/raid1/www/Hosts/bankrupt/TCR_Public/240423.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, April 23, 2024, Vol. 28, No. 113
Headlines
1500 W HIGHLAND: Voluntary Chapter 11 Case Summary
15918 MERRILL: Voluntary Chapter 11 Case Summary
530 DONELSON: Court OKs Interim Cash Collateral Access
AB INTERNATIONAL: Incurs $495K Net Loss in Second Quarter
ACCORD LEASE: William Avellone Named Subchapter V Trustee
APPLIED DNA: All Four Proposals Approved at Special Meeting
ARCUTIS BIOTHERAPEUTICS: David Topper Holds 7,500 Stock Options
ARTICO COLD: Court OKs Cash Collateral Access Thru May 17
ASPEN CHAPEL: June 10 Disclosure Statement Hearing Set
ATHABASCA MINERALS: Court Approves Reorganization, TSX Delisting
ATLAS LITHIUM: Mitsui & Co. Reports 12.8% Equity Stake
ATLAS PURCHASER: $128MM Bank Debt Trades at 40% Discount
ATLAS PURCHASER: $26MM Bank Debt Trades at 85% Discount
ATLAS PURCHASER: $86MM Bank Debt Trades at 66% Discount
AUDACY CAPITAL: $770MM Bank Debt Trades at 46% Discount
AUSTIN GRADY: Wins Interim Cash Collateral Access
BABCOCK SOLUTIONS: Court OKs Final Cash Collateral Access
BAONANAS LLC: Seeks Cash Collateral Access
BEST HOME: Seeks Cash Collateral Access Thru May 31
BEST OF THE WEST: Case Summary & 20 Largest Unsecured Creditors
BIJOU HILL: Court OKs Deal on Cash Collateral Access Thru June 17
BLUE STAR: Sells $300K Promissory Note, $138K Convertible Note
CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 21% Discount
CBD LEWIS: Voluntary Chapter 11 Case Summary
CHRISTIAN HOMES: Fitch Lowers Issuer Default Rating to 'C'
CITY BREWING: $850MM Bank Debt Trades at 32% Discount
CLUBCORP HOLDINGS: S&P Upgrades ICR to 'CCC+', Outlook Negative
COCO SUSHI: Aleida Martinez Molina Named Subchapter V Trustee
CONNEXA SPORTS: Allows Warrants Sale by Investor to Morgan Capital
CONVERGEONE HOLDINGS: Proskauer & Gray Reed Advise Excluded Lenders
CORLEY NISSAN: U.S. Trustee Says Disclosures Inadequate
CREPERIE D AMOUR: Matthew Brash Named Subchapter V Trustee
CRUSH WINE: Court OKs Cash Collateral Access Thru Aug 31
CURIA GLOBAL: S&P Affirms 'CCC+' ICR, Outlook Negative
DELTA HOLDCO: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
DIGITAL MEDIA: Widens Net Loss to $122.7 Million in 2023
DING TRANS: Plan Exclusivity Period Extended to September 9
DIRECTBUY HOME: Unsecured to Get Share of Beneficial Trust Interest
DISTRIBUIDORA NARANJITO: Lender Seeks to Prohibit Cash Access
DOMINION MEDICAL: 89% Markdown for Princeton Capital's $1.5MM Loan
EAGLE LEDGE: Court OKs Cash Collateral Access on Final Basis
EL CASTILLO RETIREMENT: Fitch Affirms 'BB+' Issuer Default Rating
ELENAROSE CAPITAL: Seeks to Extend Plan Exclusivity to June 17
ESCAPE VELOCITY: $135MM Bank Debt Trades at 19% Discount
EXPRESS INC: Case Summary & 30 Largest Unsecured Creditors
EXPRESS INC: Files Chapter 11 to Facilitate Sale
FARADAY FUTURE: Receives Nasdaq Listing Non-Compliance Letter
FCA CONSTRUCTION: Wins Interim Cash Collateral Access
FORGE INNOVATION: Simon & Edward Raises Going Concern Doubt
FORMING MACHINING: $60MM Bank Debt Trades at 40% Discount
FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 20% Discount
FREEDOM PLUMBERS: Seeks Cash Collateral Access Thru July 27
FUTURE FINTECH: Fortune CPA Raises Going Concern Doubt
FYE SPORTS: Sylvia Mayer Named Subchapter V Trustee
G.H. REID: Unsecured Claims to be Paid 100% in Plan
GALLERIA 2425: NBK Proposes Plan of Liquidation
GAMIDA CELL: Chapter 15 Case Summary
GARDEN STATE: Seeks Cash Collateral Access
GOTO GROUP: $958.9MM Bank Debt Trades at 24% Discount
GREATER LIBERTY: Court OKs Cash Collateral Access Thru April 30
GRUPO HIMA: Seeks to Extend Plan Exclusivity to May 15
GUILLERMO'S LLC: Brad Odell of Mullin Named Subchapter V Trustee
H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 31% Discount
H-FOOD HOLDINGS: $415MM Bank Debt Trades at 31% Discount
H-FOOD HOLDINGS: $515MM Bank Debt Trades at 31% Discount
HARVARD APPARATUS: Inks Deal to Sell $1.5M Worth of Common Shares
HEPION PHARMACEUTICALS: Grassi & Co. Raises Going Concern Doubt
HIGHLANDS GROUP: Case Summary & 20 Largest Unsecured Creditors
HORNBLOWER HOLDCO: S&P Withdraws 'D' ICR After Chapter 11 Filing
HUSKEMAW OPTICS: Case Summary & 20 Largest Unsecured Creditors
IAMGOLD CORP: S&P Ups ICR to 'B-' on Cote Gold Project Completion
ICU MEDICAL: Fitch Alters Outlook on 'BB' LongTerm IDR to Negative
INTEGRITY TIRE: Unsecureds Will Get 1.93% of Claims in Plan
INVO BIOSCIENCE: M&K CPAs Raises Going Concern Doubt
JINZHENG GROUP: Unsecureds Owed $643K to Get Share of AP Proceeds
KNIGHT HEALTH: $450MM Bank Debt Trades at 58% Discount
LERETA LLC: $250MM Bank Debt Trades at 21% Discount
LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 57% Discount
LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 28% Discount
LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 30% Discount
MAGENTA BUYER: $750MM Bank Debt Trades at 74% Discount
MCMULLEN CONSTRUCTION: Court OKs Cash Access on Final Basis
MEGNA PACIFIC: Voluntary Chapter 11 Case Summary
MIDWEST PHYSICIAN: $730MM Bank Debt Trades at 24% Discount
MOBIVITY HOLDINGS: M&K CPAs Raises Going Concern Doubt
MORAVIAN MANORS: Fitch Affirms BB+ Rating on $17MM Facilities Bonds
MORVATT ENTERPRISES: Court Approves Disclosure Statement
MOUNT HERMON: Court OKs Interim Cash Collateral Access
NANOSTRING TECHNOLOGIES: Asset Sale Proceeds to Fund Plan
NASHVILLE SENIOR: Seeks to Extend Plan Exclusivity to May 13
NATURAL DISASTER: Updates Class 2 Secured Claims Pay Details
NEKTAR THERAPEUTICS: Back in Compliance With Nasdaq Listing Rule
NEW HAMPSHIRE AVENUE: Public Sale Auction Set for June 5
NEW HAVEN: Unscureds Owed $110K to Get Paid From Sale of Assets
NEW WAY MACHINE: Voluntary Chapter 11 Case Summary
NGUYEN RAINBOW: Tom Howley of Howley Law Named Subchapter V Trustee
OCUGEN INC: Ernst & Young Raises Going Concern Doubt
OMNIQ CORP: Launches Customer Site, Device Management App
ORIGINCLEAR INC: Reports $11.6 Million Net Loss in 2023
PECF USS: $2BB Bank Debt Trades at 28% Discount
PHYSICIAN PARTNERS: $600MM Bank Debt Trades at 31% Discount
PLV ELECTRIC: Brian Hofmeister Named Subchapter V Trustee
PLV ELECTRIC: Court OKs Cash Collateral Access Thru May 9
PRECISION ANESTHESIA: Creditors to Get Proceeds From Liquidation
QUEST SOFTWARE: $2.81BB Bank Debt Trades at 30% Discount
RATH RACING: Case Summary & Five Unsecured Creditors
RED DOOR MANAGEMENT: Files Emergency Bid to Use Cash Collateral
REGAL PRESS: Court OKs Cash Collateral Access Thru June 20
REMSLEEP HOLDINGS: Fruci & Associates II Raises Going Concern
RIBBON COMMUNICATIONS: S&P Assigns 'B-' ICR on New Debt Refinancing
RISKON INTERNATIONAL: Faces Nasdaq Delisting Due to Many Violations
RODGERS COMPANIES: Areya Holder Aurzada Named Subchapter V Trustee
RRG INC: Wins Cash Collateral Access Thru May 30
SCIENTIFIC ENERGY: Centurion ZD CPA & Co Raises Going Concern Doubt
SKY DEVELOPMENT: David Madoff Named Subchapter V Trustee
SKYX PLATFORMS: Reduces Royalty Payment to GE Trademark by $400K
SPORTS INTERIORS: Wins Cash Collateral Access Thru June 30
STONY POINT: Court OKs Cash Collateral Access Thru June 7
SYNAPSE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
SYNAPSE FINANCIAL: Tabapay to Buy Assets After Chapter 11 Filing
T&R TRANSPORT: Seeks Cash Collateral Access
THERMOGENESIS HOLDINGS: Marcum LLP Raises Going Concern Doubt
TIJUANA FLATS: New Ownership Group Acquires Brand
TPT GLOBAL: Errors Found in Previously Filed Financial Reports
TREMONT CHICAGO: Voluntary Chapter 11 Case Summary
TYSONS JEWELRY: Seeks Cash Collateral Access Thru June 30
US LIGHTING: GBQ Partners Raises Going Concern Doubt
VIVAKOR INC: Lowers Net Loss to $10.7 Million in 2023
VIVO TECHNOLOGIES: Has Deal on Cash Collateral Access
WASTEQUIP LLC: S&P Downgrades ICR to 'CCC', Outlook Developing
WHEEL PROS: $1.18BB Bank Debt Trades at 22% Discount
WINDSOR HOTEL: Court OKs Interim Cash Collateral Access
WINDTREE THERAPEUTICS: EisnerAmper Raises Going Concern Doubt
WISA TECHNOLOGIES: Strikes Fifth WiSA E Licensing Deal
WISCONSIN & MILWAUKEE HOTEL: Court OKs Cash Access Thru April 30
WOOF HOLDINGS: $235MM Bank Debt Trades at 48% Discount
[^] Large Companies with Insolvent Balance Sheet
*********
1500 W HIGHLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 1500 W Highland, LLC
1500 W Highland Ave
San Bernardino, CA 92411
Business Description: 1500 W Highland is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)). The Debtor owns a
building lot valued at $1.2 million,
based on broker's opinion.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-12152
Judge: Hon. Mark D. Houle
Debtor's Counsel: James Mortensen, Esq.
SOCAL LAW GROUP, PC
2855 Michelle Drive 120
Irvine CA 92606
Tel: 213-387-7414
Email: pimmsno1@aol.com
Total Assets: $1,200,000
Total Liabilities: $701,021
The petition was signed by Yolanda V. Gonzalez, as manager.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/S52OLDY/1500_W_Highland_LLC__cacbke-24-12152__0001.0.pdf?mcid=tGE4TAMA
15918 MERRILL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 15918 Merrill, LLC
6607 Clara St. Unit 328
Bell CA 90201
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-13084
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: James Mortensen, Esq.
SOCAL LAW GROUP, PC
2855 Michelle Drive 120
Irvine CA 92606
Tel: 213-387-7414
Email: pimmsno1@aol.com
Total Assets: $1,300,000
Total Liabilities: $1,066,741
The petition was signed by Yolanda V. Gonzalez as manager.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LZMSYMQ/15918_Merrill_LLC__cacbke-24-13084__0001.0.pdf?mcid=tGE4TAMA
530 DONELSON: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, authorized John McLemore, the Chapter 11
trustee of 530 Donelson, LLC, to use cash collateral on an interim
basis.
It was announced in open court that no party objected to the
limited relief of John C. McLemore using $6,000 of FirstBank's cash
collateral to pay for the appraisal of the Debtor's real estate,
which was performed by Huber & Lamb Appraisal Group, Inc. It was
further announced that all remaining issues regarding the Cash
Collateral Motion would be heard on April 24, 2024.
John C. McLemore is authorized to use cash collateral to pay Huber
& Lamb Appraisal Group, Inc. for the appraisal performed thereby.
The remaining issues regarding cash collateral raised within Mr.
Ghodasara's Response to the Cash Collateral Motion will be heard
with the other matters set for hearing in the case on April 24,
2024.
A copy of the order is available at https://urlcurt.com/u?l=O58OOC
from PacerMonitor.com.
About 530 Donelson, LLC
530 Donelson, LLC in Gallatin, TN, filed its voluntary petition for
Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-00879) on
March 14, 2024, listing $0 in assets and $10,494,142 in
liabilities. Eric Lowman as managing member, signed the petition.
Judge Randal S. Mashburn oversees the case.
DUNHAM HILDEBRAND, PLLC serve as the Debtor's legal counsel.
AB INTERNATIONAL: Incurs $495K Net Loss in Second Quarter
---------------------------------------------------------
AB International Group Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form
10-Q reporting a net loss of $494,919 on $385,253 of total revenue
for the three months ended Feb. 29, 2024, compared to a net loss of
$1.06 million on $298,439 of total revenue for the three months
ended Feb. 28, 2023.
For the six months ended Feb. 29, 2024, the Company reported a net
loss of $451,319 on $1.19 million of total revenue, compared to a
net loss of $2.27 million on $535,251 of total revenue for the six
months ended Feb. 28, 2023.
As of Feb. 29, 2024, the Company had $1.79 million in total assets,
$1.28 million in total liabilities, and $505,452 in total
stockholders' equity.
As of Feb. 29, 2024, the Company had an accumulated deficit of
approximately $12.8 million and a working capital deficit of
approximately $0.7 million. For the six months ended February 29,
2024, the Company incurred a net loss and the net cash used in
operating activities was approximately $40,000.
AB International said, "The continuation of the Company as a going
concern is dependent upon the continued financial support from its
stockholders or external financing. Management believes the
existing stockholders will provide the additional cash to meet the
Company's obligations as they become due. However, there is no
assurance that the Company will be successful in securing
sufficient funds to sustain the operations. These factors, among
others, raise the substantial doubt regarding the Company's ability
to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1605331/000166357724000113/abqq10q2_022924.htm
About AB International
Headquartered in Mt. Kisco, NY, AB International Group Corp. is an
intellectual property (IP) and movie investment and licensing firm,
focused on acquisitions and development of various intellectual
property, including the acquisition and distribution of movies.
ACCORD LEASE: William Avellone Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 11 appointed William Avellone of
Chartered Management as Subchapter V trustee for Accord Lease,
Inc.
Mr. Avellone will be paid an hourly fee of $375 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Avellone declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
William B. Avellone
Chartered Management
10 South Riverside Plaza, Suite 875
Chicago, IL 60606
Tel: (312) 273-4004
Email: bill.avellone@charteredmgt.com
About Accord Lease
Accord Lease, Inc. is into automotive equipment rental and leasing
business. The company is based in Bloomingdale, Ill.
Accord Lease sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05152) on April 9,
2024, with $1 million to $10 million in both assets and
liabilities. Igor Tsapar, president, signed the petition.
J. Kevin Benjamin, Esq., at Benjamin Legal Services represents the
Debtor as bankruptcy counsel.
APPLIED DNA: All Four Proposals Approved at Special Meeting
-----------------------------------------------------------
Applied DNA Sciences, Inc. held a special meeting of stockholders
during which the stockholders:
(1) approved, in accordance with Nasdaq Listing Rule 5635(d),
the
issuance to certain holders of common stock purchase warrants
in connection with a private placement;
(2) approved, in accordance with Nasdaq Listing Rule 5635(d),
the
repricing of certain of the Company's common stock purchase
warrants;
(3) approved the grant to the Board of Directors discretionary
authority to amend the Company's certificate of
incorporation,
as amended, to effect a reverse stock split of common stock,
at a ratio in the range from one-for-five to one-for-fifty,
with such specific ratio to be determined by the Company's
Board of Directors following the Special Meeting; and
(4) approved an amendment to the Company's 2020 Equity Incentive
Plan to increase the number of authorized shares of common
stock reserved for issuance by 4,000,000 shares.
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing and commercializing technologies
to produce and detect deoxyribonucleic acid ("DNA") and ribonucleic
acid ("RNA"). Using polymerase chain reaction ("PCR") to enable
the production and detection of DNA and RNA, the Company currently
operate in three primary business markets: (i) the enzymatic
manufacture of synthetic DNA for use in the production of nucleic
acid-based therapeutics (including biologics and drugs) and,
through its recent acquisition of Spindle , the development and
sale of a proprietary RNA polymerase ("RNAP") for use in the
production of mRNA therapeutics; (ii) the detection of DNA and RNA
in molecular diagnostics and genetic testing services; and (iii)
the manufacture and detection of synthetic DNA for industrial
supply chain security services.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 7,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Applied DNA stated in its Quarterly Report for the period ended
Dec. 31, 2023, that it has recurring net losses. The Company
incurred a net loss of $1,130,281 and generated negative operating
cash flow of $3,757,679 for the three-month period ended December
31, 2023. These factors raise substantial doubt about the
Company's ability to continue as a going concern for one year from
the issuance of these financial statements. The ability of the
Company to continue as a going concern is dependent on its ability
to further implement its business plan, raise capital, and generate
revenues. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a
going concern.
ARCUTIS BIOTHERAPEUTICS: David Topper Holds 7,500 Stock Options
---------------------------------------------------------------
David Joseph Topper, the chief financial officer of Arcutis
Biotherapeutics, Inc., filed a Form 3 Report with the U.S.
Securities and Exchange Commission, disclosing direct beneficial
ownership of stock options to purchase 7,500 shares of the
Company's common stock.
These stock options are fully vested and exercisable until December
18, 2033, at a price of $2.54 per share.
About Arcutis
Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) -- www.arcutis.com --
is a commercial-stage medical dermatology company that champions
meaningful innovation to address the urgent needs of individuals
living with immune-mediated dermatological diseases and conditions.
With a commitment to solving the most persistent patient
challenges in dermatology, Arcutis has a growing portfolio
including two FDA approved products that harness our unique
dermatology development platform coupled with our dermatology
expertise to build differentiated therapies against biologically
validated targets. Arcutis' dermatology development platform
includes a robust pipeline with multiple clinical programs for a
range of inflammatory dermatological conditions including scalp and
body psoriasis, atopic dermatitis, and alopecia areata.
Los Angeles, California-based Ernst & Young LLP, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Feb. 27, 2024, citing that the Company has not yet met
a requirement under its loan agreement to raise capital by April 1,
2024, has recurring losses from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
ARTICO COLD: Court OKs Cash Collateral Access Thru May 17
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Artico Cold Storage Chicago LLC to use
cash collateral, on an interim basis, in accordance with the
budget, through May 17, 2024.
Wintrust Bank, N.A. asserts an interest in the Debtor's cash
collateral.
The Debtor stipulates that the Wintrust Prepetition Debt as of
March 18, 2024, is not less than approximately $1.9 million and
constitutes the legal, valid and binding obligation of the Debtor,
enforceable in accordance with the terms of the Wintrust Loan
Documents.
As adequate protection, the Lender is granted Replacement Liens and
security interests on the Debtor's property and assets, whether now
owned or hereafter acquired by the Debtor. The Adequate Protection
Liens will be in an amount equal to the Diminution Amount and will
be deemed properly perfected upon the entry of the Order without
the necessity of any physical delivery, recordation, or further
act.
To the extent the adequate protection of the interests of the
Lender in the Wintrust Prepetition Collateral granted proves
insufficient, the Lender will be granted a super-priority
administrative claim under 11 U.S.C. Sections 503(b), 507(a), and
507(b) for the amount by which the Adequate Protection Lien proves
inadequate. The 507(b) Claim will have priority over all other
costs and expenses of the kind specified in or ordered pursuant to
Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), or 726
of the Bankruptcy Code except for fees owed to the United States
Trustee pursuant to 28 U.S.C. Section 1930 or the fees and expenses
of the Clerk of the Court.
A continued hearing on the matter is set for May 15 at 1:15 p.m.
A copy of the order is available at https://urlcurt.com/u?l=xwqI5l
from PacerMonitor.com.
About Artico Cold Storage Chicago
Artico Cold Storage Chicago, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-04371) on March 26, 2024, with $1 million to $10 million in both
assets and liabilities.
Judge Deborah L. Thorne presides over the case.
William J. Factor, Esq., represents the Debtor as legal counsel.
ASPEN CHAPEL: June 10 Disclosure Statement Hearing Set
------------------------------------------------------
Judge Michael E. Romero has entered an order that an in person
hearing to consider the adequacy of and to approve the Disclosure
Statement of The Aspen Chapel will be held at 3:00 p.m. on Monday,
June 10, 2024, in Courtroom C, U.S. Bankruptcy Court, U.S. Custom
House, 721 19th Street, Denver, Colorado.
Objections to the Disclosure Statement will be filed and served on
or before May 15, 2024.
About The Aspen Chapel
The Aspen Chapel, doing business as Aspen Chapel of the Prince of
Peace, sought Chapter 11 bankruptcy protection (Bankr. D. Colo.
Case No. 22-11531) on May 3, 2022. In the petition filed by
Virginia C. Newton, as chair of the Board of Trustees, The Aspen
Chapel listed up to $10 million in assets and up to $500,000 in
liabilities.
The case is assigned to Judge Michael E. Romero.
Jeffrey Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor PC
and Foster Graham Milstein & Calisher, LLP serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
ATHABASCA MINERALS: Court Approves Reorganization, TSX Delisting
----------------------------------------------------------------
Athabasca Minerals Inc. on April 19 disclosed that it has applied
to delist its common shares from the TSX Venture Exchange. The
delisting is being pursued in accordance with the terms of the
subscription agreement between the Corporation and Badger Mining
Corporation dated February 9, 2024, whereby, among other things,
Badger will acquire all of the Common Shares. The Transaction is
subject to, and has been approved by, an order of the Court of
King's Bench of Alberta under the Bankruptcy and Insolvency Act,
which order has been granted following an application held the
morning of April 19, 2024.
The Transaction is expected to close on or before April 29, 2024,
and is subject to certain conditions, including, but not limited
to, closing requirements set forth in the Agreement. A copy of the
Agreement is available on Athabasca's SEDAR+ profile at
www.sedarplus.ca.
The Common Shares are currently suspended from trading on the TSXV
and, in connection with the reorganization of the Corporation under
the BIA as a result of the Transaction (including the Corporation's
application to cease to be a reporting issuer), the TSXV will
proceed to delist the Common Shares due to the Corporation's
failure to maintain the Exchange Requirements of the TSXV. It is
expected that the delisting will be effective at the close of
trading on April 24, 2024. The TSXV is expected to issue a
bulletin to this effect on April 22, 2024. The Common Shares are
also quoted on the OTC Pink Market. Concurrent with the delisting
from the TSXV, the Corporation expects that the Common Shares will
be delisted from the OTC Pink Market.
As part of the Transaction, each outstanding Common Share will be
transferred to a newly incorporated entity and cancelled in
exchange for one common share of ResidualCo and Badger will be
issued 1,000 Common Shares, such that Badger will become the sole
shareholder of Athabasca and the former Athabasca shareholders will
own all of the shares of ResidualCo in the same proportion to their
prior shareholdings of Athabasca, all as more particularly set
forth in the Agreement. The purchase price pursuant to the
Transaction is approximately CAD $29.2 million, which amount will
also be transferred to ResidualCo in accordance with the terms and
conditions of the Agreement and the order of the Court. The gross
proceeds of the Transaction will be used by ResidualCo, under the
direction of KSV Restructuring Inc., in its capacity as the
Corporation's proposal trustee, to satisfy the Corporation's
obligations and liabilities to its secured and unsecured creditors
(whose claims and encumbrances will be transferred to and assumed
by ResidualCo). Following the satisfaction and discharge of all
such transferred obligations and liabilities, and the final payment
of professional fees associated with the Transaction, any residual
value will be distributed to the shareholders of ResidualCo (being
the former shareholders of the Corporation) and the ResidualCo
shares will thereafter be cancelled. The timing of any potential
disbursement to shareholders of ResidualCo cannot be confirmed but
is anticipated to take several months.
In connection with the Transaction, the Corporation is applying to
the applicable Canadian securities regulatory authorities to cease
to be a reporting issuer in each Canadian jurisdiction in which it
is a reporting issuer and expects to cease being a reporting issuer
promptly following the closing of the Transaction.
About Athabasca Minerals Inc.
Athabasca (TSXV: AMI) is an integrated industrial minerals company
focused on the production and delivery of frac sand to Canada and
the United States. Athabasca also operates aggregate operations in
Western Canada and maintains the largest platform for buying,
selling, and transporting of aggregates through its 100% owned
technology platform, AMI RockChain.
ATLAS LITHIUM: Mitsui & Co. Reports 12.8% Equity Stake
------------------------------------------------------
Mitsui & Co., Ltd. disclosed in a Schedule 13D Report filed with
the U.S. Securities and Exchange Commission that as of April 4,
2024, it beneficially owned 1,871,250 shares of Atlas Lithium
Corporations's common stock, representing 12.8% of the shares
outstanding, calculated based on an estimated 14,640,831 shares of
the common stock, par value $0.001 per share of Atlas Lithium
outstanding, which includes (i) 12,769,581 shares outstanding as of
March 27, 2024, as reported in the Company's Annual Report on Form
10-K for the year ended December 31, 2023, filed with the
Securities and Exchange Commission on March 27, 2024, plus (ii)
1,871,250 shares issued to Mitsui & Co., Ltd. on April 4, 2024.
