMOCK PC
E-mail: christal@cammocklaw.com
In re The kerri Wilson Foundation LLC
Bankr. W.D.N.Y. Case No. 24-10294
Chapter 11 Petition filed March 21, 2024
See
https://www.pacermonitor.com/view/SVOF5RY/The_kerri_Wilson_Foundation_LLC__nywbke-24-10294__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Plant Bae, LLC
Bankr. M.D. Ala. Case No. 24-30639
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/CKTSGEY/Plant_Bae_LLC__almbke-24-30639__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul D. Esco, Esq.
PAUL D. ESCO, ATTORNEY AT LAW, LLC
E-mail: paul.esco@aol.com
In re Bradley Scott Wilson and Sylenia Belle Wilson
Bankr. N.D. Ala. Case No. 24-40333
Chapter 11 Petition filed March 22, 2024
represented by: Tameria Driskill, Esq.
In re PB Riverfront Revitalization of Jacksonville, LLC
Bankr. M.D. Fla. Case No. 24-00821
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/5NNBDHQ/PB_Riverfront_Revitalization_of__flmbke-24-00821__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Flowers by Emily, Inc.
Bankr. D. Kan. Case No. 24-20312
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/4UENEPY/Flowers_by_Emily_Inc__ksbke-24-20312__0001.0.pdf?mcid=tGE4TAMA
represented by: Erlene W. Krigel, Esq.
KRIGEL & KRIGEL, PC
In re Diamond Eagle Taxes, Inc.
Bankr. E.D.N.Y. Case No. 24-41252
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/L7537EY/Diamond_Eagle_Taxes_Inc__nyebke-24-41252__0001.0.pdf?mcid=tGE4TAMA
represented by: James J. Rufo, Esq.
LAW OFFICE OF JAMES J. RUFO
E-mail: jrufo@jamesrufolaw.com
In re Diamond Eagle Agency, LLC
Bankr. E.D.N.Y. Case No. 24-41247
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/K5PWFBQ/Diamond_Eagle_Agency_LLC__nyebke-24-41247__0001.0.pdf?mcid=tGE4TAMA
represented by: James J. Rufo, Esq.
LAW OFFICE OF JAMES J. RUFO
E-mail: jrufo@jamesrufolaw.com
In re Mr. Big Dreams, Inc.
Bankr. E.D.N.Y. Case No. 24-41242
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/FV7PNEY/Mr_Big_Dreams_Inc__nyebke-24-41242__0001.0.pdf?mcid=tGE4TAMA
represented by: James J. Rufo, Esq.
LAW OFFICE OF JAMES J. RUFO
E-mail: jrufo@jamesrufolaw.com
In re PageCo., Inc.
Bankr. E.D.N.Y. Case No. 24-41241
Chapter 11 Petition filed March 22, 2024
See
https://www.pacermonitor.com/view/EAWUQBI/PageCo_Inc__nyebke-24-41241__0001.0.pdf?mcid=tGE4TAMA
represented by: James J. Rufo, Esq.
LAW OFFICE OF JAMES J. RUFO
E-mail: jrufo@jamesrufolaw.com
In re Ike's Air Condition, Inc.
Bankr. W.D. Tex. Case No. 24-50460
Chapter 11 Petition filed March 24, 2024
See
https://www.pacermonitor.com/view/RGJC6IA/Ikes_Air_Condition_Inc__txwbke-24-50460__0001.0.pdf?mcid=tGE4TAMA
represented by: H. Anthony Hervol, Esq.
LAW OFFICE OF H. ANTHONY HERVOL
E-mail: hervol@sbcglobal.net
In re Fountain Vu LLC
Bankr. M.D. Fla. Case No. 24-01426
Chapter 11 Petition filed March 25, 2024
See
https://www.pacermonitor.com/view/ZH4GMXQ/Fountain_Vu_LLC__flmbke-24-01426__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re A All-Safe Safe and Lock, Inc.
Bankr. S.D. Fla. Case No. 24-12820
Chapter 11 Petition filed March 25, 2024
See
https://www.pacermonitor.com/view/KD3JBTI/A_All-Safe_Safe_and_Lock_Inc__flsbke-24-12820__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian K. McMahon, Esq.
BRIAN K. MCMAHON, PA
E-mail: briankmcmahon@gmail.com
In re Affordable Pool & Spa Inc.
Bankr. E.D. Mich. Case No. 24-30559
Chapter 11 Petition filed March 25, 2024
See
https://www.pacermonitor.com/view/YJN2TRA/Affordable_Pool__Spa_Inc__miebke-24-30559__0001.0.pdf?mcid=tGE4TAMA
represented by: George E. Jacobs, Esq.
BANKRUPTCY LAW OFFICES
E-mail: george@bklawoffice.com
In re Imperiuos Corporation
Bankr. E.D.N.Y. Case No. 24-71117
Chapter 11 Petition filed March 24, 2024
See
https://www.pacermonitor.com/view/FPQZKQA/Imperiuos_Corporation__nyebke-24-71117__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re R.E.X., Inc.
Bankr. S.D. W.Va. Case No. 24-30096
Chapter 11 Petition filed March 24, 2024
See
https://www.pacermonitor.com/view/247SBXY/REX_Inc__wvsbke-24-30096__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
E-mail: jcaldwell@caldwellandriffee.com
In re Henry George Brennan and Lisa Anne Brennan
Bankr. C.D. Cal. Case No. 24-10717
Chapter 11 Petition filed March 24, 2024
represented by: Michael Totaro, Esq.
In re Stephen Mark Giorgianni
Bankr. M.D. Fla. Case No. 24-01424
Chapter 11 Petition filed March 25, 2024
represented by: Kenneth Herron, Esq.
In re Timothy Hugh Dials
Bankr. S.D. Ohio Case No. 24-51079
Chapter 11 Petition filed March 25, 2024
*********
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