A full-text copy of the Report is available at
https://tinyurl.com/2s3pcfwd
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.
ATLAS PURCHASER: $128MM Bank Debt Trades at 40% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 60.4
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $128 million Term loan facility is scheduled to mature on May
18, 2028.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
ATLAS PURCHASER: $26MM Bank Debt Trades at 85% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 15
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $26 million Term loan facility is scheduled to mature on May
18, 2028.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
ATLAS PURCHASER: $86MM Bank Debt Trades at 66% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 34.3
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $86 million Payment-in-kind Term loan facility is scheduled to
mature on May 18, 2028.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
AUDACY CAPITAL: $770MM Bank Debt Trades at 46% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Audacy Capital Corp
is a borrower were trading in the secondary market around 53.7
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $770 million Term loan facility is scheduled to mature on
November 18, 2024. About $630.5 million of the loan is withdrawn
and outstanding.
Audacy Capital Corp. owns and operates radio stations. The Company
focuses on sports, news, and music and entertainment. Audacy
Capital produces, co-produces, and co-promotes events across
markets, including concerts, multi-day musical festivals, speaker
series, trade shows, and sports-related events.
AUSTIN GRADY: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Austin Grady Builders, LLC to use cash collateral, on an interim
basis, in accordance with the budget, with a 15% variance.
As adequate protection, B:Side Capital and any other party
asserting an interest in the Debtor's cash collateral will be
granted a post-petition lien on all post-petition accounts
receivable and income derived from the operation of the business
and assets, to the extent that the use of the cash results in a
decrease in the value of the Secured Creditors' interest in the
collateral pursuant to 11 U.S.C. Section 361(2). All replacement
liens will hold the same relative priority to assets as did the
pre-petition liens.
The Debtor will keep all of the Secured Creditors' collateral fully
insured.
A final hearing on the matter is set for May 14, 2024.
A copy of the order is available at https://urlcurt.com/u?l=9y7ntn
from PacerMonitor.com.
About Austin Grady Builders
Austin Grady Builders, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-11698) on
April 8, 2024, with $50,001 to $100,000 in assets and $500,001 to
$1 million in liabilities.
Judge Joseph G. Rosania Jr. presides over the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. represents
the Debtor as legal counsel.
BABCOCK SOLUTIONS: Court OKs Final Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Babcock Solutions, LLC to use cash collateral on a final basis, in
accordance with the budget.
As adequate protection of the U.S. Small Business Administration's
interest and any other party asserting an interest in the Debtor's
cash, cash equivalents, accounts, and accounts receivable,
interests in cash collateral proposed to be used by the Debtor in
accordance with the Budget:
a. The Debtor will provide the Secured Creditors with a
post-petition lien on all post-petition accounts receivable and
income derived from the operation of the business and assets, to
the extent that the use of the cash results in a decrease in the
value of the Secured Creditors' interest in the collateral pursuant
to 11 U.S.C. Section 361(2). All replacement liens will hold the
same relative priority to assets as did the pre-petition liens;
b. The Debtor will only use cash collateral in accordance with the
Budget, subject to a deviation on line item expenses not to exceed
15% without the prior agreement of the Secured Creditors or an
order of the Court:
c. The Debtor will keep all of the Secured Creditors' collateral
fully insured;
d. The Debtor will provide the Secured Creditors with a complete
accounting, on a monthly basis, of all revenue, expenditures, and
collections through the filing of the Debtor's Monthly Operating
Reports; and
e. The Debtor will maintain in good repair all of the Secured
Creditors' collateral.
The Debtor's use of cash collateral will continue until the earlier
of:
1) July 31,2024, unless otherwise extended by the Debtor through
the filing of a new budget with notice to secured creditors;
2) conversion of the Debtor's case to a case under Chapter 7; or
3) entry of an Order terminating the Debtor's use of cash
collateral.
A copy of the order is available at https://urlcurt.com/u?l=ZFcLOq
from PacerMonitor.com.
About Babcock Solutions, LLC
Babcock Solutions, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-11228-KHT) on
March 20, 2024. In the petition signed by Andrew Babcock, managing
member, the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Kimberly H. Tyson oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley PC, represents
the Debtor as legal counsel.
BAONANAS LLC: Seeks Cash Collateral Access
------------------------------------------
Baonanas LLC asks the U.S. Bankruptcy Court for the District of New
Jersey for authority to use cash collateral and provide adequate
protection.
The Debtor owes pre-petition payroll taxes, which it seeks to cure
through the Chapter 11 case.
Based upon the Interim Monthly Budget, the Debtor requires the use
of $28,964 per month for ordinary business expenses including
payroll for its Employees.
During the month period set forth in the Interim Monthly Budget,
the Debtor anticipates gross revenues of approximately $53,400.
The Debtor projects monthly disposable income of $8,416 per month
in its Interim Monthly Budget.
Over the last couple of years, the Restaurant's sales have
declined, while simultaneously its operational costs have gone up
dramatically.
The Debtor has attempted to reduce the Restaurant's operational
costs, including by shutting down the Restaurant's New York City
location in July 2023. However, the Debtor has consistently fallen
behind on its obligations.
This has resulted the Debtor's various defaults on its obligations,
as well as the Debtor falling into arrears on its pre-petition tax
obligations.
The Debtor filed the case on an emergent basis to prevent liens or
levies on the Restaurant's operations resulting from those
defaults.
The Debtor's Secured Creditors are NYBDC Local Development
Corporation dba Pursuit Community Finance, Jersey City Economic
Development Corporation, U.S. Small Business Administration,
Webbank d/b/a TOAST, and Blue Ridge Bank (Honeybook).
Between June 2022 and August 2022, the Debtor entered into a number
of agreements with Secured Creditors and incurred debt totaling
approximately $600,000.
The Secured Creditors are adequately protected by the equity
cushion in the Debtor's future net, disposable income, and by the
guarantys held by the Secured Creditors against third party
non-debtors.
As adequate protection per Local Rule 4001-3(a)(2)(B), the Debtor
offers Secured Creditors replacement liens, nunc pro tunc to the
Petition Date, a replacement perfected security interest under 11
U.S.C. Section 361(a) to the extent that Secured Creditors' cash
collateral is used by the Debtor, to the extent and with the same
priority in the Debtor's post-petition collateral, and proceeds
thereof, that Secured Creditors held in the Debtor's pre-petition
collateral.
A copy of the motion is available at https://urlcurt.com/u?l=V7fGW1
from PacerMonitor.com.
About Baonanas LLC
Baonanas LLC operates a restaurant / café that specializes in
banana pudding, and which also sells sandwiches and coffee from its
storefront, offers corporate and wedding catering, wholesale
product sales to other restaurants and cafes, and offers pop-up
events.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-13390) on Apr. 1, 2024,
listing under $1 million in both assets and liabilities.
Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, PC serves
as the Debtor's counsel.
BEST HOME: Seeks Cash Collateral Access Thru May 31
---------------------------------------------------
Best Home Healthcare Network, Inc. asks the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, for
authority to use cash collateral and provide adequate protection,
through May 31, 2024.
The Debtor requires use of its post-petition receipts to pay rent,
employees, supplies, materials, insurance, and other necessary
expenses associated with and necessary for the operation of its
business.
The Debtor's assets consisting of cash deposits, security deposits,
accounts receivables, equipment, tools, office furniture and
furnishings and general intangibles the market value of which less
than $300,000.
The creditors may assert a security interest in and to the assets
of the Debtor are Bluevine Inc., Samson MCA LLC, Byzfunder NY LLC
DBA Byzfunder, Fundfi Merchant Funding, LLC, RBLX Funding, American
Choice Capital LLC.
As and for adequate protection for the interests of the Bluevine,
Samson, Byzfunder, Fundfi, RBLX and American Choice, and other lien
claimants in the Collateral, the Debtor proposes that:
(a) Bluevine, Samson, Byzfunder, Fundfi, RBLX and American Choice
and any other lien claimants will be granted valid and perfected
replacement liens in and to post-petition cash collateral and all
post-petition property of the Debtor of the same type or kind
substantially equivalent to the pre-petition Collateral (excepting
avoidance actions of the estate) to the same extent and with the
same priority as held pre petition; and,
(b) Insurance will be maintained on the Collateral.
A hearing on the matter is set for April 24, 2024 at 9 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=xo81RG
from PacerMonitor.com.
About Best Home Healthcare Network, Inc.
Best Home Healthcare Network, Inc. is an in-home health care
service provider in the State of Illinois.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05556) on April 16,
2024. In the petition signed by Iqbal Shariff, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C., represents the
Debtor as legal counsel.
BEST OF THE WEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Best of the West Productions, LLC
115 West Yellowstone Avenue
Cody, WY 82414
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 24-20142
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Bradley T. Hunsicker, Esq.
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
2120 Carey Avenue, Suite 101
Cheyenne, WY 82001
Tel: 307-778-8178
Email: bhunsicker@markuswilliams.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chase Myers, Chief Operating Officer of
BOTW Holdings, LLC.
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/DJFDYJQ/Best_of_the_West_Productions_LLC__wybke-24-20142__0001.0.pdf?mcid=tGE4TAMA
BIJOU HILL: Court OKs Deal on Cash Collateral Access Thru June 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Bijou Hill Dairy, Inc. to continue using cash collateral in
accordance with its agreement with Farmers Bank, through June 17,
2024.
The Debtor and the Bank have conferred and agreed to a further
extension of the Debtor's temporary authority to use cash
collateral pursuant to the Agreed Order dated November 27, 2023.
Moreover, the Bank and the Debtor have stipulated to vacate and
continue the April 29, 2024 evidentiary hearing on the Debtor's
continued use of cash collateral to a date closer to the new
expiration date of June 17, 2024, not to conflict with the American
Bankruptcy Institute conference dates of June 12, 2024 through June
14, 2024.
The April 29, 2024 evidentiary hearing on the Debtor's continued
use of cash collateral is vacated and rescheduled to June 17, 2024,
at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=jMuGui
from PacerMonitor.com.
About Bijou Hill Dairy
Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with
$3,650,705 in total assets and $4,486,904 in total liabilities.
Larry Pearson, president, signed the petition.
Judge Michael E. Romero oversees the case.
Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's
legal counsel.
BLUE STAR: Sells $300K Promissory Note, $138K Convertible Note
--------------------------------------------------------------
Blue Star Foods Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company entered into a
securities purchase agreement with Hart Associates, LLC, pursuant
to which the Company issued to Hart a promissory note in the
principal amount of $300,000. In connection with the issuance of
the Hart Note the Company issued 500,000 shares of its restricted
common stock to Hart. The Hart Note will have a one-time interest
payment of $50,000 payable on the maturity date of May 15, 2024,
which can be extended up to 90 days. The proceeds from the sale of
the Hart Note are for general working capital.
The Company may prepay the Hart Note at any time without penalty.
Any failure on the Company's part to comply with the material terms
of the Hart Note will be considered an event of default and the
principal sum of the Hart Note will increase by 20% of the
outstanding owed balance for each subsequent 30 days it remains in
default.
The Diagonal Note
On April 16, 2024 the Company issued to 1800 Diagonal Lending LLC,
a convertible promissory note in the principal amount of $138,000
which had an original issue discount of $23,000. The Diagonal Note
has a one-time interest payment of $26,220 paid upon issuance and a
maturity date of Jan. 15, 2025. The proceeds from the sale of the
Diagonal Note are for general working capital.
Upon the occurrence of an event of default as described in the
Diagonal Note, the Diagonal Note will become immediately due and
payable at a default interest rate of 150% of the then outstanding
principal amount of the Diagonal Note. Additionally Diagonal will
have the right to convert all or any part of the outstanding and
unpaid amount of the Diagonal Note into fully paid and
non-assessable shares of the Company's common stock at a conversion
price of 61% of the Market Price as described in the Diagonal
Note.
So long as the Company has any obligation under the Diagonal Note,
the Company shall not, without Diagonal's written consent, sell,
lease or otherwise dispose of any significant portion of its assets
outside the ordinary course of business. The Company will reserve
from its authorized and issued common stock a sufficient number of
shares to provide for the issuance of shares upon the full
conversion of the Diagonal Note.
About Blue Star Foods
Based in Miami, Florida, Blue Star Foods Corp. --
https://bluestarfoods.com -- is an international sustainable marine
protein company based in Miami, Florida that imports, packages and
sells refrigerated pasteurized crab meat, and other premium seafood
products. The Company's main operating business, John Keeler &
Co., Inc. was incorporated in the State of Florida in May 1995.
The Company's current source of revenue is importing blue and red
swimming crab meat primarily from Indonesia, Philippines and China
and distributing it in the United States and Canada under several
brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First
Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon
and rainbow trout fingerlings produced under the brand name Little
Cedar Farms for distribution in Canada.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 21% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Carnival PLC is a
borrower were trading in the secondary market around 78.8
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The EUR755.5 million Term loan facility is scheduled to mature on
December 17, 2032. About EUR597.2 million of the loan is withdrawn
and outstanding.
Carnival PLC owns and operates cruise ships. The Company offers
cruise vacations in North America, Continental Europe, the United
Kingdom, South America, and Australia.
CBD LEWIS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: CBD Lewis, LLC
33 Crown Place
Richardson, TX 75080
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-31148
Debtor's Counsel: Robert T. DeMarco, Esq.
DEMARCO MITCHELL, PLLC
12770 Coit Road, Suite 850
Dallas TX 75251
Tel: (972) 991-5591
E-mail: robert@demarcomitchell.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Charlotte Stephens as managing member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OKYXLXY/CBD_LEWIS_LLC__txnbke-24-31148__0001.0.pdf?mcid=tGE4TAMA
CHRISTIAN HOMES: Fitch Lowers Issuer Default Rating to 'C'
----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating to 'C' from
'CCC+' of Illinois Christian Horizons, formerly known as Christian
Homes, Inc. (CH). Fitch has also downgraded approximately $24
million series 2021A and 2021B bonds and $66.690 million series
2016 and 2018 outstanding bonds previously issued through various
authorities on behalf of CH to 'C' from 'CCC+".
Entity/Debt Rating Prior
----------- ------ -----
Christian Homes,
Inc. (IL) LT IDR C Downgrade CCC+
Christian Homes,
Inc. (IL) /General
Revenues/1 LT LT C Downgrade CCC+
The 'C' rating primarily reflects Fitch's belief that default,
including debt restructuring is imminent. CH stopped making monthly
principal and interest payments to the bond trustee in February of
2024 due to financial stress. Cash burn has been high with
liquidity depleting to $4 million (18 days cash on hand [DCOH]) on
Dec. 31, 2023 from $12 million (43 DCOH) on June 30, 2023. Fitch
expects CH will restructure its debt over the Rating Outlook
period.
The majority of bondholders have formed a restricted group. While
the trustee has sufficient funds to make the semi-annual bond
payment of approximately $4.3 million in principal and interest on
May 15, 2024, it is unclear if the payment will be made in full or
in part. On March 26, 2024, $5.3 million in net proceeds from the
sale of a Program of All-Inclusive Care for the Elderly facility
were deposited with the bond trustee. In addition to these funds,
the trustee holds approximately $9.7 million in various other funds
including debt service reserve fund (DSRF) and P&I funds.
SECURITY
The bonds are secured by a pledge of gross revenues, first lien
mortgage and security interest in the facilities, and a DSRF.
KEY RATING DRIVERS
Revenue Defensibility - 'bb'
Sizable Multi-Campus Senior Living Provider
The weak revenue defensibility assessment reflects soft demand
across several campuses in generally weak markets with
predominantly shrinking populations and median household incomes
below state and national averages. The obligated group (OG)
includes four life plan communities in Illinois, two in Indiana,
one in Missouri and one in Iowa. Within the OG CH has 355
independent living (IL) units, 270 assisted living units, and 579
licensed skilled nursing beds.
Historically, demand has been somewhat soft at CH, with IL
occupancy in the mid 80% range over the past several years and at
75% at the end of December of 2023. Occupancy in the other areas of
care have been similarly soft, fluctuating between 60% and the low
80% range over the past several years.
Overall, CH has a demonstrated history of regular fee and rate
increases, and according to Zillow data, CH's typical entrance fee
is affordable relative to prevailing housing prices in CH's
separate market areas.
Operating Risk - 'b'
Persistent Cash Burn
Despite the reduction in skilled nursing facility (SNF) beds to 579
from 1,193, and modest abatement of labor pressure, operating
performance is weak. CH continues to burn cash at an average rate
of approximately $1.3 million per month based on the operating loss
from June of 2023 through December of 2023. The cash burn rate for
the second quarter of 2024 is higher than the $1.2 million cash
burn rate per month for the same period of the prior fiscal year.
Without continued contributions from outside the OG, Fitch expects
CH to reach insolvency within the Outlook period.
Financial Profile - 'b'
Critically Weak Liquidity
As of Dec. 31, 2023, CH had unrestricted cash and investments of
approximately $4 million (compared to an average of $54 million
from 2017 through 2021), resulting in cash-to-adjusted debt of 15%
(compared to an average of 68% from 2017 through 2021). CH does not
have sufficient unrestricted cash on hand to meet its current debt
service obligations.
Asymmetric Additional Risk Considerations
While Fitch continues to have concerns regarding CH's Management
and Governance, it is the imminence of default, not this asymmetric
risk factor, that is the primary driver of the downgrade to 'C'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Default (including partial payment) or debt restructuring will
result in a rating change to 'D'.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive rating action is unlikely over the Outlook period.
However, the rating may remain at 'C' if CH continues to sell
non-obligated holdings to fund debt service payments.
PROFILE
CH is a large senior living system that operates facilities in
Illinois, Indiana, Iowa and Missouri. CH's parent company changed
the organization's brand name to Christian Horizons in January
2017. Fitch's analysis is based upon CH's OG, which includes five
facilities with 344 IL units, 270 AL units and 579 SNF beds. Total
OG operating revenue equaled approximately $100 million in fiscal
2023.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
CITY BREWING: $850MM Bank Debt Trades at 32% Discount
-----------------------------------------------------
Participations in a syndicated loan under which City Brewing Co LLC
is a borrower were trading in the secondary market around 67.8
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $850 million Term loan facility is scheduled to mature on April
5, 2028. The amount is fully drawn and outstanding.
City Brewing Company, LLC operates as a brewery company. The
Company produces beverages by contract, including beer, malts,
teas, and energy drinks.
CLUBCORP HOLDINGS: S&P Upgrades ICR to 'CCC+', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on ClubCorp
Holdings Inc. (doing business as Invited Inc.) to 'CCC+' from 'SD'
(selective default) with a negative outlook.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating to Invited's recently issued $100 million first-lien
revolver due March 2026 and $1.2 billion first-lien term loan due
September 2026 (both mature in August 2025 if more than $42.5
million of unsecured notes remain outstanding at that time). We
also assigned a '2' recovery rating (70%-90%; rounded estimate:
75%). Our issue-level rating on the 8.50% unsecured notes remains
at 'D' because of the risk of further repurchases below par."
The negative outlook reflects the possibility that Invited could
pursue another distressed exchange or restructuring to address its
upcoming first-lien or second-lien maturities, whether they occur
in 2025 or 2026. S&P said, Under S&P's current base-case
assumptions, it believes the capital structure cannot be supported
at current cash pay interest rates without a PIK interest
component. Also, the company's high debt levels could be
unsustainable due to high interest expense and large required
capital expenditure (capex) to support the maintenance and growth
of its business; this could leave Invited susceptible to an
inadvertent operating misstep, an unsupportive macroeconomic
environment, or an unexpected severe pullback in golf rounds played
or food and beverage (F&B) demand.
Although the series of transactions in 2023 addressed the company's
2024 maturity wall, S&P still views its capital structure as
unsustainable and risk remains for further distressed exchanges or
restructurings.
The company continues to potentially face material outstanding debt
maturities in 2025 unless it reduces the outstanding amount of
unsecured notes below $42.5 million. About $76 million in unsecured
notes remain outstanding, which will cause the $1.2 billion
first-lien term loan to mature on Aug. 16, 2025, unless the
outstanding notes balance is reduced before that date. It is our
understanding that Invited still has approximately $46.5 million in
restricted cash to be used to reduce the 2025 unsecured notes,
which partially mitigates the risk of the maturity wall in 2025.
S&P said, "However, given Invited's sponsor control by Apollo and
the company's track record of distress exchanges, we cannot rule
out the pursuit of another distressed exchange or restructuring to
address upcoming maturities. Despite the fact that Invited has
enough restricted cash on hand to pay down the outstanding
unsecured notes below $42.5 million, we continue to believe its
capital structure is unsustainable and Invited's EBITDA base may
not be able to cover its fixed cash charges at current interest
rates without a payment-in-kind (PIK) interest component,
increasing the risk of some form of restructuring on its first-lien
and second-lien debt, which we may view as a tantamount to a
default.
"Under our base case, we expect high S&P Global Ratings
lease-adjusted leverage in the mid-7x area in 2024, due to a modest
increase in gross margins and a reduction in one time selling,
general, and administrative (SG&A) expenses related to professional
and refinancing fees, potentially improving to the low-7x area in
2025. We add the financing obligation from sale-leaseback
transactions in our measure of leverage as well as outstanding
amounts under the $75 million receivables sales agreement because
we view these as debt-like obligations. In addition, we add the
recent initiation deposit liability settlement with the state of
California to our measure of adjusted debt. Currently, the Texas
litigation matter on initiation deposits remains outstanding and
may have an adverse effect to our forecast credit measures
depending upon the outcome of the case. Our measure of adjusted
EBITDA does not include the nonrefundable initiation fee adjustment
or other one-time expenses captured in the company's covenant
measure of EBITDA."
S&P expects continued growth in revenue and EBITDA as Invited
continues to capitalize on strong golf demand.
Invited continues to execute its premiumization pricing strategy at
its golf and country clubs, and it reported strong revenue in 2023.
In addition, its F&B revenue continues to recover. Invited's member
retention has held steady despite some planned attrition over the
past year due to the premiumization strategy, which involves
raising its dues at the expense of lower-dues-paying members. S&P
said, "In addition, we expect its member retention will remain
stable despite plans for further increases in its dues this year to
combat the effects of inflation and from repositioned clubs. We
expect Invited will continue to increase revenues as consumers
value experiences over consumer goods, with sustained strong demand
in golf. Golf demand in terms of rounds played remained strong,
according to the National Golf Foundation and Golf Datatech, and
was up 4.2% for 2023 compared to 2022. While January 2024 rounds
were down mid-teens percentage year over year due to weather,
February 2024 rounds were up mid-single-digits percent, and we
believe engagement remains strong for the sport. In 2024 and 2025,
we expect low-single-digit percent growth in revenue supported by
sustained demand in golf and as Invited continues to benefit from
its capital intensive premiumization strategy of its clubs."
S&P views Invited's liquidity as less than adequate over the next
12-18 months.
In December 2023, the company amended its credit facility to
replace its existing $130 million revolver with a new $100 million
revolver, which matures in March 2026. S&P said, "However, we
continue to believe the company would likely be unable to absorb
low-probability adversities, given its high capital requirements,
near-term refinancing needs, and current limited $30 million
revolver availability due to $70 million outstanding standby
letters of credit as of Dec. 31, 2023. In addition, we view its
standing in the credit markets as poor because of recently
completed distressed exchanges and its remaining notes are
currently trading at high yields."
Golf is a mature industry, with meaningful barriers to entry.
Invited has a diverse network of owned and leased properties that
would be difficult to replicate, creating meaningful barriers to
entry in the markets in which it operates. This consideration is
partly offset by the mature demand for golf, which we believe
limits the potential for organic growth in the company's golf
clubs. In addition, S&P also views Invited's Business & Sports
segment (about 11% of total club revenue in 2023 and 2022) as more
vulnerable because of low barriers to entry, competing alternative
venues, and intense price competition.
S&P's M&G assessment of negative reflects deficiencies in
management and governance that increase credit risk for Invited.
S&P said, "This reflects our view of deficiencies in the company's
protection of creditor interests, as evidenced by the recently
completed distressed exchange, a high risk of further distressed
exchanges on the remaining 2025 senior notes, and potential future
restructurings to address its remaining maturities in 2026. It also
reflects the company's majority ownership by financial sponsor
Apollo, for which we generally observe corporate decision-making
that prioritizes the interests of the controlling owners and a
focus on maximizing shareholder returns.
"The negative outlook reflects the possibility that Invited could
pursue another distressed exchange or restructuring to address its
upcoming first-lien or second-lien maturities, whether they occur
in 2025 or 2026. Under our current base-case assumptions, we
believe the capital structure cannot be supported at current cash
pay interest rates without a PIK interest component. Also, the
company's high debt levels could be unsustainable due to high
interest expense and large required capex to support the
maintenance and growth of its business, which could leave it
susceptible to an inadvertent operating misstep, an unsupportive
macroeconomic environment, or an unexpected severe pullback in golf
rounds played or F&B demand.
"We could lower the rating if we believe that Invited will likely
pursue another distressed exchange, bankruptcy, or default in some
other form over the subsequent 12 months.
"We could revise the outlook to stable or positive if Invited
addressed its upcoming maturities without the use of a distressed
exchange and if we believe they can maintain adequate liquidity."
S&P could also raise the rating if Invited:
-- Exhibits strong member retention and good EBITDA growth;
-- Reduces S&P's measure of its leverage to below 7.5x;
-- Generates sustained positive free cash flow;
-- Has adequate liquidity; and
-- Maintains EBITDA coverage of interest expense above 1.5x.
COCO SUSHI: Aleida Martinez Molina Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aleida Martinez Molina,
Esq., as Subchapter V trustee for Coco Sushi, LLC.
Ms. Molina will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Molina declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aleida Martinez Molina, Esq.
2121 NW 2nd Avenue, Suite 201
Miami, FL 33127
Telephone: (305) 297-1878
Email: Martinez@subv-trustee.com
About Coco Sushi
Coco Sushi, LLC is a Japanese restaurant in Miami Fla., which
conducts business under the name Sushi Garage.
Coco Sushi filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13421) on April 9,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Jonas Millan, manager, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
CONNEXA SPORTS: Allows Warrants Sale by Investor to Morgan Capital
------------------------------------------------------------------
Connexa Sports Technologies Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on April 15, 2024, it
acknowledged and agreed to the entrance into a warrant purchase
agreement by a certain institutional investor and Morgan Capital
LLC pursuant to which the Holder sold warrants to purchase (i)
169,196 shares of the common stock of the Company, $0.001 par value
per share, originally exercisable at an exercise price of $1.90
exercisable for a period of 5.5 years from Oct. 11, 2023 and (ii)
9,944,406 shares of the Company's common stock originally
exercisable at an exercise price of $0.294 exercisable for a period
of 5.5 years from Dec. 6, 2023, for an aggregate total of
10,113,602 warrants, whose exercise price has, subject to receipt
of shareholder approval, been reset to $0.16, to Morgan for
$2,500,000 in cash.
Pursuant to the WPA, the Holder agreed that upon receipt of the
Purchase Price, the obligation of Slinger Bag Americas Inc., a
Delaware subsidiary of the Company to, within 10 Business Days of
the six month anniversary of the Waiver, Warrant Amendment and
Second Loan and Security Modification Agreement between the Holder
and the Company dated Feb. 21, 2024 (as previously disclosed in a
current report on Form 8-K dated Feb. 21, 2024 (the "WWASLSMA")),
pay in cash to the Holder the difference, if any, between (i) $6
million and (ii) the combined gross proceeds to be realized by the
Holder from its sale of the Company's common stock issued pursuant
to (a) conversions of the note (which as of April 18, 2024 (the
date hereof) has been fully converted into shares of the Company's
common stock) and (b) exercises of the Warrants shall be terminated
and of no further effect and force. In addition, pursuant to the
WPA, the Holder agreed that upon receipt of the Purchase Price from
Morgan, the obligation of SBA to maintain an escrow account with
its counsel in the amount of no less than $2,000,000 shall be
terminated and of no further effect and force. The Holder further
agreed that any and all liens and security interests of the Holder
in any and all of the property of the Company and the Guarantors
(as such terms are defined in the WWASLSMA) shall be automatically
released and terminated, including without limitation, any liens
and security interests evidenced by Uniform Commercial Code
financing statements upon Holder's receipt of the Purchase Price
from Morgan.
Other than as described in the previous paragraph, the WWASLSMA
remains in effect, including, but not limited to, the Company's
obligation to seek shareholder approval to reduce the exercise
price of the Warrants to $0.16.
About Connexa Sports
Headquartered in Windsor Mill, Maryland, Connexa Sports --
www.connexasports.com -- is a connected sports company delivering
products, technologies, and services across a range of activities
in sports. Connexa's mission is to reinvent sports through
technological innovation driven by an unwavering focus on today's
sports consumer.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Sept. 14, 2023, citing that the Company suffered an
accumulated deficit of $(151,750,610), net loss of $(71,153,685)
and a negative working capital of $(18,775,991). These matters
raise substantial doubt about the Company's ability to continue as
a going concern.
The Company has an accumulated deficit of $154,607,884 as of Jan.
31, 2024, and more losses are anticipated in the development of the
business. Accordingly, the Company said, there is substantial
doubt about the Company's ability to continue as a going concern.
CONVERGEONE HOLDINGS: Proskauer & Gray Reed Advise Excluded Lenders
-------------------------------------------------------------------
The law firms Proskauer Rose LLP and Gray Reed & McGraw LLP filed
an initial verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure to disclose that in the Chapter 11
cases of ConvergeOne Holdings, Inc. and certain of its
subsidiaries, the law firms represent the Ad Hoc Group of Excluded
Lenders.
The Ad Hoc Group was formed by certain unaffiliated holders (each,
a "Member" and collectively, "Excluded Lenders") of the Debtors'
first lien term loan under that certain First Lien Term Loan Credit
Agreement, dated as of January 4, 2019 (as amended by Amendment No.
1 dated as of March 14, 2019 and Amendment No. 2 dated as of
December 17, 2021, and as further amended, modified, supplemented,
and/or restated, the "Credit Agreement"), by and among ConvergeOne
Holdings Inc., as borrower, PVKG Intermediate Holdings Inc., as
holdings, Deutsche Bank AG New York Branch, as administrative agent
and collateral agent, and certain lenders from time to time party
thereto.
In April 2024, the Excluded Lenders retained Proskauer to represent
them in connection the Debtors' chapter 11 cases. At the same time,
the Excluded Lenders retained Gray Reed to serve as their Texas
counsel with respect to the chapter 11 cases and all related
matters.
Counsel represent only the Members of the Ad Hoc Group of Excluded
Lenders. Counsel do not represent any other entities in connection
with the Debtors' chapter 11 cases. Counsel do not represent the
Excluded Lenders as a "committee" (as such term is used in the
Bankruptcy Code and Bankruptcy Rules) and do not undertake to
represent the interests of, and are not fiduciaries for, any
creditor, party in interest, or other entity that has not signed a
retention agreement with Counsel.
Counsel do not represent the interests of, and are not fiduciaries
for, any creditor, party in interest, or other entity that has
terminated its prior retention of Counsel. In addition, the
Excluded Lenders do not represent or purport to represent any other
entities in connection with the Debtors' chapter 11 cases. Each of
the Excluded Lenders does not represent the interests of, nor act
as a fiduciary for, any person or entity other than itself in
connection with the Debtors' chapter 11 cases.
The Ad Hoc Group of Excluded Lenders' address and the nature and
amount of disclosable economic interests held in relation to the
Debtors are:
1. Canaras Capital Management, LLC
1540 Broadway, Suite 1630
New York, NY 10036-0012
* $9,633,077.94
2. Cerberus Capital Management, L.P.
11812 San Vicente Blvd, Suite 300
Los Angeles, CA 90049
* $23,036,221.00
3. Ellington CLO Management LLC
711 Third Avenue
New York, NY 10017
* $6,027,633.23
4. Livello Capital Management
104 West 40th Street 19th Fl
New York, NY 10018
* $5,921,287.60
5. Palmer Square Capital Management
1900 Shawnee Mission Pkwy, #315
Mission Woods, KS 66205
* $55,551,285.79
6. Steele Creek Investment Management
201 S. College St, Suite 1690
Charlotte, NC 28244
* 25,753,024.50
Counsel to the Ad Hoc Group of Excluded Lenders:
GRAY REED
Jason S. Brookner, Esq.
1300 Post Oak Blvd., Suite 2000
Houston, Texas 77056
Telephone: (713) 986-7000
Facsimile: (713) 986-7100
Email: jbrookner@grayreed.com
- and –
PROSKAUER ROSE LLP
David M. Hillman, Esq.
Michael T. Mervis, Esq.
Eleven Times Square
New York, NY 10036-8299
Telephone: (212) 969-3000
Facsimile: (212) 969-2900
Email: dhillman@proskauer.com
mmervis@proskauer.com
- and –
PROSKAUER ROSE LLP
Peter J. Young, Esq.
Steve Y. Ma, Esq.
2029 Century Park East, Suite 2400
Los Angeles, California 90067-3010
Telephone: (310) 284-4542
Facsimile: (310) 557-2193
Email: pyoung@proskauer.com
sma@proskauer.com
About ConvergeOne Holdings
ConvergeOne Holdings, Inc., operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
ConvergeOne Holdings and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 24-90194) on April 4, 2024, with $1 billion to $10 billion in
assets and liabilities.
Judge Christopher M. Lopez presides over the cases.
White & Case LLP is the Debtors' legal counsel. Evercore Group LLC
is the Debtors' investment banker, and AlixPartners, LLP, is
therestructuring advisor. EPIQ Bankruptcy Solutions is the claims
agent.
Porter Hedges LLP, and Gibson, Dunn & Crutcher LLP advise the first
lien lenders.
CORLEY NISSAN: U.S. Trustee Says Disclosures Inadequate
-------------------------------------------------------
The United State Trustee objects to approval of the Disclosure
Statement to Debtors' Joint Plan of Reorganization Dated Feb. 29,
2024 , filed Feb. 29, 2024, by debtors DM & KC, LLC ("Landlord")
and Corley Nissan, LLC ("Dealership").
The U.S. Trustee asserts that the Disclosure Statement lacks
information. The U.S. Trustee notes that, among other things:
* The Disclosure Statement omits the numerous fraud lawsuits
against Dealership and its insiders.
* The Disclosure Statement does not identify any significant
post-bankruptcy events.
* It does not discuss Debtors' relationships with affiliates,
particularly Ed Corley Sr., Debtors' majority owner, and whose
surplus the Plan would commit to funding Dealership's payments to
creditors. There is no discussion of fraudulent, preferential, or
other voidable transfers.
* The liquidation analysis is incomplete and inaccurate.
About Corley Nissan
Corley Nissan is an automotive dealer in Gallup, New Mexico.
Corley Nissan, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.M. Case No. 23-10975) on Oct 31, 2023,
listing $50,001 to $100,000 in assets and $1,000,001 to $10 million
in liabilities.
Judge Robert H Jacobvitz oversees the case.
Christopher M Gatton, Esq. at Giddens & Gatton Law, P.C., is the
Debtor's counsel.
CREPERIE D AMOUR: Matthew Brash Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 11 appointed Matthew Brash of Newpoint
Advisors Corporation as Subchapter V trustee for Creperie D Amour,
Inc.
Mr. Brash will be paid an hourly fee of $395 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brash declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Matthew Brash
Newpoint Advisors Corporation
655 Deerfield Road, Suite 100-311
Deerfield, IL 60015
Tel: (847) 404-7845
Email: mbrash@newpointadvisors.us
About Creperie D Amour
Creperie D Amour Inc., doing business as Paris Bistro, owns and
operates a restaurant business in Naperville, Ill.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05158) on April 9,
2024, with $231,539 in assets and $1,517,684 in liabilities.
Jonathan Santos, president, signed the petition.
Judge Donald R. Cassling presides over the case.
Penelope Bach, Esq., at Bach Law Offices represents the Debtor as
bankruptcy counsel.
CRUSH WINE: Court OKs Cash Collateral Access Thru Aug 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Crush Wine, LLC to use cash collateral, on a final basis, in
accordance with the budget, with a 15% variance, through August 31,
2024.
As adequate protection, Stearns Bank will be paid adequate
protection payments of $5,771 per month and the U.S. Small Business
Administration will be paid adequate protection payments of $731
per month.
The Debtor will provide the Secured Creditors with a post-petition
lien on all post-petition inventory and income derived from the
operation of the business and assets, to the extent that the use of
the cash results in a decrease in the value of the Secured
Creditors' interest in the collateral pursuant to 11 U.S.C. Section
361(2). All replacement liens will hold the same relative priority
to assets as did the pre-petition liens.
The hearing set for April 26 is vacated.
About Crush Wine, LLC
Crush Wine, LLC is a local and family-owned wine bar & restaurant.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-11198) on March 19,
2024. In the petition signed by James Lewis, president, the Debtor
disclosed $62,222 in assets and $1,047,097 in total liabilities.
Judge Kimberley H Tyson oversees the case.
Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
CURIA GLOBAL: S&P Affirms 'CCC+' ICR, Outlook Negative
------------------------------------------------------
S&P Global Ratings revised its assessment of its liquidity to
adequate from less than adequate and affirmed its 'CCC+' issuer
credit rating to Albany, N.Y.-based pharmaceutical contract
development and manufacturing organization (CDMO) Curia Global
Inc.
S&P said, "At the same time, we affirmed our 'CCC+' rating on the
company's first-lien debt. The recovery rating on this debt remains
'3'.
"The negative outlook reflects still-significant FOCF deficits and
the potential that we could lower our rating on Curia due to
deteriorating liquidity or its approaching maturity in 2026."
While its liquidity position has improved, Curia's sustained FOCF
deficits and its approaching maturity in 2026 remain key credit
concerns. The company has taken multiple actions to bolster is
liquidity position. These include increasing the capacity of its
accounts receivables securitization facility to $125 million from
$90 million and divesting an analytical facility in Lebanon, N.J.,
for about $114 million. S&P believes these actions provide the
company with adequate liquidity for the next 12-18 months, despite
our anticipation of FOCF deficits in 2024 and 2025. However, its
revolving credit facility matures in May 2026 and its first-lien
term loan in August 2026.
S&P said, "We believe Curia's operations have reached a trough, and
we expect growth and improving margins in 2024. We anticipate Curia
will grow 3%-4% in 2024, supported by expansion in active
pharmaceutical ingredients (API) projects and our expectation for a
modest recovery in biotech activity. Our assumption for growth
incorporates its sale of the analytical facility in Lebanon, N.J.,
which accounted for about $20 million in annual sales. We also
anticipate its EBITDA margin will improve to about 19% in 2024 from
about 14% in 2024, primarily from its workforce reduction
initiatives in 2023, cost optimization initiatives, and facility
footprint optimization. We also expect certain costs to roll off or
decline, such as costs related to the Albuquerque shutdown to
install a new restricted access barrier system, severance costs,
and costs related to the implementation of the equipment financing
facility.
"The negative outlook reflects the potential that we could lower
our rating on Curia due to the deteriorating liquidity arising from
FOCF deficits."
S&P could lower its rating on Curia if:
-- Margins are worse than S&P's base case, resulting in wider cash
flow deficits than anticipated;
-- S&P expects a default in the next 12 months;
-- The company cannot refinance its term loan facility due in 2026
in a timely manner; or
-- S&P believes the company will likely initiate a distressed
exchange or restructuring that we would deem tantamount to a
default.
S&P could revise its outlook on Curia to stable if:
-- Conditions in its end markets improve; and
-- S&P expects the company's liquidity to be sufficient for at
least the next two years.
S&P could raise its rating on Curia if:
-- Internally generated FOCF increases and covers amortization and
mandatory capital expenditures (capex) and the company has
sufficient liquidity to cover expansion plans; and
-- It refinances its term loan.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Curia. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of controlling owners, in line with our view of most
rated entities owned by private-equity sponsors. Our assessment
also reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
DELTA HOLDCO: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating of
'B-' to entities Delta Holdco, LLC (filer) and Delta Topco, Inc.
(borrower, collectively referred to as Infoblox). Fitch has
withdrawn the Long-Term IDR on Infoblox Inc. The withdrawal of
ratings is due to the entity Delta Topco, Inc. being listed as the
borrower on the credit facilities, hence Infoblox Inc.'s IDR rating
is no longer considered to be relevant to the agency's coverage.
Fitch has also affirmed Delta Topco's first lien secured debt which
includes the incremental term loan at 'B'/'RR3' and second lien
secured debt at 'CCC'/'RR6'. The incremental term loan will be used
to fund a shareholder distribution and pay associated fees and
expenses.
In conjunction with the incremental first lien term loan, the
company will also be extending the maturity of its existing first
lien term loan, second lien term loan and repricing its second lien
term loan.
Fitch Ratings has assigned a Stable Rating Outlook.
The ratings and Outlook reflect the company's strong operating
performance. For fiscal 2024, solid double-digit revenue growth is
expected, along with an expansion of EBITDA margins to
approximately mid-30s, outperforming Fitch's prior expectations.
With the transition to subscriptions nearly complete and growth in
recurring revenue as a percent of revenues reaching the low 90s,
the company is expected to maintain more predictable levels of
profitability, leading to consistent positive FCF generation.
KEY RATING DRIVERS
Improving FCF: Fitch anticipates an improvement in FCF generation
for Infoblox, driven by the company's successful transition from
perpetual licenses to a subscription-based model. This shift has
resulted in an increase in recurring revenue as a percent of total
revenue, from low-80s in fiscal 2020 to low 90s.
Additionally, the company's recent pivot to shorter-duration
contracts has led to renewals occurring more frequently which
coupled with the company's strong retention rates has enabled it to
perform price uplifts. The above have collectively improved
profitability levels and enhanced predictability, with EBITDA
margins expected to expand to approximately mid-30s for fiscal
2024, materially higher than Fitch's prior expectations.
Elevated albeit declining leverage: Despite the company taking on
incremental debt, Fitch expects EBITDA leverage to decline to
around 7.0x over the rating horizon through improvement in EBITDA
levels. Additionally, cash-based leverage metrics such as
(CFO-Capex)/Debt is expected to improve from low-single digit range
to mid-single digits, providing the capacity for voluntary debt
reduction. However, Fitch expects limited deleveraging as
Infoblox's private equity ownership would likely prioritize ROE
maximization over debt prepayment. These could include acquisitions
to broaden Infoblox's market position and increased dividend
payments.
Market Leadership: Fitch expects Infoblox Inc.'s market leadership
in DDI, which includes domain name services (DNS), dynamic host
configuration protocol (DHCP) and internet protocol address
management (IPAM), to support improved operating performance
through the rating horizon. Infoblox has roughly 50% share in
worldwide DDI software and appliance markets (excluding DNS
security) and a higher share for large enterprises, as well as a
large installed base that drives product refreshes, expansion
opportunities and recurring revenue. Competition includes small
niche providers without comprehensive solutions or public cloud
service providers focused on larger addressable markets.
Reduced Revenue Cyclicality: Fitch expects a higher mix of
subscription revenue will reduce revenue cyclicality historically
associated with product refresh cycles. Infoblox's product cycles
typically last four years and the company should benefit from a
product refresh in the next two years, although expansion and new
logos, as well as SaaS security solutions adoption, will drive
revenue growth. Infoblox's strategic pivot from hardware and
perpetual software licenses to a SaaS provider should partially
offset product refresh cycles with recurring revenue, which is now
well over 90%.
Threat of Larger Entrants: Fitch continues to believe Infoblox
faces potential risks that larger players enter the growing and
fragmented DDI market via acquisition and affect industry pricing
and profitability by bundling DNS services with a broad set of
service offerings and leveraging a global sales footprint.
Infoblox's competitors include Microsoft's in-house open-source
software-based solution provided as an attachment to Windows server
and AWS' Route 53 addressing the commodity external authoritative
market. Fitch believes the small size of the DDI market and
Infoblox's installed base leadership reduces the threat of new
entrants' risk.
DERIVATION SUMMARY
Fitch believes Infoblox remains positioned in line with similarly
rated peers, due to Infoblox's market leadership positions and
solid cash flow margins. Renewal rates are comparable and
consistent for SaaS companies, and Infoblox's market share is solid
at over 50%, even higher with large enterprise customers, despite
the relatively small size of its markets. Fitch expects positive
and consistent annual FCF with FCF margins improving to high-single
digit range over the rating horizon.
This will be driven by increasing recurring revenue mix, solid net
bookings amid the company's pivot to shorter-duration contracts.
Cash flow-based leverage metrics such as (CFO-Capex)/Debt are
expected to improve to the mid-single digit range over the rating
horizon even as operating EBITDA-based leverage metrics are more
in-line with the 'CCC' rating category.
KEY ASSUMPTIONS
- Revenue growth expected in double digits from fiscal years 2024
to 2026 led by growth in subscription revenues through a
combination of price increases on renewals, cross sells and new
logo sales. Growth is further supported by increasing hardware
sales which is expected to benefit from product cycle refresh;
- Revenue growth slows down in the low mid-single-digit range in
fiscal 2027 as the company comes off from the peak of its tech
refresh cycle;
- EBITDA margin declines to low 30s in fiscal years 2025 and 2026
from mid-30s currently due to lower margin earned on hardware sales
and subsequently improving to high 30s as tech refresh cycle is
completed and the company benefits from operating leverage;
- Capex as a percent of revenues assumed in the 2% to 3% range;
- Interest rate base rate assumptions for 2024, 2025, 2026 and 2027
are 5.3%, 5%, 4.5% and 4%;
- Fitch assumes uses of excess cash flows combined with incremental
debt proceeds to be used towards acquisitions and dividend
distributions.
RECOVERY ANALYSIS
Consistent with the vast majority of software providers, Fitch
believes Infoblox would be reorganized as a going concern (GC)
rather than liquidated were the company to default. To calculate
the recovery waterfall, Fitch assumes a GC EBITDA of $195 million,
incorporating Fitch's belief that distress would most likely be the
result of share losses from the deterioration of product
competitiveness.
Fitch has revised its GC EBITDA assumption for Infoblox, increasing
it by approximately 30% compared to its previous estimates. This
revision is due to the company's successful shift from a model
based on perpetual licenses and hardware sales to a
subscription-based model. This transition has resulted in an
increase in recurring revenue as a percentage of total revenues,
leading to improved profitability and more predictable levels of
operating performance.
Fitch assumes a reorganization multiple of 7.0x, which is in line
with similar leveraged software peers at Fitch. In the 2023 edition
of Fitch's Bankruptcy Enterprise Values and Creditor Recoveries
case studies, Fitch noted twelve past reorganizations in the
Technology sector with recovery multiples ranging from 2.6x to
10.8x. Of these companies, only three were in the Software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent,
Inc., which received recovery multiples of 8.4x, 7.5x and 5.5x,
respectively. The 7.0x multiple is supported by Infoblox's strong
margins, highly recurring revenues, strong competitive position and
improving FCF profile.
After taking administrative claims into account, Fitch estimates an
'RR3' Recovery Rating for the first-lien credit facilities and
'RR6' for the second-lien term loan.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade
- Expectations for (CFO-Capex)/Debt improving to mid-single-digit
range;
- Expectation of EBITDA leverage to be sustained below 7.0x;
- Continued double-digit revenue growth, signifying share gains
within a growing market and validating Infoblox's GTM strategy and
services platform.
Factors that could, individually or collectively, lead to negative
rating action/downgrade
- Below-market revenue growth from deterioration of product
competitiveness and lower than previously expected product
stickiness;
- Expectation for sustained negative (CFO-Capex)/Debt due to
operating EBITDA margin compression to mid-to-high-teens.
LIQUIDITY AND DEBT STRUCTURE
Adequate liquidity: Fitch expects Infoblox's liquidity will remain
adequate and, proforma from the incremental debt transaction will
be supported by: i) $60 million of cash and cash equivalents; and
ii) $200 million of undrawn amounts under the first-lien senior
secured RCF expiring Dec. 1, 2025. Fitch's forecast for positive
annual FCF improving to high-single digit range also supports
liquidity.
ISSUER PROFILE
Infoblox Inc. (Infoblox) is a market leading provider of DDI
automation solutions, which includes DNS, DHCP and IPAM for more
than 13,000 enterprise, government and service provider customers.
The company continues to deliver solutions via purpose-built
physical and virtual appliances deployed in a distributed grid
architecture.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Delta Topco, Inc. LT IDR B- New Rating
senior secured LT B Affirmed RR3 B
Senior Secured
2nd Lien LT CCC Affirmed RR6 CCC
Infoblox Inc. LT IDR WD Withdrawn B-
Delta Holdco, LLC LT IDR B- New Rating
DIGITAL MEDIA: Widens Net Loss to $122.7 Million in 2023
--------------------------------------------------------
Digital Media Solutions, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $122.69 million on $334.95 million of net revenue for the
year ended Dec. 31, 2023, compared to a net loss of $52.50 million
on $391.15 million of net revenue for the year ended Dec. 31,
2022.
As of Dec. 31, 2023, the Company had $147.28 million in total
assets, $345.30 million in total liabilities, $16.65 million in
convertible redeemable preferred stock, and a total deficit of
$214.66 million.
Management believes that the expected impact on the Company's
liquidity and cash flows resulting from the debt amendments and the
operational initiatives are sufficient to enable the Company to
meet its obligations for at least twelve months from the issuance
date of these consolidated financial statements.
Management Comments
"Our Q4 results reflect improving conditions in the Property and
Casualty vertical, which has faced macro headwinds for the past
couple of years. We are cautiously optimistic that P&C has hit an
inflection point in its recovery, which would help drive growth for
DMS in 2024. We also leaned into our key demand- and supply-side
partnerships – the bedrock of our business – and continued to
execute on our operational initiatives as we work to build a more
streamlined, efficient and vertically integrated company," said Joe
Marinucci, CEO of DMS.
"Throughout the quarter, we diligently focused on building a solid
foundation that can support our efforts to return to growth as key
segments like P&C recover. We are pleased to have exceeded our
margin improvement in Q4 and our overall revenue growth over Q3.
We remain steadfast in our commitment to managing operating
expenses, which are a crucial financial performance lever that we
can control," added Vanessa Guzman-Clark, CFO.
"We've built a robust fundamental business with blue-chip clients
across the insurance, nonprofit and e-commerce industries," Mr.
Marinucci added. "While we are well-positioned to capitalize on
new opportunities as certain of our markets rebound, we have
determined that now is the right time to initiate a review of
strategic alternatives to maximize value and ensure the Company is
best positioned for long-term success."
Mr. Marinucci concluded, "we are pleased to have the support of our
lenders who have provided us additional financing and flexibility
to support our operations as we work through this process."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001725134/000162828024016708/dms-20231231.htm
About Digital Media
Headquartered in Clearwater, Fla., Digital Media Solutions Inc.
(NYSE: DMS) -- @digitalmediasolutions.com -- is a provider of
technology enabled digital performance advertising solutions
connecting consumers and advertisers. The Company's
performance-based ROI-driven business model derisks ad spend for
advertisers which in turn positions DMS to grow as digital ad spend
accelerates because advertisers are shifting more of their ad spend
from traditional channels like TV and radio to digital channels,
including social media, search, display, e-mail, push and connected
TV.
* * *
As reported by the TCR on Sept. 1, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based digital advertising
solutions provider Digital Media Solutions Inc. (DMS) to 'CCC' from
'SD' (selective default). S&P said, "In our view, DMS will be
dependent on favorable economic and business conditions over the
next 12 months to meet its financial obligations."
DING TRANS: Plan Exclusivity Period Extended to September 9
-----------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York extended Ding Trans Corp.'s exclusive
period in which to file a chapter 11 plan of reorganization and
disclosure statement to September 9, 2024.
Ding Trans Corp., is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Ding Trans Corp.
Ding Trans Corp., a New York-based transportation company, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 22-41126) on May 24, 2022, listing as much as
$500,000 in both assets and liabilities. Shimon Navaro, president
of Ding Trans Corp., signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Law Offices of Alla Kachan P.C. and Wisdom Professional
Services, Inc. serve as the Debtor's legal counsel and accountant,
respectively.
DIRECTBUY HOME: Unsecured to Get Share of Beneficial Trust Interest
-------------------------------------------------------------------
Directbuy Home Improvement, Inc., submitted a Second Amended Plan
of Liquidation.
All DIP Claims will be deemed allowed as of the Effective Date.
For the purposes of the Plan, on the Effective Date, the DIP Claims
will be deemed satisfied in full, no payments will be made on
account of the DIP Claims, and all Liens and security interests
granted pursuant to the DIP Loan Documents will be deemed cancelled
and will be of no further force and effect.
Under the Plan, Class 5 General Unsecured Claims are impaired.
Each holder of such Allowed General Unsecured Claim will receive
its pro rata share of the Beneficial Trust Interests, which
Beneficial Trust Interests will entitle the holders to receive
their pro rata share of the Liquidation Trust Assets.
Distributions under the Plan on account of the Beneficial Trust
Interests will be funded by the Liquidation Trust Assets. All other
distributions under the Plan, other than distributions on account
of Beneficial Trust Interests, will be funded by the Encumbered
Cash, Liquidation Trust Claims Reserve, or the Professional Fee
Claims Reserve. On the Effective Date, the Debtor will fund the
Liquidation Trust Claims Reserve, the Liquidation Trust Expense
Reserve, and Professional Fee Claims Reserve, in full in Cash.
"Beneficial Trust Interests" means a beneficial interest in the
Liquidation Trust, which interest will be uncertificated and which
will be non-transferable except as expressly provided otherwise in
the Liquidation Trust Agreement, issued to holders of Allowed
General Unsecured Claims on account of such Claims.
"Liquidation Trust Assets" means the Assets of the Estate as of the
Effective Date, including without limitation, the Retained Causes
of Action and any proceeds therefrom, except that the Liquidation
Trust Assets will expressly exclude: (i) the Liquidation Trust
Claims Reserve; and (ii) the Professional Fee Claims Reserve. For
the avoidance of doubt, no Causes of Action (including Avoidance
Actions) released by the Debtor or the Estate pursuant to Article
VII of the Plan or the Final DIP/Cash Collateral Order will be
included in the Liquidation Trust Assets, including any Causes of
Action (including Avoidance Actions) against or in respect of (a)
the Prepetition Lender; (b) the DIP Lender; or (d) any other
Released Party.
Attorneys for the Debtor:
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
David M. Bass, Esq.
Matteo Percontino, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main St.
P.O. Box 800
Hackensack, NJ 07602-0800
Tel: (201) 489-3000
Fax: (201) 489-1536
E-mail: msirota@coleschotz.com
wusatine@coleschotz.com
dbass@coleschotz.com
mpercontino@coleschotz.com
A copy of the Plan of Liquidation dated April 10, 2024, is
available at https://tinyurl.ph/VafaR from PacerMonitor.com.
About DirectBuy Home Improvement
DirectBuy Home Improvement, Inc., doing business as Z Gallerie, is
a specialty retailer focused on fashion and art-inspired home
décor and home furnishings. The company is based in Gardena,
Calif.
DirectBuy Home Improvement sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19159) on Oct.
16, 2023. In the petition signed by Robert Fetterman, chief
financial officer and interim chief executive officer, the Debtor
disclosed up to $100 million in both assets and liabilities.
The Debtor tapped Michael D. Sirota, Esq., at Cole Schotz PC as
legal counsel and Stretto, Inc., as administrative advisor.
ZG Lending SPV, LLC, as DIP agent and prepetition agent, is
represented by Lowenstein Sandler LLP's Robert M. Hirsh, Esq., and
Phillip Khezri, Esq.
DISTRIBUIDORA NARANJITO: Lender Seeks to Prohibit Cash Access
-------------------------------------------------------------
McKenzie Capital LLC asks the U.S. Bankruptcy Court for the
District of Puerto Rico to prohibit Distribuidora Naranjito Import
and Export Corp. from using cash collateral.
On September 14, 2023, McKenzie and the Debtor entered into an
agreement for the Purchase and Sale of Future Receipts,
Authorization Agreement for Automated Clearing House Transactions
and Appendix A -Fees.
Pursuant to the Merchant Agreement, the Debtor agreed to sell sold
$674,100 of Business Debtor's future receivables to McKenzie, in
exchange for an up-front immediate payment of $535,000. The
Merchant Agreement describes those receivables as "future
receipts," consisting of monetary payments due to Debtor in the
ordinary course of its business, whether in the form of cash,
checks, electronic transfers, credit or debit card charges, or
otherwise.
On November 7, 2023, McKenzie tendered to the Debtor the sum of
$535,000, less origination fees in the amount of $9,995, which the
Debtor accepted, acknowledged and received for its use and
benefit.
McKenzie tendered the funds in good faith and with the reasonable
expectation that McKenzie would receive daily payments representing
a small percentage (3.95%) of the Debtor's collected receivables in
accordance with the terms and conditions of the Merchant
Agreement.
Pursuant to the Merchant Agreement, the Debtor expressly authorized
and directed McKenzie to collect the purchased receivables by
withdrawing the agreed weekly percentage of its receipts via
Automatic Clearing House from the Debtor's authorized bank account.
The Debtor agreed to exclusively use one designated bank account
approved by McKenzie into which the Debtor was required to deposit
all revenues of the business until McKenzie collected the purchased
receivables in full.
The amount of $263,554 was collected by McKenzie and was applied to
the outstanding balance of the purchased receivables. However, on
January 12, 2024, the Debtor breached the Agreement by blocking
McKenzie's access to the designated bank account and diverting its
receivables therefrom, thus failing to fulfill its obligations
under the Merchant Agreement.
On January 30, 2024, McKenzie filed a complaint for breach of the
Merchant Agreement in the Circuit Court of the 11th Circuit in
Miami Dade County Florida.
The Debtor listed McKenzie an unsecured creditor in the amount of
$235,830.
On April 12, 2024, McKenzie filed a Proof of Claim asserting a
secured claim of $419,497. UCC-1 filings were included together
with other supporting documents.
McKenzie has not consented and does not consent to the use of any
of the Debtor's cash collateral. Notwithstanding, the Debtor has
evidently continued to use such cash collateral without seeking
prior authorization from the Court. This improper conduct alone is
the basis for denying any request for use of cash collateral that
Debtor may file.
The Debtor has no right to use the cash collateral, and all cash
collateral should be forthwith turned over to McKenzie. The cash
collateral is property in which McKenzie has a security interest
and the Debtor cannot provide sufficient adequate protection to
McKenzie for the use of said cash collateral.
McKenzie requests that the Court prohibit any use of the cash
collateral and that, in addition to such prohibition, the Court
grant McKenzie adequate protection as required by 11 U.S.C. section
361 by:
a. granting a priority replacement lien on all of the Debtor's
post-petition assets, as per UCC-1 filings;
b. requiring an accounting of all cash collateral received by or
for the benefit of the Debtor since the Petition Date;
c. directing the Debtor to provide McKenzie full access to the
books and records of the Debtor, including all electronic records
on any computers used by or for the benefit of the Debtor, to make
electronic copies, photocopies, or abstracts of the business
records of the Debtor;
d. requiring that any cash collateral or property of McKenzie that
is in the possession, custody or control of the Debtor or any of
the insiders of the Debtor (as such term is defined in 11 U.S.C.
section 101) be turned over to McKenzie, whether now existing or
hereafter created, within the later of: (i) five days from date
hereof; or (ii) five days after receipt;
e. imposing a constructive trust on any cash collateral, or
proceeds of any Collateral of McKenzie, if any, that has been
diverted to any person or bank account as a result of any diversion
of the Debtor's post-petition payments;
f. prohibiting the Debtor and any insiders of the Debtor (as such
term is defined in 11 U.S.C. section 101) from using any cash
collateral of McKenzie unless otherwise ordered by the Court;
g. granting such other relief that the Court finds necessary and
just;
h. providing that nothing will prejudice the opportunity for, and
nothing will obligate any party to make, further stipulations
concerning any matter.
A copy of the motion is available at https://urlcurt.com/u?l=hBuYmc
from PacerMonitor.com.
About Distribuidora Naranjito Import & Export Corp.
Distribuidora Naranjito Import & Export Corp. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 24-00711) on February 26, 2024, listing $1,039,957
in assets and $2,352,350 in liabilities. The petition was signed by
Osmar A. Aymat Rivera as president.
Modesto Bigas-Mendez, Esq. at MODESTO BIGAS LAW OFFICE represents
the Debtor as counsel.
DOMINION MEDICAL: 89% Markdown for Princeton Capital's $1.5MM Loan
------------------------------------------------------------------
Princeton Capital Corporation has marked its $1,516,144 loan
extended to Dominion Medical Management, Inc to market at $173,399
or 11% of the outstanding amount, as of December 31, 2023,
according to a disclosure contained in Princeton Capital's Form
10-K for the fiscal year ended December 31, 2023, filed with the
Securities and Exchange Commission.
Princeton Capital is a participant in a First Lien Loan to Dominion
Medical Management, Inc. The loan accrues interest at a rate of 12%
Cash, 6% Payment in Kind per annum. The loan was scheduled to
mature last March 31, 2020. Princeton Capital said the loan is on
non-accrual status and non-income producing as of December 31,
2023.
Princeton Capital's predecessor was initially incorporated in
Florida in 1959 as Electro-Mechanical Services, Inc. In 1998, it
changed its name from Electro-Mechanical Services, Inc. to Regal
One Corporation. In 2005, the then board of directors of Regal One
determined it would be in the best interest of shareholders to
change the focus of Regal One’s operations to providing financial
services through a network of advisors and professionals. On July
14, 2014, Regal One, the Company, Capital Point Partners, LP, a
Delaware limited partnership and Capital Point Partners II, LP, a
Delaware limited partnership entered into an Asset Purchase
Agreement pursuant to which we would acquire certain equity and
debt investments of the Partnerships in exchange for shares of
common stock. In addition to the customary conditions to closing
the transactions contemplated by the Purchase Agreement, Regal One
was required to (i) effect a reverse stock split of its then
outstanding common stock at a ratio of 1-for-2, (ii) reincorporate
from Florida to Maryland by merging with and into the Company with
the Company continuing as the surviving corporation and (iii)
become an externally managed business development company by
entering into an external investment advisory agreement with
Princeton Investment Advisors, LLC, a Delaware limited liability
company.
Princeton Capital is led by Mark S. DiSalvo, Interim Chief
Executive Officer and Director; and Gregory J. Cannella, Chief
Financial Officer. The fund can be reach through:
Princeton Capital Corporation
800 Turnpike Street, Suite 300
North Andover, MA 01845
Tel: (978) 794-3366
Dominion Medical Management, Inc. was founded in 1989. The
Company's line of business includes providing management consulting
services.
EAGLE LEDGE: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Modesto Division, authorized Eagle Ledge Foundation, Inc. to use
cash collateral on a final basis in accordance with the budget,
with a 15% variance.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor entered into Certificates of
Participation Standby Holder Representative and Security Agreement
with certificate holders and C3 Servants, LLC, a Florida limited
liability company.
Pursuant to the Holder Representative Agreement, ELF agreed to
pledge a security interest in all mortgage loans and proceeds
therefrom held by ELF to the Collateral Agent for the benefit of
the Certificate Holders.
C3 Servants did not file a UCC-1 financing statement but has
possession of the original notes and mortgages comprising the
Debtor's loan portfolio.
No other creditors have filed a UCC-1 financing statement against
the Debtor.
The Debtor's loan portfolio is serviced by TMI Trust Company. Prior
to the Petition Date, the Debtor entered a number of agreements
with TMI, including a loan servicing agreement and paying agent and
registrar agreements. As of the Petition Date, the Debtor was
current on its obligations to TMI, and TMI was not a creditor of
the estate by virtue of services provided as loan servicing agent,
escrow agent, and paying agent.
Currently, the Debtor has five active loans, and the total
outstanding balance owed by the borrowers is $719,394 in the
aggregate. TMI receives and processes the loan payments from the
borrowers and deducts their servicing fees and other expenses from
the amounts received. As of the Petition Date, TMI was holding cash
and equivalents of $82,474. TMI provides the Debtor with monthly
accounting reports by the tenth business day of each month.
TMI also manages the Debtor's church bond portfolio, which had a
value of $568,318 as of the Petition Date. These bonds are only
purchased at the express direction of the Debtor, and the Debtor is
not actively purchasing and does not intend to purchase additional
bonds.
The monies, which may include cash collateral (no determination
having been made whether such monies are cash collateral), that the
Debtor in Possession is authorized to use are the monies in its
operating accounts which the Debtor in Possession states total
approximately $520,000.
As adequate protection, each creditor is given a replacement lien
on all post-petition assets of the Bankruptcy state in such amount
necessary to compensate for the diminution of the creditor's
secured claim, computed prior to the use of cash collateral, due to
a reduction in the collateral security such claim.
The replacement liens are deemed perfected by the Court's order and
no further recording or documentation of the lien is required.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=ZIqX5K from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$10,749 for April 2024;
$40,498 for May 2024;
$12,2989 for June 2024;
$10,749 for July 2024;
$10,499 for August 2024;
About Eagle Ledge Foundation, Inc.
Formed in 2009, Eagle Ledge Foundation, Inc. is a California
not-for-profit religious corporation. ELF launched a loan fund
focused on serving the small local church, which often lacked
financing options with commercial lenders. ELF issued bond
certificates to individuals who made, either directly or through
their retirement accounts, contributions to ELF.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-90160) on May 18,
2022. In the petition signed by Chester L. Reid, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Ronald H. Sargis oversees the case.
Lubin Olson & Niewiadomski LLP and Bush Ross, P.A. represent the
Debtor as counsel.
EL CASTILLO RETIREMENT: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed El Castillo Retirement Residences, NM's
(El Castillo) Issuer Default Rating (IDR) at 'BB+'. Fitch has also
affirmed the 'BB+' ratings on the series 2012 and 2019A bonds
issued by the City of Santa Fe, NM on behalf of El Castillo.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
El Castillo
Retirement
Residences (NM) LT IDR BB+ Affirmed BB+
El Castillo
Retirement
Residences (NM)
/General Revenues/1 LT LT BB+ Affirmed BB+
The 'BB+' rating and Stable Outlook reflect El Castillo's
consistently strong ILU occupancy that is supported by a favorable
service area with very limited competition. The rating also
reflects Fitch's expectation that El Castillo will improve its
profitability over the near term, allowing the organization to
maintain stable, albeit weak, leverage and capital-related metrics
related to debt issued to fund construction of the La Secoya
independent living campus.
El Castillo violated its 1.2x debt service covenant in FY23 (YE
June 30) and hired a management consultant that issued a report in
February 2024, to remain compliant with its bond covenants. Despite
the covenant violation, Fitch has a Stable Outlook on the community
as management has already implemented many of the recommendations,
which have had a positive impact on YTD results, including a debt
service coverage ratio of 1.72x as of Dec. 31, 2023.
SECURITY
A gross revenue pledge, a mortgage on the community and a debt
service reserve fund secure the 2012 and 2019A bonds.
KEY RATING DRIVERS
Revenue Defensibility - 'a'
Strong ILU Demand/Limited Competition
Fitch's 'strong' revenue defensibility assessment reflects El
Castillo's long operating history, favorable location and
attractive pricing that has produced consistently strong ILU
occupancy averaging 97% over the last five fiscal years. Fitch
believes that El Castillo's ability to maintain high ILU occupancy
and sell new units illustrate its sound demand characteristics,
despite the fact that occupancy in the healthcare service lines
have been consistently weak. Management has been working to
increase external healthcare admissions, which should help provide
incremental revenue growth over the near term.
El Castillo has consistently implemented fee increases, including a
5.2% increase for entrance fees, monthly service fees and per diem
rates in FY24. Though entrance fees have historically been priced
well below average home values in Santa Fe, management increased
entrance fees on the El Castillo campus by $259,000 (79%) and
$216,000 (44%) on the La Secoya campus on Jan. 1, 2024, given the
recent pressures on profitability and strength of the local real
estate market.
Management also increased associate resident fees and notes that
the increased pricing has not impacted independent living or
healthcare demand. Though the increase in pricing constrains El
Castillo's price flexibility going forward, Fitch believes the fee
increases are prudent and necessary to return the organization to a
sustainable level of profitability. Fitch expects the demand for El
Castillo's services to remain sound given El Castillo's position as
the only life plan community in Santa Fe, the limited competition
from rental communities and a strong waiting list of approximately
350 people.
Operating Risk - 'bb'
Weak Core Operating Performance, Leverage and Capital-Related
Metrics
The 'weak' operating risk assessment reflects El Castillo's weak
core operating profitability and very elevated capital related
metrics. In FY23, El Castillo generated an operating ratio and net
operating margin (NOM) of 116.2% and 2.7%, which is improved
compared to the 119% and negative 6.3% from FY22. Despite the
improvement in profitability metrics, the organization was only
able to achieve a debt service coverage ratio (DSCR) of 1.02x due
to salary expense inflation at the El Castillo campus and the fact
that FY23 was the first fiscal year that included La Secoya's
revenues, expenses and debt service in the DSCR calculation.
Fitch expects the maintenance of solid ILU occupancy at both
campuses, high monthly service increases, increase in external
healthcare admissions and a reduction in labor costs through lower
contract utilization and a change in the healthcare staffing model,
will allow El Castillo's profitability to show further improvement
over the Outlook period.
El Castillo generates consistently solid ILU turnover that has
resulted in a NOM-adjusted averaging 20.9% over the past five
years, including an adequate 21.4% NOM-adjusted in FY23. Given the
significant increase to entrance fees in 2024, El Castillo's
NOM-adjusted will likely increase to be consistently above the
historical average over the next few years.
El Castillo's average age of plant is very low at six years as of
Dec. 31, 2023 as a result of its robust capital spending over the
past few years for construction of the La Secoya campus. Over the
next year, management expects to commence a strategic project to
convert office space on the El Castillo campus to new apartments.
Entrance fees generated from the new units will be used to fund the
renovation of space in an adjacent owned building into community
space, offices and a guest apartment. Fitch views the project
favorably, as it will be phased to limit the balance sheet impact
and will add additional revenue generating ILUs to the community.
El Castillo's capital-related metrics are weak. Based on Fitch's
calculations, revenue only maximum annual debt service (MADS)
coverage was only 0.1x in FY23. Additionally, MADS represented
22.4% of revenues and debt to net available was 17.2x in FY23.
Fitch expects these metrics to gradually improve through
management's ongoing performance improvement initiatives and fee
increases.
Financial Profile - 'bb'
Sound Liquidity, Weak Debt Metrics
Given El Castillo's 'strong' revenue defensibility and 'bb'
operating risk and Fitch's forward-looking scenario analysis, Fitch
expects key leverage metrics to remain consistent with a 'bb'
financial profile assessment through the current economic and
business cycle. El Castillo had unrestricted cash and investments
of approximately $19.6 million at Dec. 31, 2023, which represented
36.9% of total adjusted debt when including $4.6 million in its
debt service reserve funds. Days cash on hand (DCOH) of 401 days,
according to Fitch's calculation, is neutral to the assessment of
El Castillo's financial profile and well above the 180 days master
trust indenture covenant requirement. As of Dec. 31, 2023, El
Castillo was able to produce a debt service coverage ratio of
1.72x.
Fitch's baseline scenario, which is a reasonable forward look of
financial performance over the next five years given current
economic expectations, shows El Castillo's operating ratio
improving to below 105% over the next few years but remaining above
100%. Capital spending is expected to be below depreciation over
this time. The stress scenario assumes an economic stress (to
reflect both operating and investment portfolio volatility). The
investment portfolio stress is specific to El Castillo's asset
allocation. El Castillo's financial profile remains consistent with
a 'weak' financial profile as cash-to-adjusted debt recovers to
approximately 38% by year four and MADS coverage stabilizes in the
outer years at 1.7 x. DCOH remains above 300 days in both the base
and stress cases.
Asymmetric Additional Risk Considerations
No asymmetric risk considerations were relevant to the rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A material decline in unrestricted liquidity;
- Indications of weakening ILU demand to levels consistently below
93% or a significant decrease in waitlist households.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A higher rating is possible over the longer-term if cash to
adjusted debt is expected to be sustained around 70%;
- Material improvement in core operating profitability with an
operating ratio below 100% and net operating margin above 3%.
PROFILE
El Castillo is a nonprofit corporation organized in 1969 that owns
and operates two campuses located in Santa Fe, NM. The El Castillo
campus consists of 115 ILU apartments, 26 assisted living units, 11
memory support units and 21 skilled nursing beds. The La Secoya
campus, which opened in April 2022, consists of 68 ILUs and 143
underground parking spaces. El Castillo only offers a fully
amortizing type-A residency agreement. Total operating revenues in
FY23 were $19.4 million.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
ELENAROSE CAPITAL: Seeks to Extend Plan Exclusivity to June 17
--------------------------------------------------------------
ElenaRose Capital LLC and affiliates asked the U.S. Bankruptcy
Court for the Southern District of Indiana to extend their
exclusivity period to file a plan of reorganization to June 17,
2024.
The Debtors submit that cause exists to extend the exclusivity
period in this case based on, among other things, Debtors ongoing
and continuing efforts to reach a global resolution with its
secured creditors prior to filing a plan.
Specifically, the Debtors filed a Motion to Compromise, a Motion to
Sell, and a Motion to Assume (collectively, the "Resolution
Motions"), which should have resolved Debtors' disputes with its
secured creditors. Following the entry of the Orders, the Asset
Sale was scheduled to take place on April 1, 2024 but did not close
on the agreed closing date.
Based on recent discussions with Debtors' primary secured creditors
(Peapack Capital Corporation and KTB Equity, Inc.), Debtors have
determined that they will agree to permit the buyer in the Asset
Sale, additional time to determine if it will close the sale, but
Debtors also need to focus on operating the business moving forward
and formulate a plan of reorganization.
The Debtors claim that they require additional time to formulate
and file a plan of reorganization based on the delays in evaluating
reorganization caused by pursuing the Asset Sale.
Counsel to the Debtors:
Weston E. Overturf, Esq.
Anthony T. Carreri, Esq.
KROGER GARDIS & REGAS, LLP
111 Monument Cir # 900
Indianapolis, IN 46204
Phone: (317) 777-7439
Email: woverturf@kgrlaw.com
About ElenaRose Capital
ElenaRose Capital LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on
Sept. 8, 2023. In the petition signed by Louis Capolino,
president/manager, the Debtor disclosed up to $50,000 in assets and
up to $10 million.
Judge Andrea K. McCord oversees the case.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the
Debtor as legal counsel.
ESCAPE VELOCITY: $135MM Bank Debt Trades at 19% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Escape Velocity
Holdings Inc is a borrower were trading in the secondary market
around 81.5 cents-on-the-dollar during the week ended Friday, April
19, 2024, according to Bloomberg's Evaluated Pricing service data.
The $135 million Term loan facility is scheduled to mature on
October 10, 2028. The amount is fully drawn and outstanding.
Escape Velocity, through a subsidiary, develops and markets medical
practice management software.
EXPRESS INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Express, Inc.
One Express Drive
Columbus Ohio 43230
Business Description: The Debtors are an omnichannel fashion
retail company whose business operates
under a multi banner portfolio comprised of
Express, UpWest, and Bonobos. The Debtors
offer their merchandise through
approximately 600 stores throughout the
United States and Puerto Rico -- located
primarily in high traffic shopping malls,
lifestyle centers, and outlets -- as well as
online through their U.S. e-commerce
websites.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
District of Delaware
Twelve affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Express, Inc. (Main Case) 24-10831
Express Topco LLC 24-10832
Express Holding, LLC 24-10833
Express Finance Corp. 24-10834
Express, LLC 24-10835
Express Fashion Investments, LLC 24-10836
Express Fashion Logistics, LLC 24-10837
Express Fashion Operations, LLC 24-10838
Express GC, LLC 24-10839
Express BNBS Fashion, LLC 24-10840
UW, LLC 24-10841
Express Fashion Digital Services
Costa Rica, S.R.L. 24-10842
Judge: TBD
Debtors'
Bankruptcy
Counsel: Joshua A. Sussberg, P.C.
Emily E. Geier, P.C.
Nicholas M. Adzima, Esq.
KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
emily.geier@kirkland.com
nicholas.adzima@kirkland.com
- AND -
Charles B. Sterrett, Esq.
333 West Wolf Point Plaza
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: charles.sterrett@kirkland.com
Debtors'
Local
Bankruptcy
Counsel: Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
Alyssa M. Radovanovich, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 North Market Street, Suite 1000
Wilmington, Delaware 19801
Tel: (302) 426-1189
Fax: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
aradvanovich@klehr.com
- AND -
Morton R. Branzburg, Esq.
1835 Market Street, Suite 1400
Philadelphia, Pennsylvania 19103
Tel: (215) 569-3007
Fax: (215) 568-6603
Email: mbranzburg@klehr.com
Debtors'
Investment
Banker: MOELIS & COMPANY LLC
Debtors'
Restructuring
Advisor: M3 ADVISORY PARTNERS, LP
Debtors'
Claims &
Noticing
Agent: STRETTO, INC.
Total Assets as of March 2, 2024: $1,298,055,000
Total Debts as of March 2, 2024: $1,199,781,226
The petitions were signed by Stewart Glendinning as chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SUIAMGY/Express_Inc__debke-24-10831__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Li&Fung(Trading) Limited Trade Payable $36,572,074
5th Floor, Lifung Tower, 888
Cheung Sha Wan Road,
Kowloon
Rohan Sood
Email: RohanSood@lfsourcing.com
Phone: 852-2300-5000
Winnie Chan
Email: WinnieChanPY@LFSourcing.com
2. NewTimes Development Limited Trade Payable $9,182,274
Ayazaga Mah, Mimar Sinan
Sok., No.21 B/34 Sariyer,
Istanbul
Sue Lee
Email: Suelee@newtimesgroup.com
Phone: 852-2711-111
Eunice Kim
Email: EuniceKim@newtimesgroup.com
3. Manchu Times Fashion Ltd Trade Payable $8,902,887
Park-In Commercial Bldg, RM
1316, 56 Dundas Street
Kowloon
Michael Li
Email: MichaelLi@manchutimesfashion.com
Olivia Luk, Director,
Cross Functional Teams
Email: OliviaLuk@manchutimesfashion.com
Phone: 852-23888373
4. Chacon Legal Services $7,750,000
1875 Century Park East, Suite 1000
Los Angeles, CA 90067
Raul Perez
Phone: 310-556-4881
Email: Raul.perez@capstonelawyers.com
2 Venture Parkway, Ste. 240
Irvine, CA 92618
Armond M. Jackson
Phone: 949-281-6857
Email: ajackson@jacksonapc.com
8889 West Olympic Blvd., #200
Beverly Hills, CA 90211
Joseph Lavi
Phone: 310-362-2016
18250 Ventura Blvd.
Tarzana, CA 91356
Sahag Majarian
Phone: 944-978-2683
5. Pacific Buying and Trade Payable $7,218,028
Marketing Service Ltd
22/F, Tai, Yau Bldg, 181
Johnson Rd, Wai Chai
Carol Hong, Managing Director
Phone: 82-2-748-9203
Email: carolhong@pbms.biz
6. Radial Inc. Trade Payable $7,114,394
PO Box 204113, Dallas, TX
75320-4114
Kat Gibson, VP Client Account
Management
Email: gibsonk@radial.com
Phone: 423.432.7464
Emily Jones, Assistant General Counsel
Email: ejones@radial.com
Phone: (610) 491 – 7124
7. Lever Style Ltd. Trade Payable $5,945,516
Wing Tai Centre Room 76
Flat A 7th Floor
12 Hing Yip Street
Kwun Tong, Kowloon
Hong Kong
Eddie Chan, CEO
Email: eddie.chan@leverstyle.com
Phone: 852-9034-7713
William Tan, COO
Email: william.tan@leverstyle.com
Derek Lee, CFO
Email: derek.lee@leverstyle.com
Winnie Man
Email: winnie.man@leverstyle.com
8. Commission Junction LLC Trade Payable $4,731,288
#774140, 4140 Solutions Center
Chicago, IL 60677-4001
Camelia Gehrke, VP Corporate
Development
Email: camelia.gehrke@cj.com
Phone: 415-471-3867
9. Alvarez & Marsal Professional $3,500,000
600 Madison Ave; 8th Floor Services
New York, NY 10022
Patricia Hong, Managing Director
Email: phong@alvarezandmarsal.com
Email: Sanjay Srikanth, Managing Director
Email: Sanjay.Srikanth@alvarezandmarsal.com
10. Motives Trade Payable $3,177,573
499th Avenue 19th Floor,
New York, NY 10018
Corey Baggett, CEO
Email: corey@motivesny.com
Phone: 212-265-2885
11. Tote Fashion Sourcing Trade Payable $2,929,814
Limited
5F-7, No.1, Fu Shing North
Road, Taipei Taiwan, ROC105
Keven Lin, Merchandise Director
Email: keven@totefashion.com.tw
Phone: 886-2-27775974
12. RR Donnelley Trade Payable $2,417,521
7810 Solution Center
Chicago, IL 60677-7008
Todd Fallon, Strategic Sales Executive
Phone: 614-985-2124
Email: Todd.fallon@rrd.com
13. Urban Crown Limited Trade Payable $1,900,628
1101 West Tower, Exchange Rd
Ortigas Ctr, Pasig City 1605
Kevin Moylan, President
Email: kevin@crownsmart.com
Phone: 632-687-0741
14. 1552 Broadway Retail Owner LLC Landlord Claim $1,779,867
PO Box 417368
Boston, MA 02241-7368
Brett Herschenfeld
Phone: 212-216-1670
Email: brett.herschenfeld@slgreen.com
15. Fortune Footwear Inc. Trade Payable $1,705,548
174 Hudson Street, 3rd Floor
New York, NY 10013
Thomas Paccione, CFO
Email: tpaccione@fortunefootwear.com
Phone: 212-431-6480
16. Bernardo Manufacturing Trade Payable $1,664,304
54 Taylor Dr, East
Providence, RI 02916
Gregg Castelluci,
Customer Service Manager
Phone: 401-272-2885
17. CFL Distribution Inc. Trade Payable $1,551,243
Hore De Macau Limitada
Avenida Da Praia Grande, 665
Edif Great Will
Lynda Wong, CMO
Email: Lynda_wong@cflhk.com
Phone: 853-2897 3743
18. Brierley & Partners, Inc. Trade Payable $1,508,810
PO Box 847439,
Dallas, TX 75284
Elizabeth Keller,
Email: elisabeth.keller@capillarytech.com
Phone: 214-743-5415
Sridhar Bollam, Chief Customer Officer
Email: sridhar.bollam@capillarytech.com
19. Pandera Systems, LLC Professional $1,347,164
189 S Orange Ave Ste 1250 Services
Orlando, FL 32801
Steve Jones, Managing Partner, Account
Executive
Email: steve.jones@66degrees.com
Phone: 240-660-8425
20. Silver Crest Clothing Pvt Ltd Trade Payable $1,279,792
- Unit III
Plot No. 4E1 & E2, Kiadb
Industrial Area, Attibele, KA
562107
Gautam Golchha
Email: gautam@silvercrest.in
Phone: +91 9886745888
21. Monument Consulting LLC Professional $1,274,569
1800 Summit Ave, Richmond, VA Services
23230
Allison Hutchcroft, Lead Account
Manager
Email: Allison.Hutchcroft@MonumentConsulting.com
Phone: 804-405-2943
22. Crescent Bahuman Limited Trade Payable $1,242,980
45-A Off Zafar Ali Rd,
Goldberg V, Lahore, 54660
Abdul Mateen Khan, Brand Manager
Email: amateen@crescentbahuman.com
Phone: 92 345 767 6994
23. Macerich Cerritos LLC Landlord Claim $1,087,129
PO Box 849445
Los Angeles, CA 90084-9445
Doug Healey
Phone: 585-249-4401
Email: Doug.Healey@macerich.com
24. GGP Columbia Mall Landlord Claim $1,085,579
Rouse Fashion Place, SDS-12 2780
PO Box 86
Minneapolis, MN
55486-2780
Troy Benson
Phone: 312-960-5796
Email: Troy.Benson@bpretail.com
25. Salesforce Inc. Trade Claim $1,060,018
PO Box 203141
Dallas, TX 75320-3140
Michael Lipton, Tech Support
Email: mlipton@salesforce.com
Phone: 612-283-3976
26. Adobe Systems, Inc. Trade Payable $1,026,831
75 Remittance Dr, #1025
Chicago, IL 60675-1025
Scott Burns
Phone: 630-262-6202
Email: sburns@adobe.com
27. Queens Center SPE, LLC Landlord Claim $997,837
PO Box 849433, Los Angeles
CA 90084-9433
Doug Healey
Phone: 585-249-4401
Email: Doug.Healey@macerich.com
28. BlueCore Inc. Trade Claim $921,113
124 Rivington St, New York
NY 10002
Liz Madsen
Email: liz.madsen@bluecore.com
Phone: 512-554-6565
29. Simon Capital GP Landlord Claim $914,038
867925 Reliable Pkwy
Chicago, IL 60686-0079
Jon Murphy
Email: jonmurphy@simon.com
Phone: 347-260-0628
30. Tanger Properties Limited Landlord Claim $879,345
Partnership
PO Box 414225
Boston, MA
02241-4225
Justin Stein
Phone: 862-352-0444
Email: js@tanger.com
EXPRESS INC: Files Chapter 11 to Facilitate Sale
------------------------------------------------
Express, Inc. (OTC PINK: EXPR) on April 22, 2024, disclosed that it
has received a non-binding letter of intent from a consortium led
by WHP Global, and participants including a wholly owned indirect
subsidiary of Simon Property Group, L. P. and Brookfield Properties
for the potential sale of a substantial majority of the Company's
retail stores and operations.
To facilitate the sale process, Express and its subsidiaries have
filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Delaware. Express has received a commitment
for $35 million in new financing from certain of its existing
lenders, subject to court approval. Additionally, on April 15,
2024, the Company received $49 million in cash from the Internal
Revenue Service related to the CARES Act.
Express is continuing to serve customers in stores and online
across its EXPRESS, Bonobos and UpWest brands and expects to
conduct business as usual as the Company works to right-size its
lease portfolio and operations.
"We continue to make meaningful progress refining our product
assortments, driving demand, connecting with customers and
strengthening our operations," said Stewart Glendinning,
Chief Executive Officer. "We are taking an important step that
will strengthen our financial position and enable Express to
continue advancing our business initiatives. WHP has been a strong
partner to the Company since 2023, and the proposed transaction
will provide us additional financial resources, better position the
business for profitable growth and maximize value for our
stakeholders."
Mr. Glendinning added, "Express has a strong portfolio of brands
and a premier omnichannel platform. Our top priority remains
providing our customers with the contemporary styles and value they
expect from us. We thank our associates for their continued hard
work and commitment, and we appreciate the ongoing support of our
vendors, suppliers and business partners."
Continuing to Serve Customers in Stores and Online
Express and its brands are serving customers without interruption:
-- EXPRESS retail stores, EXPRESS factory outlets, Bonobos
Guideshops and UpWest stores are open per their usual hours.
-- All of the Company's online channels, including Express.com,
Bonobos.com and UpWest.com, along with all brand apps, are
accepting orders.
-- All of the Company's brands are fulfilling orders and
processing returns, merchandise return policies remain unchanged,
and gift cards and store credits are currently being redeemed
in-store.
-- Bonobos is continuing to serve its premium wholesale
customers.
-- Customer benefits related to the EXPRESS Insider program are
expected to remain the same.
As part of this process, the Company intends to close approximately
95 EXPRESS retail stores and all UpWest stores. The closing sales
at affected stores are scheduled to begin on April 23, 2024.
Update to the Leadership Team
Express also announced on April 22 that it has named Mark Still as
Senior Vice President and Chief Financial Officer, effective
immediately. Mr. Still has served as the Company's interim CFO
since November 2023 and as Senior Vice President, Brand Finance and
Planning & Allocation since January 2023. He has held finance roles
of increasing responsibility at Express since 2005 and brings to
the CFO role deep insights across all aspects of the Company's
finance organization and strategy.
Mr. Glendinning added, "I congratulate Mark on his appointment as
our go-forward CFO, underscoring the significant contributions he
has made to Express throughout his career. We look forward to
continuing to benefit from his extensive leadership experience and
financial expertise as we move ahead."
Additional Information About the Court-Supervised Process
The Company has filed a number of customary motions seeking court
authorization to support its operations, including the payment of
employee wages and benefits without interruption and the
continuation of customer loyalty programs. The Company expects to
receive court approval for these requests shortly. The Company
looks forward to working with its vendor and supplier partners to
ensure a continued successful enterprise for the benefit of the
Company's customers and the communities it serves. The Company
expects to have sufficient liquidity to support the business during
the court-supervised sale process.
The Company will continue to assess its store footprint in
connection with this process. A&G Realty Partners is assisting the
Company with this effort.
Additional information regarding the Company's financial
restructuring process is available at www.AdvancingExpress.com.
Court filings and other information are available on a separate
website administrated by the Company's claims agent, Stretto, at
https://cases.stretto.com/Express. Representatives of Stretto can
also be reached by calling (855) 337-3537 (Toll-Free) or (949)
617-1363 (International), or by sending an email to
ExpressInquiries@Stretto.com.
Kirkland & Ellis LLP is serving as legal counsel to Express, Moelis
& Company LLC is serving as investment banker, and M3 Partners, LP
is serving as financial advisor.
About Express Inc.
Express, Inc., operates specialty retail apparel stores. The
Company offers apparel and accessories such as jeans, sweaters,
dresses, suits, and coats. Express serves customers in the United
States.
FARADAY FUTURE: Receives Nasdaq Listing Non-Compliance Letter
-------------------------------------------------------------
Faraday Future Intelligent Electric Inc., a California-based global
shared intelligent electric mobility ecosystem company, on April 19
disclosed that it received a letter from The Nasdaq Stock Market
dated April 18, 2024, indicating that the Company was not in
compliance with Nasdaq Listing Rule 5250(c)(1). The Nasdaq Letter
was issued in accordance with standard Nasdaq procedures due to the
delayed filing of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2023. The Nasdaq Letter advised the
Company that it is permitted 60 calendar days to submit a plan to
regain compliance with Nasdaq Listing Rule 5250(c)(1), and that the
Nasdaq staff can grant the Company an exception of up to 180
calendar days from the due date of the Form 10-K to regain
compliance. The Nasdaq Letter further advised the Company that it
will be placed on a list of non-compliant Nasdaq companies
beginning five business days after April 18, 2024.
The Company previously filed a Form 12b-25 with the U.S. Securities
and Exchange Commission on April 2, 2024, disclosing that it was
unable to file the Form 10-K within the prescribed time period
without unreasonable effort or expense. As noted in the Form
12b-25, the Company is working diligently towards the goal of being
in a position to file the Form 10-K by the end of April 2024, but
at this time cannot predict with certainty when the preparation and
filing of the Form 10-K will be completed.
The Company intends to timely submit a plan to regain compliance to
the Nasdaq Listing Qualifications Department. During this time, and
for the extension period which may be granted to the Company by the
Nasdaq Listing Qualifications Department, the Company's securities
will continue to be listed on Nasdaq. Upon the Company's filing of
its Form 10-K and any subsequent period filing that will be due
within the 180-day period, the Company will again become compliant
with Nasdaq Marketplace Rule 5250(c)(1).
About Faraday Future
Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- designs and engineers next-generation
intelligent, connected, electric vehicles. FF intends to start
manufacturing vehicles at its production facility in Hanford,
California, with additional future production capacity needs
addressed through a contract manufacturing partner in South Korea.
FF is also exploring other potential contract manufacturing options
in addition to the contract manufacturer in South Korea. The
Company has additional engineering, sales, and operational
capabilities in China and is exploring opportunities for potential
manufacturing capabilities in China through a joint venture or
other arrangement.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going
concern.
The Company stated in its Quarterly Report for the period ended
Sept. 30, 2023, that based on its recurring losses from operations
since inception and continued cash outflows from operating
activities, the Company has concluded that there is substantial
doubt about its ability to continue as a going concern for a period
of one year from the date that these Condensed Consolidated
Financial Statements were issued.
FCA CONSTRUCTION: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized FCA Construction LLC to use cash collateral, on an
interim basis, in accordance with the budget, with a 20% variance.
The Debtor stipulates that, pursuant to pre-petition agreements,
the Debtor granted to the U.S. Small Business Administration a
valid lien and security interest in and to, among other things, all
of the Debtor's tangible and intangible personal property,
including, without limitation, all cash collateral generated and/or
in the Debtor's possession as of the Petition Date to secure all of
the Debtor's pre-petition obligations to the SBA.
As adequate protection for the Debtor's use of cash collateral, and
only to the extent of any post-petition diminution in the value of
the SBA's interest in the cash collateral, the SBA is granted
replacement security interests in and liens upon all post-petition
property of the Debtor and its estate and all proceeds and products
of such property to the extent that the SBA possessed, prior to the
Petition Date, a valid and perfected security interests in and lien
upon such property in each case to the same extent, validity and
priority as the pre-petition security interests and liens of the
SBA in and upon the pre-petition collateral.
The Adequate Protection Liens of the SBA will each be subject only
to (a) the Carve-Out and (b) valid, perfected, enforceable and
unavoidable liens and security interests granted by the Debtor or
operation of law to any person or entity that were superior in
priority to the pre-petition security interests and liens held by
the SBA and only to the extent such pre-petition liens are not
otherwise subject to avoidance or subordination.
The "Carve-Out" means (A) any and all expenditures authorized or
made pursuant to the Budget, whether or not paid: (i) the unpaid
fees and expenses of the Clerk of the Bankruptcy Court and the UST
pursuant to 28 U.S.C. section 1930(a)(6) and 28 U.S.C. section
156(c) (if applicable); (ii) the reasonable unpaid fees,
disbursements, costs, and expenses incurred by the subchapter V
trustee prior to the termination of the use of cash collateral and
in accordance with the Budget, to the extent allowed by the
Bankruptcy Court, whether by interim order, procedural order or
otherwise, after the termination of the use of cash collateral; and
(iii) the reasonable unpaid fees, disbursements, costs, and
expenses incurred by the Debtor's professionals prior to the
termination of the use of cash collateral and in accordance with
the Budget, to the extent allowed by the Bankruptcy Court, whether
by interim order, procedural order or otherwise, after the
termination of the use of cash collateral, in addition to any
retainer then held by such professional, for fees, disbursements,
costs, and expenses incurred.
A continued hearing on the matter is set for May 22, 2024 at 1
p.m.
A copy of the order is available at https://urlcurt.com/u?l=UrEIYQ
from PacerMonitor.com.
About FCA Construction LLC
FCA Construction LLC is a general contractor specializing in
residential construction and roofing, commercial construction and
roofing, disaster recovery, disaster roof replacement, and
electrical and mechanical services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 24-10702) on April 11,
2024. In the petition signed by Albert Courcelle, III, member, the
Debtor disclosed $3,417,686 in assets and $7,768,774 in
liabilities.
Judge Meredith S. Grabill oversees the case.
Tristan Manthey, Esq., at FISHMAN HAYGOOD, L.L.P., represents the
Debtor as legal counsel.
FORGE INNOVATION: Simon & Edward Raises Going Concern Doubt
-----------------------------------------------------------
Forge Innovation Development Corp. 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 its auditor expressed
that there is substantial doubt about the Company's ability to
continue as a going concern.
Rowland Heights, CA-based Simon & Edward LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency,
which raise substantial doubt about the Company's ability to
continue as a going concern.
The Company has suffered recurring losses from operations since
inception, resulting in an accumulated deficit of $2,485,934 as of
December 31, 2023.
For the year ended December 31, 2023, the Company reported a net
loss of $1,250,242 on $438,474 of total revenue, compared to a net
loss of $34,112 on $122,604 of revenue for the same period in
2022.
In view of these matters, continuation as a going concern is
dependent upon several factors, including the availability of debt
or equity funding upon terms and conditions acceptable to the
Company and ultimately achieving profitable operations.
Management's plan to alleviate the substantial doubt about the
Company's ability to continue as a going concern include attempting
to improve its business profitability, its ability to generate
sufficient cash flow from its operations and execute the business
plan of the Company in order to meet its operating needs on a
timely basis. However, there can be no assurance that these plans
and arrangements will be sufficient to fund the Company's ongoing
capital expenditures and other requirements. Management believes
that the Company's business plan provides it with an opportunity to
continue as a going concern. However, management cannot provide
assurance that the Company will meet its objectives and be able to
continue in operation.
As of December 31, 2023, the Company had $9,306,401 in total
assets, $5,987,982 in total liabilities, and $3,318,419 in total
equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/57f5r39h
About Forge Innovation Development
Jurupa Valley, CA-based Forge Innovation Development Corp. focuses
on real estate development, land purchasing and selling and
property management. The Company's primary objective is commercial
and residential land development, including, to a lesser extent,
the possible purchase and sale of real estate, targeting properties
primarily in Southern California.
FORMING MACHINING: $60MM Bank Debt Trades at 40% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Forming Machining
Industries Holdings LLC is a borrower were trading in the secondary
market around 60.1 cents-on-the-dollar during the week ended
Friday, April 19, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $60 million Term loan facility is scheduled to mature on
October 9, 2026. The amount is fully drawn and outstanding.
Forming Machining Industries Holdings, LLC is a supplier of
specialized components, primarily for the aerospace industry. The
Company specializes in large scale parts and complex subassemblies.
Its products include door, nacelle and wing structures.
FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 20% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Foundever Worldwide
Corp is a borrower were trading in the secondary market around 79.6
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.40 billion Term loan facility is scheduled to mature on
August 28, 2028. About $1.37 billion of the loan is withdrawn and
outstanding.
Foundever Worldwide Corp provides business process outsourcing
services. The Company offers digital, technology, training,
analytics, technical support, and consulting services. Foundever
Worldwide serves telecoms, utilities, and healthcare industries
worldwide.
FREEDOM PLUMBERS: Seeks Cash Collateral Access Thru July 27
-----------------------------------------------------------
Freedom Plumbers Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, for authority to
use cash collateral and provide adequate protection, in accordance
with its agreement with the U.S. Internal Revenue Service.
The parties agreed that the Debtor may use cash collateral l for
the period April 27, 2024 through July 27, 2024.
Freedom owes to the IRS delinquent prepetition payroll taxes for
2019 and 2020. The Debtor estimated in its bankruptcy schedules
that it owes $314,488 to the IRS for payroll tax obligations. The
IRS has filed a first priority, secured proof of claim, Claim No.
2, in the amount of $265,114, the extent, validity, and priority of
which the Debtor does not dispute.
Freedom requires the use of its monies and receivables to operate
its business.
As of the Petition Date, the Debtor held approximately $30,000 in
its bank accounts and had accounts receivable of approximately
$57,300.
The IRS is entitled, pursuant to 11 U.S.C. Sections 361, 363(c)(2),
and 363(e), to adequate protection of its interests in the cash
collateral, including the diminution in the value of their
interests therein, and the imposition of the automatic stay
pursuant to Section 11 U.S.C. Section 362, from and after the
Petition Date.
The Debtor will make adequate protection payments to the IRS in the
amount of $2,500 monthly with the first payment due on the 15th day
of the month following approval of the Second Stipulation by the
Bankruptcy Court.
The IRS will be provided a replacement lien which will attach to
the same post-petition property of the estate as its tax lien
attached to prepetition property of the Debtor, and with the same
validity, priority and description as that prepetition lien.
A copy of the stipulation is available at
https://urlcurt.com/u?l=Vcodi4 from PacerMonitor.com.
About Freedom Plumbers Corporation
Freedom Plumbers Corporation installs, replaces, repairs, inspects
and services septic tanks, pipes and systems, pumps and disposes of
waste.
Freedom replaces entire pipes and also relines pipes, inserting new
piping inside failing pipe. Freedom handles all aspects of grease
waste. It diagnoses grease problems, maintains and cleans pumps,
inspects, repairs and replaces grease traps, cleans drains, videos
pipes both residential and commercial. Freedom clears drains for
businesses and homes. Using LED cameras and leak detection
equipment, Freedom diagnoses problems with pipes. Freedom services,
inspects, repairs, replaces, and installs grinder stations for both
commercial and residential applications. Freedom inspects sewer
pipes and lines both by camera and visually to diagnose problems.
Freedom removes and replaces sewer pipes. Freedom maintains sewer
lines and rehabilitates old, corroded pipes from the inside using
an epoxy resin formula.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Case No. 20-10534) on Feb. 20, 2020, listing
under $1 million on both assets and liabilities.
Judge Klinette Kindred oversees the case.
Ann E. Schmitt, Esq. at Culbert & Schmitt, PLLC, represents the
Debtor as counsel.
FUTURE FINTECH: Fortune CPA Raises Going Concern Doubt
------------------------------------------------------
Future FinTech Group 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 its auditor expressed that there
is substantial doubt about the Company's ability to continue as a
going concern.
Orange, CA-based Fortune CPA, Inc., the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered losses from
operations, which raise substantial doubt about its ability to
continue as a going concern.
For the years ended December 31, 2023 and 2022, the Company
reported a net loss of $34 million and $14.3 million,
respectively.
The Company incurred operating losses and had negative operating
cash flows and may continue to incur operating losses and generate
negative cash flows as the Company implements its future business
plan. The Company's operating losses amounted $34.4 million, and it
had negative operating cash flows amounted $17.23 million as of
December 31, 2023. These factors raise substantial doubts about the
Company's ability to continue as a going concern. The Company has
raised funds through issuance of convertible notes and common
stock.
The ability of the Company to continue as a going concern is
dependent upon its ability to successfully execute its new business
strategy and eventually attain profitable operations.
As of December 31, 2023, the Company had $60.9 million in total
assets, $18.5 million in total liabilities, and $42.4 million in
total shareholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/2u7sbajt
About Future FinTech Group
Future FinTech Group Inc. is a holding company incorporated under
the laws of the State of Florida. The Company historically engaged
in the production and sale of fruit juice concentrates (including
fruit purees and fruit juices), fruit beverages (including fruit
juice beverages and fruit cider beverages) in the PRC. Due to
drastically increased production costs and tightened environmental
laws in China, the Company had transformed its business from fruit
juice manufacturing and distribution to financial technology
related service businesses. The main business of the Company
includes supply chain financing services and trading in China,
asset management business in Hong Kong and cross-border money
transfer service in UK.
FYE SPORTS: Sylvia Mayer Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S.
Mayer Law, PLLC as Subchapter V trustee for FYE Sports Cards LLC.
Ms. Mayer will be paid an hourly fee of $450 for her services as
Subchapter V trustee and an hourly fee of $195 for paralegal
services. In addition, the Subchapter V trustee will receive
reimbursement for work-related expenses incurred.
Ms. Mayer declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Sylvia Mayer, Esq.
S. Mayer Law, PLLC
P.O. Box 6542
Houston, TX 77265
Telephone: (713) 893-0339
Facsimile: (713) 661-3738
Email: smayer@smayerlaw.com
About FYE Sports Cards
FYE Sports Cards, LLC is a sports card store in Colleyville,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31613) on April 10,
2024, with $58,561 in total assets and $1,783,388 in total
liabilities. David Michael Fye, managing member, signed the
petition.
Judge Eduardo V. Rodriguez oversees the case.
Susan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor
as legal counsel.
G.H. REID: Unsecured Claims to be Paid 100% in Plan
---------------------------------------------------
G.H. Reid Enterprises, LLC, filed a Second Amended Chapter 11 Plan
of Reorganization.
G.H. Reid Enterprises, LLC, is a Texas limited liability company.
The Debtor's primary asset is a parcel of developed real property
located at 6300 Dixie Drive, Houston, Texas 77087. The real
property is approximately 1.1 acres with two buildings (the
"Property").
The funds used for the repayment of claims or other distributions
to be made under the Plan will come from the income generated from
the Property, the new equity contribution, plus any other available
funds or property that the Reorganized Debtor may otherwise possess
on or after the Effective Date, including, without limitation, any
such funds or property which may be provided through additional
capital contributions, and the proceeds of any sale, refinancing,
or other disposition of the Debtor's Assets.
At the time of the filing of this Plan, ten claims had been filed
in this case: City of Houston claim #1 for $3,887, (secured tax
claim) Houston Community College System #2 for $650 (secured tax
claim), Houston ISD claim #3 for $6,500, (secured tax claim) Hobby
Area District claim #4 for $2,736 (secured tax claim),
Constellation NewEnergy claim #5 for $1,638 (unsecured claim), RJMG
Fund Claim #6 for $563,318 (secured deed of trust claim), Relative
Lending claim #7 for $22,026 (unsecured) claim, Panacea Fund claim
#8 for $26,478 (secured tax claim), City of Houston Public Works
claim #8 for $3,101 (priority claim) and the United States Trustee
claim #10 (unsecured) for $500. All other amounts as described
herein are estimated.
Class 5: Holders of Unsecured Claims will be paid in full. Allowed
Unsecured Claims will be paid 100% of the Allowed amounts without
interest in consecutive equal quarterly payments for up to 5 years
as set forth in the projections. The first quarterly payment will
be due and payable on the first business day of the first calendar
quarter starting in 2025 and continuing each respective calendar
quarter thereafter. The Debtor will fully pay all allowed claims by
the calendar quarter for the end of 2028. The Debtor may object to
any claims in this class including without limitation the claim of
Relative Lending. Class 5 Claims are impaired by the Plan.
A copy of the Plan of Reorganization dated April 10, 2024, is
available at https://tinyurl.ph/qEgMF from PacerMonitor.com.
About G.H. Reid Enterprises
G.H. Reid Enterprises, LLC, is a Texas limited liability company
founded in 2012.
The Debtor filed a petition for Chapter 11 protection (Bankr. S.D.
Texas Case No. 23-34381) on Nov. 7, 2023, with as much as $1
million in both assets and liabilities. Albert Ortiz, managing
member, signed the petition.
Judge Jeffrey P. Norman oversees the case.
The Debtor tapped Reese W. Baker, Esq., at Baker & Associates, as
legal counsel.
GALLERIA 2425: NBK Proposes Plan of Liquidation
-----------------------------------------------
National Bank of Kuwait S.A.K.P., New York Branch ("NBK") submitted
a Plan of Liquidation for debtor Galleria 2425 Owner, LLC.
.
The Debtor's sole asset is real property located at 2425 West Loop
South, Houston, Texas 77027 (the "Property") from which the Debtor
generated substantially all its income.
The Plan proposes that the Debtor's Property be sold through a
public auction run by the Chapter 11 Trustee. Pursuant to the
Purchase Agreement, NBK has agreed to purchase the Property through
a credit bid in the amount of $18,600,000, subject to any higher
and better offers that may be received; NBK reserves the right to
increase its credit bid.
In general, the Plan provides that if NBK is the Successful Bidder,
NBK will make a Cash contribution to the Estate in an amount
sufficient to (i) satisfy in full Other Secured Claims and Other
Priority Claims; (ii) pay 70% of the Trade General Unsecured Claims
in Cash on or after the Effective Date; and (iii) fund the
Liquidation Trust. If NBK is not the Successful Bidder, then the
Plan provides that the foregoing sums will be paid out of the
third-party Purchase Price with the balance being paid to NBK on
account of its secured claim against the Debtor.
Unsecured claims will receive the following treatment:
* Class 5(a) Trade General Unsecured Claims are impaired. Each
holder of a Trade General Unsecured Claim will receive (x) Cash
equal to 70% of the Allowed amount of such Claim, and (y) a
pro-rata share of the Liquidation Trust Assets.
* Class 5(b) Other General Unsecured Claims are impaired. Each
holder of an Other General Unsecured Claim will a pro rata share of
the Liquidation Trust Assets; provided, however, NBK will be deemed
to have an Other General Unsecured Claim equal to 90% of the
Allowed amount of the NBK Deficiency Claim as determined by the
Successful Bid and in accordance with section 506 of the Bankruptcy
Code. The NBK Deficiency Claim will not be subject to objection,
disallowance, offset, reduction or subordination.
If NBK is the successful bidder, on or after the Effective Date,
NBK will contribute cash to the Estate in the amounts necessary for
the following: (i) payment of the Distribution Account Claims in
full; (ii) initial funding of the Liquidation Trust in the amount
of $150,000; and (iii) payment of $238,309 to Trade General
Unsecured Claims, as provided for in Article III(B)(f).
Counsel for National Bank of Kuwait, S.A.K.P., New York Branch:
Charles C. Conrad, Esq.
Ryan Steinbrunner, Esq.
PILLSBURY WINTHROP
SHAW PITTMAN LLP
609 Main Street Suite 200
Houston, TX 77002
Tel: (713) 276-7600
Fax: (713) 276-7634
E-mail: charles.conrad@pillsburylaw.com
ryan.steinbrunner@pillsburylaw.com
-and-
Andrew M. Troop, Esq.
Patrick E. Fitzmaurice, Esq.
Kwame O. Akuffo, Esq.
PILLSBURY WINTHROP
SHAW PITTMAN LLP
31 West 52nd Street
New York, NY 10019
Tel: (212) 858-1000
Fax: (212) 858-1500
E-mail: andrew.troop@pillsburylaw.com
patrick.fitzmaurice@pillsburylaw.com
kwame.akuffo@pillsburylaw.com
A copy of the Plan of Liquidation dated April 10, 2024, is
available at https://tinyurl.ph/FCntK from PacerMonitor.com.
About Galleria 2425 Owner
Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5,
2023. In the petition signed by Dward Darjean, manager, the Debtor
disclosed up to $50 million in assets and up to $100 million in
liabilities.
Judge Christopher M. Lopez oversees the case.
Melissa S. Hayward, Esq., at Hayward PLLC, is the Debtor's legal
counsel.
GAMIDA CELL: Chapter 15 Case Summary
------------------------------------
Chapter 15 Debtor: Gamida Cell Ltd.
Chapter 15 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-10847
Judge: Hon. J. Kate Stickles
Foreign Proceeding: ________
Foreign Representative: Abigail L. Jenkins
Foreign
Representative's
Counsel: Stanley Tarr, Esq.
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is now available for
download. Follow this link to get a copy today
https://www.pacermonitor.com.
GARDEN STATE: Seeks Cash Collateral Access
------------------------------------------
Garden State Academy Preschool of the Arts & Kindergarten LLC asks
the U.S. Bankruptcy Court for the District of New Jersey for
authority to use cash collateral and provide adequate protection.
Over the years, the Debtor has borrowed funds from traditional
lenders, from the U.S. Small Business Administration, and from
lenders of last resort -- so called "Merchant Capital Lenders." The
Debtors have several secured creditors including the following and
the approximately amount owed as of the filing date:
A. Fundworks, LLC: $140,275.
B. U.S. Small Business Administration: $1,030,700 (payments
starting April 2024).
C. ODK Capital LLC dba On-Deck: $77,979.
D. Funding Metrics, LLC dba Lendini: $85,909.
E. TD Bank Line of Credit: $22,253.
F. TD Bank Term Loan: $39,911
Total: $1,396,330.
Other than the SBA loan, the loans are in default. The other loans
are primarily loans from MCLs that for several on their face appear
to be a "purchase" of the Debtors' future cash streams or
receivables, but in essence and substance are secured loan
transactions. Several of the MCLs have not filed UCC financing
statements and thus the Debtor believes that it can set aside their
liens as unperfected pursuant to its avoidance powers.
The Debtor proposes adequate protection in the form of a
replacement lien on all asset types covered by the Secured
Creditors' applicable agreements in the same order, validity and
priority as existed on the Petition Date, subject to the Debtor's
ability to challenge any unperfected or undersecured liens.
A copy of the motion is available at https://urlcurt.com/u?l=E9PtFR
from PacerMonitor.com.
About Garden State Academy Preschool of the
Arts
and Kindergarten LLC
Garden State Academy Preschool of the Arts and Kindergarten LLC is
a unique preschool and kindergarten that offers Master level
teachers and creative curriculum. GSA has programs for children six
weeks to five years old, featuring Little Sprouts, Preschool and
Kindergarten programs to fit the needs of any developmental stage
of childhood.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-13908) on April 17,
2024. In the petition signed by Linda Pecchia, owner, the Debtor
disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Raymond Patella, Esq., at JAVERBAUM WURGAFT HICKS KAHN WIKSTROM
SININS PC, represents the Debtor as legal counsel.
GOTO GROUP: $958.9MM Bank Debt Trades at 24% Discount
-----------------------------------------------------
Participations in a syndicated loan under which GoTo Group Inc is a
borrower were trading in the secondary market around 76.5
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $958.9 million Term loan facility is scheduled to mature on
April 28, 2028. The amount is fully drawn and outstanding.
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
GREATER LIBERTY: Court OKs Cash Collateral Access Thru April 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Greater Liberty Pentecostal Church, Inc. to use cash
collateral on an interim basis, in accordance with the budget,
through April 30, 2024.
On March 31, 2014, the Debtor executed and delivered to TD Bank a
Mortgage Loan Note to secure the sum of $380,000.
As additional security for payment of the Loan, the Debtor, on
March 31, 2014, executed, acknowledged and delivered to TD Bank a
Mortgage and Security Agreement in the amount of $380,000
encumbering the real property known as and located at 450 East
172nd Street, Bronx, New York 10457.
The Mortgage was duly recorded on April 25, 2014 in the Bronx
County Clerk's Office under Instrument Number: 2014000141147.
As additional security for payment of the Loan, the Debtor, on
March 31, 2014, executed, acknowledged and delivered to TD Bank an
Assignment of Leases & Rents.
As of the Petition Date, TD Bank asserts that $725,288 is due and
owing by the Debtor to TD Bank under the Loan Documents.
TD Bank asserts that it holds a duly perfected security interest in
and lien upon the Property and rents generated arising therefrom.
As adequate protection for and to the extent of any decrease from
the Petition Date in the value of TD Bank's collateral arising from
the Debtor's use of cash collateral, upon entry of the Interim
Order, the Debtor will make two payments to TD Bank in the amount
of $3,547, which will be due and payable by the Debtor to TD Bank
on April 15, 2024.
As additional adequate protection for and to the extent of any
decrease from the Petition Date in the value of TD Bank's
collateral arising from the Debtor's use of cash collateral, TD
Bank is granted a valid, perfected, and enforceable, post-petition
replacement lien on and security interest in all of the Debtor's
assets constituting TD Bank's Pre-Petition Collateral and the
proceeds thereof; provided, however, the Replacement Lien will not
extend to the estate's avoidance claims under Sections 544, 547,
548, and 550 of the Bankruptcy Code.
The Replacement Lien(s) granted by the Interim Order are deemed
perfected, without the necessity of filing any documents or
otherwise complying with nonbankruptcy law in order to perfect
security interests and record liens, with such perfection being
binding upon all parties.
The Replacement Liens and the Super-Priority Claims will be
subordinate only to the fees and expenses of the Clerk of the
Bankruptcy Court and the fees of the Office of the U.S. Trustee
pursuant to 28 U.S.C. Section 1930(a) plus applicable interest on
any such fees, the fees and expenses of the Sub Chapter V Trustee
in an amount not to exceed $5,000 and the fees and commissions of a
hypothetical Chapter 7 Trustee in an amount not to exceed $5,000.
However, the Carve Out will be payable solely from assets in the
possession of the Debtor and not from TD Bank and none of the Carve
Out may be used for the enforcement of any objection to the TD Bank
Claim or actions against TD Bank.
The Debtor's authority to continue to use cash collateral will be
revoked without further order of the Court in the event of the
earliest to occur of any of the following:
a. Entry of any order dismissing the within case or converting the
within case to Chapter 7 of the Bankruptcy Code;
b. Entry of an order authorizing the appointment of a Chapter 11
trustee, or examiner with expanded powers in the Chapter 11 case;
c. The Debtor's failure to comply with any of the material terms or
conditions of the Interim Order and which failure is not cured
after three days written notice (whether by fax, e-mail, U.S. Mail,
or overnight delivery) to the Debtor's counsel, the Subchapter V
Trustee and the Office of the United States Trustee;
d. Entry of an order of the Court terminating the Interim Order;
and/or
e. Except as may be authorized by Order of the Court, the Debtor
granting, creating, incurring or suffering to exist any
post-petition liens or security interests other than those granted
pursuant to the Interim Order.
A final hearing on the matter is set for April 30 at 4 9.m.
A copy of the order is available at https://urlcurt.com/u?l=sdJTtR
from PacerMonitor.com.
About Greater Liberty
Greater Liberty Pentacostal Church, Inc. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 23-11473) on Sept. 11, 2023, with as much as $50,000 in
assets and $100,001 to $500,000 in liabilities. Jolene Wee of JW
Infinity Consulting, LLC has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
Anne J. Penachio, Esq., at Penachio Malara, LLP represents the
Debtor as legal counsel.
GRUPO HIMA: Seeks to Extend Plan Exclusivity to May 15
------------------------------------------------------
Grupo Hima San Pablo, Inc., and its affiliates asked the U.S.
Bankruptcy Court for the District of Puerto Rico to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to May 15 and July 15, 2024, respectively.
This is the Debtors' fourth request for extension of the Exclusive
Periods and comes almost eight months after the Petition Date. The
Debtors have made significant strides forward thus far. But, as
would be expected given the scope of what must be achieved in this
chapter 11 case, much work remains.
The Debtors anticipate that the requested of a 30-day extension of
the Exclusive Periods will allow the Debtors sufficient time to
conclude its negotiations with the UCC and secured lender, file a
Disclosure Statement and Plan, and chart an exit course for these
cases.
The Debtors explain that they are not seeking an extension of their
Exclusive Periods to pressure creditors. To this date the Debtors'
efforts have been aimed towards preserving Debtors' assets,
reconciling them with these ongoing proceedings and now, moving to
reconcile claims to then allocate the sources of proceeds which
will be available through the Plan of Reorganization.
The Debtors claim that they require additional time to negotiate a
Plan of Reorganization and prepare adequate information to allow a
creditor to determine whether to accept such Plan. As stated
before, upon the conclusion of ongoing day-to-day healthcare
operations of the estate, the Debtors are required to do some final
reconciliations of the available funds, with their intent to
finalize the plan to be proposed to their creditors.
Further, the alternatives or strategies to be implemented have
required discussion and are being discussed with the secured
creditors and the UCC.
Accordingly, the Debtors are currently concluding the final
negotiations with the secured creditor and the UCC, which
ultimately will aid and dictate the contents of a plan. Currently,
this has been an ongoing process and such work requires an
extension of the Debtors' Exclusive Periods.
Attorneys for the Debtor:
Wigberto Lugo Mender, Esq.
Alexis A. Betancourt Vincenty, Esq.
Lugo Mender Group, LLC
100 Carr. 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787) 707-0404
Fax: (787) 707-0412
Email: wlugo@lugomender.com
About Grupo Hima San Pablo
Grupo HIMA San Pablo, Inc. serves as a diversified healthcare
services holding company pursuant to a corporate reorganization of
several businesses related by common ownership. Through its
subsidiaries and affiliates, Grupo HIMA San Pablo primarily owns
and operates hospital facilities and other healthcare related
businesses. As of August 2023, the HIMA GROUP operates four
hospitals, with over 1,200 licensed beds, including an Oncological
Hospital, a multi-specialty physician practice management company,
Home Care Service (including infusion therapies and wound care), a
free-standing ambulatory center and a 16-ambulance service
company.
Grupo HIMA San Pablo and its affiliates filed Chapter 11 petitions
(Bankr. D. P.R. Lead Case No. 23-02510) on Aug. 15, 2023. In the
petition signed by its chief executive officer, Armando J.
Rodriguez-Benitez, Grupo HIMA San Pablo disclosed $500 million to
$1 billion in assets and $100 million to $500 million in
liabilities.
Judge Enrique S. Lamoutte Inclan oversees the cases.
Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC and
Pietrantoni Mendez & Alvarez, LLC serve as the Debtors' bankruptcy
counsel and special counsel, respectively.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 7, 2023. Porzio, Bromberg & Newman,
P.C. is the committee's legal counsel.
Edna Diaz De Jesus is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
GUILLERMO'S LLC: Brad Odell of Mullin Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 7 appointed Brad Odell, Esq., at Mullin
Hoard & Brown, LLP, as Subchapter V trustee for Guillermo's, LLC.
Mr. Odell will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Odell declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brad W. Odell
Mullin Hoard & Brown, LLP
P.O. Box 2585
Lubbock, TX 79408
Direct: 806-712-1238
Office: 806-765-7491
Mobile: 469-449-3690
Email: bodell@mhba.com
About Guillermo's LLC
Guillermo's, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
24-50623) on April 8, 2024. In the petition signed by William J.
Garza, president, the Debtor disclosed $100,001 to $500,000 in both
assets and liabilities.
Judge Craig A. Gargotta oversees the case.
William R. Davis Jr., Esq., at Langley & Banack, Inc. represents
the Debtor as legal counsel.
H-FOOD HOLDINGS: $1.15BB Bank Debt Trades at 31% Discount
---------------------------------------------------------
Participations in a syndicated loan under which H-Food Holdings LLC
is a borrower were trading in the secondary market around 68.8
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.15 billion Term loan facility is scheduled to mature on May
30, 2025. About $1.08 billion of the loan is withdrawn and
outstanding.
H-Food Holdings, LLC manufactures and distributes packaged food
products. The Company serves customers in the State of Illinois.
H-FOOD HOLDINGS: $415MM Bank Debt Trades at 31% Discount
--------------------------------------------------------
Participations in a syndicated loan under which H-Food Holdings LLC
is a borrower were trading in the secondary market around 68.7
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $415 million Term loan facility is scheduled to mature on May
30, 2025. About $405.7 million of the loan is withdrawn and
outstanding.
H-Food Holdings, LLC manufactures and distributes packaged food
products. The Company serves customers in the State of Illinois.
H-FOOD HOLDINGS: $515MM Bank Debt Trades at 31% Discount
--------------------------------------------------------
Participations in a syndicated loan under which H-Food Holdings LLC
is a borrower were trading in the secondary market around 68.7
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $515 million Term loan facility is scheduled to mature on May
30, 2025. About $488 million of the loan is withdrawn and
outstanding.
H-Food Holdings, LLC manufactures and distributes packaged food
products. The Company serves customers in the State of Illinois.
HARVARD APPARATUS: Inks Deal to Sell $1.5M Worth of Common Shares
-----------------------------------------------------------------
Harvard Apparatus Regenerative Technology, Inc. disclosed in a Form
8-K filed with the Securities and Exchange Commission that it
entered into Securities Purchase Agreements with certain investors
pursuant to which the Investors agreed to purchase in a private
placement an aggregate of 367,767 shares of common stock for the
aggregate purchase price of $1.5 million and a purchase price per
unit of $4.03.
The Purchase Agreements include customary representations,
warranties and covenants.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement. In addition, such representations,
warranties and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreement and not as
statements of fact, and (ii) may apply standards of materiality in
a way that is different from what may be viewed as material by
stockholders of, or other investors in, the Company. Accordingly,
the form of Purchase Agreement is included with this filing only to
provide investors with information regarding the terms of
transaction, and not to provide investors with any other factual
information regarding the Company. Stockholders should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be
fully reflected in public disclosures.
About Harvard Apparatus Regenerative
Holliston, Massachusetts-based Harvard Apparatus Regenerative
Technology, Inc. formerly Biostage, Inc., is a clinical-stage
biotechnology company focused on the development of regenerative
medicine treatments for disorders of the gastro-intestinal system
and other organs that result from cancer, trauma or birth defects.
The Company's technology is based on its proprietary cell-therapy
platform that uses a patient's own stem cells to regenerate and
restore function to damaged organs. The Company believes that its
technology represents a next generation solution for restoring
organ function because it allows the patient to regenerate their
own organ, thus eliminating the need for human donor or animal
transplants, the sacrificing of another of the patient's own organs
or permanent artificial implants.
Boston, MA-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
28, 2024, citing that the Company has suffered recurring losses
from operations, has an accumulated deficit, uses cash flows in its
operations, and will require additional financing to continue to
fund its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
HEPION PHARMACEUTICALS: Grassi & Co. Raises Going Concern Doubt
---------------------------------------------------------------
Hepion Pharmaceuticals, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that its auditor expressed that there
is substantial doubt about the Company's ability to continue as a
going concern.
Jericho, New York-based Grassi & Co. CPAs, PC, the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company's significant
operating losses and negative cash flows from operations since
inception raise substantial doubt about its ability to continue as
a going concern.
As of December 31, 2023, the Company had $14.8 million in cash, an
accumulated deficit of $224.6 million, and working capital of $12.2
million. For the year ended December 31, 2023, cash used in
operating activities was $40.9 million, and the Company had a net
loss of $48.9 million. The Company has not generated revenue to
date and has incurred substantial losses and negative cash flows
from operations since its inception. The Company has historically
funded its operations through issuances of convertible debt, common
stock and preferred stock.
"We expect to incur significant and increasing operating losses for
the next several years as we expand our research and development
efforts, continue our clinical trials, acquire or license
technologies, advance other product candidates into clinical
development, complete clinical trials, seek regulatory approval
and, if we receive FDA approval, commercialize our products. In
November 2020 and February 2021, we raised net proceeds of
approximately $31.6 million and $82.1 million, respectively, to
fund our future operations," Hepion said.
"Due to our recurring and expected continuing losses from
operations, we have concluded there is substantial doubt in our
ability to continue as a going concern within one year of the
issuance of these consolidated financial statements without
additional capital becoming available. In October 2023 and February
2024, we raised $5 million and $2 million, respectively through the
sale of common stock and warrants," the Company said.
As of December 31, 2023, the Company had $18.1 million in total
assets, $10.8 million in total liabilities, and $7.3 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/yy6vvr5u
About Hepion Pharmaceuticals
Hepion Pharmaceuticals, Inc. is a biopharmaceutical company
headquartered in Edison, New Jersey, focused on the development of
drug therapy for treatment of chronic liver diseases. This
therapeutic approach targets fibrosis, inflammation, and shows
potential for the treatment of hepatocellular carcinoma associated
with non-alcoholic steatohepatitis, viral hepatitis, and other
liver diseases.
HIGHLANDS GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Highlands Group LLC
d/b/a The Highlands at North Fork
424 Country Club Road
Johnstown, PA 15905
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 24-70160
Debtor's Counsel: Christopher M. Frye, Esq.
STEIDL & STEINBERG, P.C.
707 Grant Street
Suite 2830- Gulf Tower
Pittsburgh, PA 15219-1908
Tel: 412-391-8000
Fax: 412-391-0221
Email: chris.frye@steidl-steinberg.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian C. Durham as member.
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/VKOEIUQ/The_Highlands_Group_LLC__pawbke-24-70160__0001.0.pdf?mcid=tGE4TAMA
HORNBLOWER HOLDCO: S&P Withdraws 'D' ICR After Chapter 11 Filing
----------------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on ferry operator
Hornblower HoldCo LLC. This follows our downgrade of the company to
'D' after its Chapter 11 filing in February 2024.
HUSKEMAW OPTICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Huskemaw Optics, LLC
115 West Yellowstone Avenue
Cody, WY 82414
Business Description: Huskemaw offers long-range hunting optics.
Chapter 11 Petition Date: April 21, 2024
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 24-20141
Judge: Hon. Cathleen D Parker
Debtor's Counsel: Bradley T. Hunsicker, Esq.
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
2120 Carey Avenue, Suite 101
Cheyenne, WY 82001
Tel: 307-778-8178
E-mail: bhunsicker@markuswilliams.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chase Myers, chief operating officer of
BOTW Holdings, LLC.
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/CONT3AA/Huskemaw_Optics_LLC__wybke-24-20141__0001.0.pdf?mcid=tGE4TAMA
IAMGOLD CORP: S&P Ups ICR to 'B-' on Cote Gold Project Completion
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Toronto-based
gold producer IAMGOLD Corp. to 'B-' from 'CCC+' and assigned a
stable outlook. At the same time, S&P raised its issue-level
ratings on the company's unsecured notes to 'B-' from 'CCC' and
revised its recovery rating to '3' from '5'.
The stable outlook reflects S&P's expectation for IAMGOLD to
maintain sufficient liquidity and generate improved cash flow and
leverage measures over the next 12 months.
S&P said, "The upgrade reflects our view of IAMGOLD's improved
production and cash flow visibility upon completing the
construction of its Cote Gold mine. Following the completion of
construction and first gold pour at Cote Gold in Ontario, Canada,
IAMGOLD is ramping up operations at the mine and targeting
commercial production in third-quarter 2024. With commercial
production in sight, we now see increased production visibility
from the project, leading to improved cash flow and leverage
prospects over the next couple of years. At the same time, we
believe that much of the financial and execution risks associated
with the project, that we had factored in at the previous 'CCC+'
rating, have subsided.
"Cote Gold is a large project, 60% owned by IAMGOLD, that we
estimate will contribute an average annual gold production of about
365,000 ounces (oz; on a 100% basis) over an 18-year mine life,
with average annual gold output expected close to 500,000 oz in the
first six years of operations. The mine is also expected to have a
relatively low life-of-mine per unit cash costs and all-in
sustaining costs, about $700 per oz and $850/oz, respectively. We
believe the contribution from the mine will significantly increase
IAMGOLD's production and improve its consolidated cost profile.
"We estimate IAMGOLD's attributable gold production from Cote (for
its 60% interest) will be about 150,000 oz in 2024, and increase to
mid-200,000 oz area next year on gradual ramp-up of mining
activity, raising the company's annual gold output 40%-45% above
2023 levels by end of 2025. At that point, we estimate the
company's consolidated cash costs to improve to about $1,000/oz
(from about $1,275/oz in 2023). Still, it is likely to remain one
of the higher-cost producers globally. Furthermore, earnings
generated from Cote Gold (located in Canada) will reduce IAMGOLD's
dependence on its Essakane mine and its exposure to operations in
the high-risk jurisdiction of Burkina Faso.
"We expect IAMGOLD will generate stronger cash flow and leverage
measures, and transition to positive free operating cash flows
(FOCF) in 2025. Under our base case, we expect the company will
generate significantly higher earnings in 2024, supported by
expected gold production from the new mine, with further upside in
2025 from the asset's first full year of contribution. As a result,
we estimate IAMGOLD's adjusted debt to EBITDA (leverage) to
significantly improve to the mid-3x area in 2024 (from 5.2x at the
end of 2023), and strengthen to the low-3x area next year. We also
estimate the company will transition to positive free operating
cash flow generation in 2025 as Cote production gradually increases
and capital spending declines. Our estimates incorporate our gold
price assumption of $1,900/oz for the rest of 2024 and $1,700/oz in
2025."
That said, ramp-up challenges at a greenfield mining project are
not uncommon, and could potentially delay Cote reaching its design
capacity level throughput and steady state operations. This could
defer improvement in cash flow and leverage measures beyond S&P's
current expectations. Also, its assessment incorporates the
potential for significant volatility in the company's credit
measures due to unexpected gold price swings, especially because of
IAMGOLD's relatively high-cost structure. IAMGOLD's gold hedges
(associated with gold prepay transactions) for a portion of its
gold output for 2024-2025, with floor price ranging from
$1,750/oz-$2,100/oz, provide some cash flow protection until it is
able to fully ramp-up the production at its Cote mine.
S&P said, "We believe the company will have sufficient liquidity
during a period of Cote Gold ramp-up. As of Dec. 31, 2023, the
company had $367 million of cash and $387 million availability
under its revolver. The company's recent gold prepay transactions
will also provide IAMGOLD about $120 million of cash inflow in
first-half 2024 for delivering 62,500 oz of gold in first-half
2025. We also expect the company will receive $84 million of gross
proceeds later this year as remaining consideration for asset sales
completed in 2023. We believe these liquidity sources, along with
ongoing operating cash flows from existing producing assets,
provide the company sufficient liquidity to cover its free
operating cash flow deficit this year that we estimate to be about
$250 million. This deficit stems primarily from the remaining
capital expenditures (capex) at Cote, and sustaining capex at the
company's other mines."
Additionally, gold prices have averaged more than $2,100/oz year to
date in 2024 and current spot prices (close to $2,400/oz) remain
well above our $1,900/oz assumption for the rest of the year. If
gold prices remain sustainably above S&P's assumptions, it could
provide the company with a higher-than-anticipated operating cash
flow. This could reduce IAMGOLD's need to utilize its existing
liquidity to cover remaining planned spending at the Cote Gold
project until reaching commercial production, and/or allows it
increased financial flexibility for any potential delays in
production ramp-up.
S&P said, "The stable outlook primarily reflects our view that the
company will have sufficient liquidity to ramp up the Cote Gold
project toward commercial production later this year. We also
expect that IAMGOLD's cash flow and credit measures will improve
this year, with adjusted debt to EBITDA estimated in the mid-3x
area, on expected production contribution from Cote Gold and
favorable gold prices.
"We could lower our ratings on IAMGOLD within the next 12 months if
we view its capital structure as unsustainable. This could occur if
higher-than-expected free operating cash flow deficits or
lower-than-expected gold margins lead to significantly higher debt
and weakened liquidity. In our view, this could result from ramp-up
challenges at Cote Gold, gold prices sustainably below our current
price assumptions, or material operating issues that negatively
affect production or unit costs.
"We could raise our rating on IAMGOLD within the next 12 months if
the company progresses Cote Gold operations toward commercial
production later this year and achieves production and cash costs
that are generally in line with or better than our expectations. In
such a scenario, we would expect steady state operations at Cote
Gold, and IAMGOLD to generate and sustain adjusted debt to EBITDA
of about 3x or lower while generating positive FOCF."
ICU MEDICAL: Fitch Alters Outlook on 'BB' LongTerm IDR to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed ICU Medical, Inc.'s Long-Term Issuer
Default Rating (IDR) at 'BB' and its senior secured term loan
rating at 'BB+'/'RR2'.
Fitch revised the Rating Outlook to Negative from Stable,
reflecting Fitch's expectation that EBITDA leverage will sustain
above 4.0x and that an extended period of product-quality
remediation and restructuring activities will place additional
pressure on ICU Medical's ability to generate meaningful FCF in the
near term.
Fitch would consider a downgrade of ICU Medical's ratings should it
become apparent that the company is unable to reduce leverage below
4.0x over the next 12-24 months.
KEY RATING DRIVERS
Uncertainty Surrounding Margin Improvement: Fitch expects
Fitch-defined EBITDA margins to decline in 2024 by more than 250
bps from 16.7% in 2023, as ICU Medical continues to run production
below demand to reduce inventory levels in 1H24. Specifically,
Fitch expects the company-reported adjusted gross margin to decline
150bps-200bps in 1H24 vs. 2H23, and Fitch assumes some improvement
in 2H24 from higher manufacturing volumes, as inventory reductions
taper and from price increases.
However, EBITDA margins could be further negatively impacted by
unfavorable macroeconomic factors and geopolitical risks. Fitch's
Ratings Case forecast assumes EBITDA, on a like-for-like basis,
compares to the lower end of the company's 2024 guidance of $330
million-$370 million.
Fitch expects EBITDA margins to expand back to 16%-17% in 2025,
reflecting Fitch's expectation of a more stable production level
exiting 2024 and the assumed positive impact from contract renewals
with several large group purchasing organizations in late 2024, as
well as growth in the higher-margin Consumables segment. ICU
Medical could see incremental margin benefits post-2024 from
manufacturing and supply chain consolidation synergies and from the
introduction of the new Plum Duo infusion pump system to a broader
market.
Deleveraging Hinges on Margin Expansion: Fitch expects
Fitch-defined EBITDA leverage to remain above 4.0x in 2024 and
2025, and to sustain in the 3.0x-4.0x range thereafter and as
compared to 4.6x for the year ended Dec. 31, 2023. Fitch does not
expect ICU Medical to make voluntary debt repayments, as Fitch
believes the company will likely focus on funding product-quality
remediation and restructuring expenses and will further invest in
future cash flow generation.
Fitch expects ICU Medical to maintain moderate headroom under its
financial covenants throughout 2024. However, any material
deviation (on the downside) from Fitch's current expectation could
result in a financial covenant violation. As per the credit
agreement, ICU Medical is required to maintain a senior secured
leverage ratio of no more than 4.5x until June 30, 2024, with
step-downs to 4.0x thereafter, and an interest coverage ratio of no
less than 3.0x. The company was in compliance with the
aforementioned financial covenants as of Dec. 31, 2023.
Cash Flow Likely to Improve: Excluding any impact from the accounts
receivable purchase program, Fitch forecasts positive FCF of $40
million-$50 million in 2024 and $60 million-$90 million per year in
2025 and 2026. Positive cash flow generation in 2024 will be
primarily driven by Fitch's expectation of further inventory
reductions in 1H24. Thereafter, Fitch assumes annual net working
capital outflows of $25 million-$50 million as manufacturing levels
normalize. Fitch further expects ICU Medical will continue to
invest in product-quality remediation and restructuring activities
over the forecast period, and to maintain annual capex of 4%-5% of
revenue.
Growth Prospects and Execution Risk: Excluding the manufacturing
contract with Pfizer, Fitch forecasts revenue growth in the low
single digits. This reflects Fitch's assumptions of low to
mid-single digit revenue growth for Consumables and Infusion
Systems segments, and flat to modest revenue growth for the Vital
Care segment.
Additionally, Fitch sees potential growth opportunities in 2025,
including contract renewals with several large group purchasing
organizations and a broader introduction of the Plum Duo infusion
system. However, the company will likely face competition in the
large volume infusion pump market from Baxter's Novum IQ and Becton
Dickinson's Alaris infusion platform.
The assets acquired from Smiths Group have underperformed Fitch's
expectation, especially the Vascular Access product lines, and
Fitch assumes ICU Medical's efforts to re-establish itself with
customers are a key focus for the company given recent product
recalls.
DERIVATION SUMMARY
The 'BB' IDR reflects ICU Medical's top-three position in the
infusion therapy market, a significant portion of recurring
revenue, and the essentiality of its products for patient care.
Although ICU Medical has benefited from international operations
and manufacturing sites, it heavily relies on the U.S. market and
is less diversified by product offerings than its public peers.
ICU Medical's public peers have greater geographic and product
diversification, larger operations, higher profitability and lower
gross leverage. Becton, Dickinson & Company (BBB/Stable) is in the
top tier of medical device, diagnostics and product companies in
size and scale. Boston Scientific Corporation (BBB+/Stable) offers
a wide range of products in interventional cardiology, peripheral
interventions, cardiac rhythm management, electrophysiology,
endoscopy, urology, pelvic health and neuromodulation. Baxter
International Inc. (BBB-/Stable) maintains a broad portfolio of
essential healthcare products but faces substantial competition in
each of its segments.
KEY ASSUMPTIONS
- Revenue of $2.3 billion in 2024 and annual revenue growth in the
low single digits thereafter;
- Fitch-defined EBITDA margins of around 14% in 2024 that improve
to 16%-17% thereafter;
- Effective interest rates of 6%-7% over the forecast period,
moving with SOFR and including the impact of interest rate swaps;
- Net working capital inflow of $30 million in 2024 and outflows of
$25 million-$50 million per year thereafter;
- Capex of $100 million-$110 million per year over the forecast
period;
- Excluding any impact from the accounts receivable purchase
program, positive FCF of $40 million-$60 million per year in 2024
and 2025; thereafter, FCF margins of 3.5%-5.5%;
- No allocation of discretionary FCF toward voluntary debt
repayments, acquisitions and shareholder-friendly actions.
RATING SENSITIVITIES
The Negative Outlook can be resolved should it become apparent that
ICU Medical has made progress throughout 2024 toward reducing
EBITDA leverage to below 4.0x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved growth prospects and profit margin expansion that result
in EBITDA leverage durably below 3.0x;
- Fitch's expectation that (CFO-capex)/debt will be sustained above
10.0%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Inability to demonstrate meaningful progress, within the next two
to three quarters, toward reducing EBITDA leverage to below 4.0x in
the next 12-24 months;
- Fitch's expectation that (CFO-capex)/debt will be sustained below
7.5%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Sources of liquidity included $254 million of
cash on hand and an undrawn revolving credit facility of $500
million as of Dec. 31, 2023. Excluding any benefits from the
accounts receivable purchase program, Fitch forecasts positive FCF
margins of 2.0%-2.5% in 2024 and 2025, and 3.5%-5.5% in 2026 and
2027.
ICU Medical will have no meaningful debt maturities until 2027, and
Fitch believes that FCF and cash balances will be sufficient to
support working capital requirements and term loan amortization.
Fitch does not expect ICU Medical to engage in M&A and
shareholder-friendly activities over the forecast period.
No Near-Term Debt Maturities: The senior secured revolving facility
and term loan A mature in January 2027, and the senior secured term
loan B matures in January 2029. Term loan amortization is $51
million per year in 2024 and 2025, and $72 million in 2026. Fitch
assumes effective interest rates of 6%-7% over the forecast period.
ICU Medical is required to maintain a senior secured leverage ratio
of no more than 4.5x until June 30, 2024, with step-downs to 4.0x
thereafter, and an interest coverage ratio of no less than 3.0x.
Corporate Recovery Ratings and Instrument Ratings: The 'RR2'
recovery rating assigned to the senior secured term loan B results
from it being considered a Category 2 first-lien instrument given
ICU Medical maintains a revolving $150 million uncommitted
receivables purchase agreement, which Fitch considers to be senior
to the senior secured credit facilities in a bankruptcy scenario.
ISSUER PROFILE
ICU Medical, Inc. develops, manufactures, and sells infusion
systems, infusion consumables and critical care products used in
hospitals, alternate sites, and home care settings. The company is
based in San Clemente, CA, and serves customers in over 100
countries.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
ICU Medical, Inc. LT IDR BB Affirmed BB
senior secured LT BB+ Affirmed RR2 BB+
INTEGRITY TIRE: Unsecureds Will Get 1.93% of Claims in Plan
-----------------------------------------------------------
Integrity Tire, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a Subchapter V Plan dated April 11, 2024.
For over 12 years, the Debtor has been a leader on the Delmarva
Peninsula in offering name brand tires, wheels, and tire repair
services to customers. Its goal is to focus on customer service.
The Debtor has made certain changes to enable its business model to
be successful, including but not limited to cutting costs and
closing down a second location before the Petition Date. Moreover,
the Debtor's business was seriously and adversely affected by the
pandemic of COVID-19, which the Debtor submits was an extraordinary
one-time occurrence.
Class 3 consists of General Unsecured Claims. This Class shall
receive pro rata payment after payment in full of other creditors.
This Class will receive a distribution of 1.93% of their allowed
claims. The allowed unsecured claims total $1,052,327.63.
The equity in the Debtor is wholly owned by Jesse Zimmerman. Under
the Plan, Mr. Zimmerman will continue to own the equity in the
Reorganized Debtor after confirmation.
Mr. Zimmerman personally guaranteed many of the Debtor's debts.
Largely as a result of the overwhelming number of personal
guaranties, Mr. Zimmerman was forced to file a personal Chapter 13
bankruptcy case (Case No. 24-10314-BLS in the Delaware Bankruptcy
Court). All creditors holding personal guaranties against Mr.
Zimmerman were given notice and the opportunity to file claims in
his bankruptcy case as well.
To satisfy the claims of professionals of the Class 1 claims and
the Class 3 claims, the Debtor shall make 36 consecutive monthly
payments of $5,703.84 (each a "Plan Payment" and collectively, the
"Plan Payments"). For any given month, to the extent that a Pro
Rata Professional Fee Payment and/or a Class 2 Installment Payment
is due for that month, the Plan Payment shall be reduced by those
amounts, and the balance shall be paid to SBA until SBA's Allowed
Secured Claim is paid in full.
Based upon the Debtor's current estimates, SBA's Allowed Secured
Claim will be paid in full during the life of the Plan. To the
extent that any further Plan Payments are due after SBA's Allowed
Secured Claim ($72,113.00) is paid in full, all remaining Plan
Payments (after deducting Pro Rata Professional Fee Payments and
Class 2 Installment Payments, if any) shall be paid pro rata to
holders of Class 3 Claims. Based upon the Debtor's current
estimates, holders of Allowed Class 3 Claims will be paid
approximately $20,263.10 during the life of the Plan.
Each respective Play Payment shall be made on the first business
day of the calendar month, beginning on the first business day of
the first calendar month occurring after the Effective Date. To
conserve monies for the benefit of creditors, the Debtor shall make
such payments directly to creditors instead of through a trustee.
The source of these payments shall be ongoing income.
A full-text copy of the Subchapter V Plan dated April 11, 2024 is
available at https://urlcurt.com/u?l=2R3l7c from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Adam Hiller, Esq.
HILLER LAW, LLC
300 Delaware Avenue, Suite 210
Wilmington, DE 19801
Telephone: (302) 442-7677
Email: ahiller@adamhillerlaw.com
About Integrity Tire LLC
Integrity Tire LLC offers name brand tires, wheels, and tire repair
services to customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10038) on January 12,
2024. In the petition signed by Jesse Zimmerman, president, the
Debtor disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Judge Laurie Selber Silverstein oversees the case.
Adam Hiller, Esq., at Hiller Law LLC, represents the Debtor as
legal counsel.
INVO BIOSCIENCE: M&K CPAs Raises Going Concern Doubt
----------------------------------------------------
INVO Bioscience, 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 its auditor expressed that there is
substantial doubt about the Company's ability to continue as a
going concern.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered net losses
from operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going
concern.
Historically, the Company has funded its cash and liquidity needs
through revenue collection, equity financings, notes, and
convertible notes. For the years ended December 31, 2023 and 2022,
the Company incurred a net loss of approximately $8.0 million and
$10.9 million, respectively, and has an accumulated deficit of
approximately $57.8 million as of December 31, 2023. Approximately
$2.8 million of the net loss was related to non-cash expenses for
the year ended December 31, 2023, compared to $3.0 million for the
year ended December 31, 2022.
The Company has been dependent on raising capital through debt and
equity financings to meet its needs for cash used in operating and
investing activities. During 2022, the Company received proceeds of
$0.8 million from demand notes and net proceeds of approximately
$0.3 million for the sale of its common stock. During 2023, the
Company received proceeds of $3.2 million from notes and net
proceeds of approximately $5.7 million for the sale of its common
stock. Over the next 12 months, the Company's plan includes growing
the Wisconsin Fertility Institute and pursuing additional IVF
clinic acquisitions. Until the Company can generate positive cash
from operations, it will need to raise additional funding to meet
its liquidity needs and to execute its business strategy. As in the
past, the Company will seek debt and/or equity financing, which may
not be available on reasonable terms, if at all.
The Company expects to continue to incur significant expenses and
operating losses as it continues to ramp up the commercialization
of INVOcell and develop new INVO Centers. These prior losses and
expected future losses have had, and will continue to have, an
adverse effect on the Company's financial condition. If the Company
cannot continue as a going concern, its stockholders would likely
lose most or all of their investment in the Company.
As of December 31, 2023, the Company had $20.9 million in total
assets, $20 million in total liabilities, and $892,825 in total
shareholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/bdhmc9hh
About INVO Bioscience Inc.
INVO Bioscience, Inc. is a healthcare services fertility company
dedicated to expanding the assisted reproductive technology
marketplace by making fertility care more accessible and inclusive
to people around the world. Its commercial strategy is primarily
focused on operating fertility-focused clinics, which includes the
opening of dedicated "INVO Centers" offering the INVOcell and IVC
procedure (with three centers in North America now operational) and
the acquisition of US-based, profitable in vitro fertilization
clinics (with the first acquired in August 2023).
JINZHENG GROUP: Unsecureds Owed $643K to Get Share of AP Proceeds
-----------------------------------------------------------------
Jinzheng Group (USA) LLC submitted a First Amended Disclosure
Statement and Liquidation Plan.
The Debtor's primary assets are 19 pending adversary proceedings in
which the Debtor is the plaintiff. The Plan proposes to prosecute
the Adversary Proceedings, hold any cash recovered from the
Adversary Proceedings in a separate, interest bearing account
approved by the United States Trustee for the Central District of
California for deposits of funds by trustees (the "Holding
Account"), and distribute the AP Assets (1) to holders of unpaid
Administrative Expense Claims to satisfy their claims in full, (2)
to Holders of Priority Claims to satisfy their claims in full, and
(3) to Holders of General Unsecured Claims on a pro rata basis to
the extent of available funds.
As of the Petition Date, the Debtor owned the following real
property:
1. A three-bedroom single-family home located in San Marino,
California.
2. A four-bedroom condominium located in Van Nuys, California.
3. Several adjacent or nearby parcels of real property located
in Los Angeles, California, collectively referred to as the Lincoln
Heights Property. The Lincoln Heights Property was comprised of (1)
real property located at 2929 Amethyst Street, (2) a multifamily
residential property located at 2526-28 Lincoln Park Ave., (3) a
multifamily residential property located at 2520-22 Lincoln Park
Ave., (4) raw land located at 2602 Lincoln Park Ave., and (5) raw
land located at land at 2600 Sierra Street.
4. Additional small parcels of land located on Paradise Drive in
Los Angeles and close to the Lincoln Heights Property;
Apart from the new value provided by the Debtor's principal and the
Debtor's cash on hand, the only source of money earmarked to pay
creditors and interest-holders will be the AP Assets.
Under the Plan, Class One General Unsecured Claims total $642,863
and are impaired. The Debtor is insolvent. Holders of General
Unsecured Claims will not receive any interest on their claims
post-confirmation. If the Cash recovered from the Adversary
Proceedings creates a surplus, Holders of General Unsecured Claims
will receive interest on their claims calculated based on
applicable non-bankruptcy law.
First payment will be made not less than 14 calendar days after the
date of the first Recovery Event after full satisfaction of all
Administrative Expense Claims and Priority Tax Claims.
The amount of each installment is unknown at this time.
The frequency of payments is no less than 14 calendar days after
the occurrence of a Recovery Event subsequent to full satisfaction
of all Administrative Expense Claims and Priority Tax Claims.
Final payment date is within 14 days of the Final Recovery Event,
if all Administrative Expense Claims and Priority Tax Claims have
been satisfied.
The sources of money to pay claims and interest-holders will be (1)
the Debtor's Cash on hand, (2) new value provided by the Debtor's
principal in the form of $88,000 in Cash, and (3) any Cash recovery
from the Adversary Proceedings. Overall, the Debtor's most
significant remaining assets are the Adversary Proceedings. The
Adversary Proceedings cannot be accurately valued, as the net
recovery from any of the proceedings is entirely contingent upon
the Adversary Proceedings' length, expense, and outcome. Thus, the
Debtor cannot accurately present a projected cash flow for the
duration of the Plan. However, the Debtor has prepared a
hypothetical projected cash flow statement assuming a 14% recovery
from the Adversary Proceedings.
Although the outcome of the Adversary Proceedings is uncertain, the
Adversary Proceedings have significant potential value. The Debtor
is currently a plaintiff to 19 pending adversary proceedings, in
which the Debtor has requested relief in an aggregate amount of no
less than $16,312,274 in recovered cash and $3,846,772 in
disallowed proofs of claim in the bankruptcy case. If the Debtor is
successful in recovering even 14% of the potential proceeds from
the Adversary Proceedings, the Debtor would be able to satisfy all
of the Estate's Allowed Claims in full. Nevertheless, the Debtor
cannot predict when, if, and to what extent it will be able to
recover Cash from the Adversary Proceedings.
General Bankruptcy Counsel for Jinzheng Group (USA) LLC:
Zev Shechtman, Esq.
Carol Chow, Esq.
SAUL EWING LLP
1888 Century Park East
Suite 1500
Los Angeles, CA 90067
Tel: (310) 255-6100
Fax: (310) 255-6200
E-mail: zev.shechtman@saul.com
carol.chow@saul.com
A copy of the Amended Disclosure Statement and Liquidation Plan
dated April 10, 2024, is available at https://tinyurl.ph/GgGMv from
PacerMonitor.com.
About Jinzheng Group (USA)
Jinzheng Group (USA) LLC, owner of multiple properties in Los
Angeles County, Cal., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-16674) on Aug. 24,
2021, listing up to $50 million in both assets and liabilities.
Judge Ernest M. Robles oversees the case.
Danning Gill Israel & Krasnoff, LLP, Atkinson Andelson Loya Ruud &
Romo, and Koo, Chow & Company, LLP serve as the Debtor's bankruptcy
counsel, special counsel and accountant, respectively. Stephen
Eng, a real estate professional at Convoy Property Management and
Re/Max of Cerritos, is the Debtor's property manager.
The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on Jan. 25, 2022. The Committee is represented
by Pachulski Stang Ziehl & Jones, LLP.
KNIGHT HEALTH: $450MM Bank Debt Trades at 58% Discount
------------------------------------------------------
Participations in a syndicated loan under which Knight Health
Holdings LLC is a borrower were trading in the secondary market
around 42.4 cents-on-the-dollar during the week ended Friday, April
19, 2024, according to Bloomberg's Evaluated Pricing service data.
The $450 million Term loan facility is scheduled to mature on
December 25, 2028. The amount is fully drawn and outstanding.
Knight Health Holdings LLC is a provider of community-based acute
and post-acute care, with 18 short-term acute care hospitals and 61
long-term acute care facilities across 25 states.
LERETA LLC: $250MM Bank Debt Trades at 21% Discount
---------------------------------------------------
Participations in a syndicated loan under which Lereta LLC is a
borrower were trading in the secondary market around 79.3
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $250 million Term loan facility is scheduled to mature on
August 7, 2028. The amount is fully drawn and outstanding.
Headquartered in Pomona, California, Lereta LLC is a
technology-enabled property tax and flood determination service
provider to the financial services industry. The company provides
services in the areas of tax certification management and flood
determination to mortgage originators and servicers. Lereta is
owned by Flexpoint Ford and Vestar Capital Partners.
LIFESCAN GLOBAL: $1.01BB Bank Debt Trades at 57% Discount
---------------------------------------------------------
Participations in a syndicated loan under which LifeScan Global
Corp is a borrower were trading in the secondary market around 42.8
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.01 billion Term loan facility is scheduled to mature on
December 31, 2026. About $885.6 million of the loan is withdrawn
and outstanding.
LifeScan Global Corporation is a provider of blood glucose
monitoring systems for home and hospital use.
LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 28% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Lumen Technologies
Inc is a borrower were trading in the secondary market around 72.3
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.63 billion Term loan facility is scheduled to mature on
April 16, 2029. The amount is fully drawn and outstanding.
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 30% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Lumen Technologies
Inc is a borrower were trading in the secondary market around 70.3
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.63 billion Term loan facility is scheduled to mature on
April 15, 2030. The amount is fully drawn and outstanding.
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
MAGENTA BUYER: $750MM Bank Debt Trades at 74% Discount
------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 25.8
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $750 million Term loan facility is scheduled to mature on July
27, 2029. The amount is fully drawn and outstanding.
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MCMULLEN CONSTRUCTION: Court OKs Cash Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
McMullen Construction, LLC to use cash collateral on a final basis,
in accordance with the budget.
As previously reported by the Troubled Company Reporter, the Debtor
executed trust deeds that generally granted many of the lenders a
security interest in the rents generated by each of its properties.
These lenders are Crisp Properties, LLC, Charlie Springer, Joven M
Garcia and Glenn C Weber Living Trust et al., Pacific Yeti, LLC,
AWHR, LLC, Fay Servicing, LLC, Blue Star Holdings, LLC, BTL
Enterprises, LLC, and Santiam Escrow.
The property securing the claim of the various lenders are the
rents for the Debtor's property which constitute "cash collateral"
within the meaning of 11 U.S.C. Section 363(a).
The court said each creditor with a security interest in cash
collateral will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non bankruptcy law.
The Debtor is authorized to collect rents from the tenants at the
properties located at: A) 1505 Bonnie Way NW, Salem, Oregon; B)
5410 and 5414 Sunnyside, Salem, Oregon; and C) 3392 Sunnyview Rd.
NE, Salem, Oregon. From the collected rents, Debtor is ordered to
pay the expenses attributable to only the property that generated
the rent. All remaining funds shall be deposited in Rank & Karnes
Client Trust Account pending further order of the Court.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=09utaL from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$2,591 for Week 1;
$3,903 for Week 2;
$4,033 for Week 3; and
$4,963 for Week 4.
About McMullen Construction, LLC
McMullen Construction, LLC is part of the residential building
construction industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 24-60523) on March 5,
2024. In the petition signed by Brendan McMullen, member, the
Debtor disclosed $5,503,674 in assets and $5,273,957 in
liabilities.
Judge Teresa H. Pearson oversees the case.
Keith D. Karnes, Esq., at RANK & KARNES LAW PC, represents the
Debtor as legal counsel.
MEGNA PACIFIC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Megna Pacific Dreams at Oxnard Shores, Inc.
8740 Winnetka Avenue
Northridge, CA 91324-3232
Business Description: The Debtor owns a single family residence
located at 860 Mandalay Beach Road, Oxnard,
CA 93035 having a comparable sale value of
$2.5 million.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10647
Judge: Hon. Martin R. Barash
Debtor's Counsel: Mark T. Young, Esq.
YOUNG & WILLIAMS LLP
25152 Springfield Court, Ste. 345
Valencia, CA 91355-1081
Tel: 661-259-9000
Fax: 661-554-7088
E-mail: myoung@dywlaw.com
Total Assets: $2,501,239
Total Liabilities: $1,873,657
The petition was signed by Mahmud Ulkarim as president.
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/NUKAMOY/Megna_Pacific_Dreams_at_Oxnard__cacbke-24-10647__0001.0.pdf?mcid=tGE4TAMA
MIDWEST PHYSICIAN: $730MM Bank Debt Trades at 24% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Midwest Physician
Administrative Services LLC is a borrower were trading in the
secondary market around 76 cents-on-the-dollar during the week
ended Friday, April 19, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $730 million Term loan facility is scheduled to mature on March
13, 2028. The amount is fully drawn and outstanding.
Midwest Physician Administrative Services, LLC (MPAS) --
https://midwestphysicianservices.com/ -- operates as a management
services organization. The Company offers quality improvement,
case, utilization management, credentialing, provider relations,
technology support, analytics, and revenue cycle management
services.
MOBIVITY HOLDINGS: M&K CPAs Raises Going Concern Doubt
------------------------------------------------------
Mobivity Holdings Corp. 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 its auditor expressed that there is
substantial doubt about the Company's ability to continue as a
going concern.
The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has suffered net
losses from operations and has a net capital deficiency, which
raises substantial doubt about its ability to continue as a going
concern.
The Company had $416,395 of cash as of December 31, 2023. It had a
net loss of $12.1 million for the year ended 2023, compared to a
net loss of $10.1 million in 2022, and used $8.1 million of cash in
its operating activities during 2023. In addition, the Company
raised $5.2 million during two warrant conversion fundings during
2023. The Company raised $3.0 million in cash Convertible Notes
issued during 2023. It raised an additional $2.5 million from the
issuance of convertible notes in 2024. There is substantial doubt
that the Company's additional cash from its warrant conversion
along with its expected cash flow from operations, will be
sufficient to fund its 12-month plan of operations, there can be no
assurance that it will not require significant additional capital
within 12 months.
The Company has incurred net losses from operations resulting in an
accumulated deficit of $129,960,608 as of December 31, 2023.
Further losses are anticipated in the development of the Company's
business raising substantial doubt about the Company's ability to
continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable
operations in the future and/or obtaining the necessary financing
to meet its obligations and repay its liabilities arising from
normal business operations when they come due. Management intends
to finance operating costs over the next twelve months with the
proceeds from the sale of securities, and/or revenues from
operations.
As of December 31, 2023, the Company had $2.3 million in total
assets, $12.8 million in total liabilities, and $10.4 million in
total stockholders' deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/5n66pawe
About Mobivity Holdings
Chandler, Arizona-based Mobivity Holdings Corp. is in the business
of developing and operating proprietary platforms through which
brands and enterprises can conduct national and localized,
data-driven marketing campaigns.
MORAVIAN MANORS: Fitch Affirms BB+ Rating on $17MM Facilities Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by the Lancaster County Hospital Authority, PA on behalf of
Moravian Manors, Inc. (Moravian):
- $17.3 million health care facilities revenue bonds series 2019A.
Fitch has also affirmed Moravian's Issuer Default Rating (IDR) at
'BB+'.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Moravian Manors,
Inc. (PA) LT IDR BB+ Affirmed BB+
Moravian Manors,
Inc. (PA) /General
Revenues/1 LT LT BB+ Affirmed BB+
The 'BB+' rating reflects the expected stability of Moravian's
financial profile through Fitch's forward-looking scenario
analysis, despite Moravian's elevated leverage burden as a result
of a recent bond issuance and bank financing in order to fund their
extensive independent living unit (ILU) expansion project on the
newer Warwick Woodlands (Woodlands) portion of the campus.
Moravian's midrange revenue defensibility is supported by its
robust ILU occupancy, despite competition in the area. Fitch
expects operating risk metrics to stabilize and show gradual
improvement with the completion of the expansion project,
particularly as newer ILUs generate revenues and census levels in
assisted living unit (ALU) and skilled nursing facility (SNF)
continue to recover towards pre-pandemic levels.
Last year Moravian announced an affiliation with Morningstar Living
(PA) (IDR 'BB'), which was finalized in November 2023. The entities
strategic alliance is expected to include sharing some senior
management positions, generate efficiencies in technology and
reduce back office expenses. Fitch views the affiliation as credit
neutral and expects no rating impact given the obligated groups are
expected to remain separate.
SECURITY
Security interest in pledged assets (including gross receipts), a
mortgage on Moravian's property and series specific debt service
reserve funds.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Strong Independent Living Occupancy
Moravian's midrange revenue defensibility reflects its history of
strong demand despite competition, and affordable entrance fees
relative to local home prices and average resident net worth. Over
the last five years, ILU occupancy has averaged 98%, ALU has
averaged 81%, SNF occupancy has averaged 81% and memory care (MC)
has averaged 73%. ILU occupancy remained strong in FY23 at 99%.
ALU and SNF occupancy remained softened from pre-pandemic levels
through FY22; however, management reports that ALU occupancy
improved throughout FY23 and ended the FY at 86% occupancy.
Beginning in fall 2021, Moravian has limited SNF admissions as a
result of staffing pressures, in order to match census with
staffing availability. In FY23, Moravian had 75 SNF beds online and
had 98% occupancy in FY23. According to management, Moravian is
planning on reopening an additional 10 SNF beds in the next month
as a result of some improvement in labor availability.
There are several competing life plan communities (LPCs) in the
primary market area (PMA), but they have not materially impacted
Moravian's ability to fill its units as indicated by its history of
strong ILU occupancy and a solid waitlist of over 400 potential
residents. Moravian benefits from its location within walking
distance to downtown Lititz. Wealth indicators in Lancaster County,
PA are favorable to state and national levels.
Moravian's weighted average entrance fee (WAEF) is approximately
$322,000, which is affordable relative to prevailing home prices
and average resident wealth levels. In recent years, Moravian has
had entrance fee and monthly service fee increases of between
5%-10%, which further supports the midrange revenue defensibility
assessment.
Operating Risk - 'bbb'
Expectations for Improved Operations and Capital-Related Metrics
Moravian demonstrates an adequate ability to absorb operating cost
volatility due to its type-C contracts, evidenced by its midrange
cost management metrics. Over the last five years the operating
ratio has averaged 97.1% and net operating margin (NOM) has
averaged 5.3%. NOM-adjusted (NOMA) averaged 10.2%. FY23 results saw
improvement from FY22 and included a 100.8% operating ratio, 4.1%
NOM and 13.5% NOMA. This improvement is supported by continued
strong occupancy and rate increases to offset expense pressures.
Moravian's capital investments have been significant, with capex to
depreciation averaging approximately 338% over the last five years,
due in large part to the capex spending on the Warwick Woodlands
ILU expansion project. The project is located a few blocks from the
main campus, and was financed with 2019 bond proceeds and bank
financing.
Phase I of the Woodlands project added a total of 85 carriage homes
and 54 apartments and opened beginning in late 2017 through 2019.
In late 2020, Phase 2 added 71 carriage homes. In the first half of
2022, Moravian opened the most recent phase of its Warwick
Woodlands project, which included 16 carriage homes.
Due to this period of significant capex, Fitch expects capex to be
moderate in the near term as Moravian focuses on refreshing
existing units and maintaining the original portion of the campus.
Moravian's average age of plant has decreased over time to a
healthy 9.7 years in FY23. Management reports The Warwick Woodlands
portion of campus has additional room for expansion; however, it
indicated there are no immediate plans for additional
construction.
As a result of its debt issuances to finance the Warwick Woodlands
expansion, Moravian's capital-related metrics are softer, with
revenue only maximum annual debt service (MADS) coverage of 0.8x
and MADS to revenue of 14% in fiscal 2023, respectively.
Debt-to-net available cash flow has averaged 14.8x over the past
five fiscal years. Fitch expects key capital related metrics to
moderate to a midrange assessment level as the new ILUs begin to
generate additional cash flow, and the associated debt amortizes.
Financial Profile - 'bb'
Elevated Long-Term Liabilities
Moravian's history of softer liquidity and leverage metrics are
largely a result of an elevated debt burden due to recent period of
ILU expansion projects. In context of Moravian's midrange revenue
defensibility and midrange operating risk assessments, Fitch
expects that Moravian will maintain a financial profile that is
largely consistent with the weaker financial profile assessment
through Fitch's forward-looking scenario analysis.
Moravian's unrestricted cash and investments measured approximately
$19.9 million at FYE 2023 and had 270 days cash on hand. As a
result of debt related to the ILU expansion project
cash-to-adjusted debt is a softer 34.8% at FYE. However, Fitch
expects that as the ILU project matures and debt amortizes,
coverage and liquidity metrics will gradually improve.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Decrease in demand for existing ILUs or deterioration in
operating performance resulting in lower operating ratio sustained
at above 100%;
- Unanticipated borrowing or significant deterioration in
cash-to-adjusted debt to sustained levels below 30%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Consistent growth in unrestricted cash and investments, resulting
in over 50% cash-to-adjusted debt even in Fitch's stress case
scenario;
- Sustained improvement in the operating performance such that the
operating ratio is sustained near 90%.
PROFILE
Moravian is an LPC with a total of 315 ILUs (consisting of 200
carriage homes and 115 apartments), 36 ALUs, 100 SNF beds and 15 MC
units. Moravian's main campus opened in 1974 and is located about
10 miles north of Lancaster, PA and 30 miles east of Harrisburg, PA
in the town of Lititz. The Moravian Church in Pennsylvania founded
the organization in the 1950s to care for its aging members and
only has a limited governance role.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MORVATT ENTERPRISES: Court Approves Disclosure Statement
--------------------------------------------------------
Judge Charles R. Merrill has entered an order approving the
Disclosure Statement explaining the Plan of Morvatt Enterprises,
LLC.
The Debtor will file an Amended Plan on or before April 24, 2024
and the Plan confirmation hearing will be held on July 10, 2024 at
9:30 am (Central Time) in the United States Courthouse, 423
Frederica Street, Owensboro, Kentucky.
Ballots will be mailed to counsel for the Debtor. Counsel for the
Debtor will file a tabulation of the ballots with the Court no
later than 2 business days prior to the date of the confirmation
hearing.
Any objections to confirmation of the Debtor's Amended Plan will be
filed with the Court on or before July 3, 2024.
About Morvatt Enterprises
Morvatt Enterprises, LLC, a company in Henderson, Ky., filed a
Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-40488) on Aug. 22,
2023, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Charles H. Morris, Jr., owner and sole member, signed
the petition.
Judge Charles R. Merrill oversees the case.
Sandra D. Freeburger, Esq., at Deitz Shields & Freeburger, LLP, is
the Debtor's legal counsel.
MOUNT HERMON: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Mount Hermon A.M.E. Church of Miami
Gardens, Florida Inc. FDBA Mount Hermon A.M.E. Church of Opa Locka,
Florida Inc. to use cash collateral, on an interim basis, in
accordance with the budget, pending a further hearing set for May
23, 2024 at 11:30 a.m.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including any
required monthly payments to the U.S. Trustee; (b) the current and
necessary expenses set forth in the budget attached, plus an amount
not to exceed 10% for each line item; and (c) such additional
amounts as may be expressly approved in writing by the Lenders.
The U.S. Small Business Administration may have a lien on the cash
collateral of the Debtor by virtue of a UCC-1 filed on June 4, 2020
(Instrument No. 202002018721) and a UCC-1 filed on August 27, 2020
(Instrument No. 202004481577) in the Florida Secured Transaction
Registry.
Pursuant to the UCC-1 Financing Statements, the SBA has a security
interest in all tangible and intangible personal property of the
Debtor.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under applicable loan and security
documents.
A copy of the order is available at https://urlcurt.com/u?l=Q9nvpI
from PacerMonitor.com.
About Mount Hermon A.M.E. Church of Miami Gardens
Mount Hermon A.M.E. Church of Miami Gardens, Florida Inc., formerly
doing business as Mount Hermon A.M.E. Church of Opa Locka, Florida
Inc., filed Chapter 11 petition (Bankr. S.D. Fla. Case No.
24-11834) on Feb. 27, 2024, with up to $1 million in both assets
and liabilities. Rev. Michael K. Bouie, operating officer, signed
the petition.
Judge Robert A. Mark oversees the case.
Winston I. Cuenant, Esq., at Cuenant & Pennington, PA represents
the Debtor as counsel.
NANOSTRING TECHNOLOGIES: Asset Sale Proceeds to Fund Plan
---------------------------------------------------------
NanoString Technologies, Inc., and its Affiliated Debtors filed
with the U.S. Bankruptcy Court for the District of Delaware a
Disclosure Statement for the Chapter 11 Plan dated April 15, 2024.
Founded in 2003, the Debtors develop, manufacture, and market
various technologies that empower scientists to analyze biological
samples. he Debtors maintain their headquarters in Seattle,
Washington.
The Debtor NanoString Technologies, Inc. is a publicly traded
company and, as of the Petition Date, had approximately 50.5
million issued and outstanding shares of common stock.
As of the Petition Date, the Debtors had an aggregate amount of
approximately $281 million in prepetition debt, consisting of
approximately $231 million principal amount of outstanding funded
debt obligations arising under (i) the Prepetition 2026 Secured
Notes and (ii) the Prepetition 2025 Notes and approximately $50
million in additional unsecured obligations, including, among other
things, litigation claims and ordinary course trade claims.
Following the Petition Date, the Debtors and PWP continued their
discussions with potential bidders. On February 27, 2024, the
Debtors received multiple second round bids (each a "Bid" and
together, the "Bids"). The bid submitted by Nucleus Buyer, LLC (the
"Stalking Horse Bidder" and such bid, the "Stalking Horse Bid") was
deemed to constitute the highest or otherwise best offer received
and chosen to serve as the Stalking Horse Bid.
On March 10, 2024, following good faith, arm's length negotiations,
the Debtors and the Stalking Horse Bidder entered into the Asset
Purchase Agreement (the "Stalking Horse Purchase Agreement"), under
which the Debtors agreed to sell certain Purchased Assets
constituting substantially all of their Assets to the Stalking
Horse Bidder, free and clear of all liens, claims, and
encumbrances. except where the Debtors agreed to transfer, and the
Stalking Horse Bidder has expressly agreed to permit or assume,
certain encumbrances and certain liabilities of the Debtors (solely
to the extent expressly set forth and defined in the Stalking Horse
Purchase Agreement, the "Permitted Encumbrances" and the "Assumed
Liabilities").
The transactions contemplated by the Stalking Horse Purchase
Agreement are scheduled to close no later than June 30, 2024, to
the extent that the Stalking Horse Bid is selected as the
successful bid at the Auction.
The Plan provides for the disposition of the Debtors' Assets and
the distribution of the proceeds in accordance with the priorities
and requirements of the Bankruptcy Code. As of the expected date of
Confirmation of the Plan, the Assets will largely be Cash and the
Retained Causes of Action.
The Plan provides for the appointment of a Plan Administrator as a
means to implement the Plan. The Plan Administrator shall be
empowered to, among other things, administer and liquidate all
Assets, object to and settle Claims, and prosecute Retained Causes
of Action in accordance with the Plan. The Plan also provides for
Distributions to Holders of Allowed Claims, including
Administrative Claims, Professional Fee Claims, Priority Tax
Claims, U.S. Trustee Fee Claims, DIP Claims, Prepetition First Lien
Secured Claims, Restructuring Expenses, Other Secured Claims,
Priority Non-Tax Claims, General Unsecured Claims, and Prepetition
Noteholder Unsecured Subordinated Claims. In addition, the Plan
cancels all Interests in the Debtors, and provides for the
dissolution and wind-up of the affairs of the Debtors.
The following is an overview of certain material terms of the
Plan:
* All Allowed Administrative Claims, Allowed Professional Fee
Claims, Allowed Priority Tax Claims, U.S. Trustee Fee Claims, DIP
Claims, Prepetition First Lien Secured Claims, Restructuring
Expenses, Allowed Other Secured Claims, and Allowed Priority Non
Tax Claims will be paid or otherwise satisfied in full as required
by the Bankruptcy Code and provided for in the Plan, unless
otherwise agreed to by the Holders of such Claims and the Debtors
or Post-Effective Date Debtors.
* Holders of Allowed General Unsecured Claims will receive
their Pro Rata share of the General Unsecured Claim Distribution,
unless less favorable treatment is otherwise agreed to by the
Debtors or Post-Effective Date Debtors and the Holders of such
Claims.
* Holders of Prepetition Noteholder Unsecured Subordinated
Claims will receive the remaining General Unsecured Claim
Distribution, if any, after satisfaction in full of the Allowed
General Unsecured Claims (including postpetition interest to the
extent provided to Holders of Allowed General Unsecured Claims
against the Debtors' Estates), unless less favorable treatment is
otherwise agreed to by the Post-Effective Date Debtors and the
Holders of such Claims.
* Holders of Other Subordinated Claims and Allowed
Intercompany Claims will not be entitled to any distribution or
recovery on account of such Claims.
* As of the Effective Date, all Interests of any kind will be
cancelled, and the Holders thereof will not receive or retain any
property, interest in property or consideration under the Plan on
account of such Interests.
* The entry of the Confirmation Order shall constitute the
Bankruptcy Court's approval of each of the compromises and
settlements provided for in the Plan, and the Bankruptcy Court's
findings shall constitute its determination that such compromises
and settlements are in the best interests of the Debtors, their
Estates, Holders of Claims and other parties in interest, and are
fair, equitable and reasonable.
Class 3 consists of General Unsecured Claims. On, or as soon as
reasonably practicable after, the Effective Date, the Holders of
Allowed General Unsecured Claims shall receive from the
Post-Effective Date Debtors, in full satisfaction of such Allowed
General Unsecured Claims, (i) such Holders' Pro Rata share of the
General Unsecured Claim Distribution; or (ii) such other less
favorable treatment as to which such Holders and the Post-Effective
Date Debtors shall have agreed upon in writing. Class 3 is
Impaired.
Class 4 consists of Prepetition Noteholder Unsecured Subordinated
Claims. The Holders of the Prepetition Noteholder Unsecured
Subordinated Claims shall receive (i) the remaining General
Unsecured Claim Distribution, if any, after satisfaction in full of
the Allowed General Unsecured Claims; or (ii) such other less
favorable treatment as to which such Holders and the Post-Effective
Date Debtors shall have agreed upon in writing. The Prepetition
Noteholder Unsecured Subordinated Claims shall be consensually
subordinated to recoveries on account of all Allowed General
Unsecured Claims, including the payment of postpetition interest
thereon, if applicable. Class 4 is Impaired.
Class 7 consists of Equity Interests. As of the Effective Date, all
Interests of any kind shall be deemed cancelled, released, and
extinguished and shall be of no further force or effect, and the
Holders thereof shall not receive or retain any property, interest
in property or consideration under the Plan on account of such
Interests. Class 7 is deemed to have rejected the Plan and,
therefore, Holders of Interests are not entitled to vote on the
Plan.
The Plan will be implemented by, among other things, the
appointment of the Plan Administrator and the making of
Distributions from the Assets, including, without limitation, Cash
and the proceeds, if any, from the Retained Causes of Action, by
the Post-Effective Date Debtors in accordance with the Plan and the
Plan Administrator Agreement.
The Debtors anticipate that all or substantially all of their
assets will be sold prior to the Confirmation Date. As reflected in
the Liquidation Analysis, the Debtors believe that liquidation of
their business under chapter 7 of the Bankruptcy Code would result
in diminution in the value to be realized by Holders of Allowed
Claims as compared to distributions contemplated under the Plan.
Consequently, the Debtors believe that Confirmation of the Plan
will provide a greater return to Holders of Allowed Claims than
would a liquidation under chapter 7 of the Bankruptcy Code.
A full-text copy of the Disclosure Statement dated April 15, 2024
is available at https://urlcurt.com/u?l=1U5Yp6 from
PacerMonitor.com at no charge.
Counsel to the Debtors:
Rachel C. Strickland, Esq.
Debra M. Sinclair, Esq.
Betsy L. Feldman, Esq.
Jessica D. Graber, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Email: rstrickland@willkie.com
dsinclair@willkie.com
bfeldman@willkie.com
jgraber@willkie.com
- and -
Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Allison S. Mielke, Esq.
Kristin L. McElroy, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: emorton@ycst.com
mlunn@ycst.com
amielke@ycst.com
kmcelroy@ycst.com
About NanoString Technologies
NanoString Technologies, Inc., offers an ecosystem of innovative
discovery and translational research solutions and empowers its
customers to map the universe of biology.
NanoString and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on
Feb. 4, 2024. In the petition signed by R. Bradley Gray, president
and chief executive officer, NanoString disclosed $100 million to
$500 million in both assets and liabilities.
The Debtors tapped Willkie Farr & Gallagher, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsels; AlixPartners, LLP as
financial advisor; Weil, Gotshal & Manges LLP as special patent
counsel; and Perella Weinberg Partners LP as investment banker.
Kroll Restructuring Administration LLC is the Debtors'
administrative advisor.
Gibson Dunn & Crutcher, LLP, and Sullivan & Cromwell, LLP, serve as
counsels to certain DIP lenders. Richards, Layton & Finger and
Houlihan Lokey Capital, Inc., act as Delaware bankruptcy counsel
and financial advisor to the DIP lenders. Meanwhile, Alston & Bird
and Potter Anderson serve as bankruptcy counsel and Delaware
counsel, respectively, to the DIP agent.
NASHVILLE SENIOR: Seeks to Extend Plan Exclusivity to May 13
------------------------------------------------------------
Nashville Senior Care, LLC and affiliates asked the U.S. Bankruptcy
Court for the Middle District of Tennessee to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to May 13 and June 14, 2024, respectively.
Under the Third Extension Order, the current Exclusivity Period
runs through and including April 15, 2024, and the current
Solicitation Period runs through and including May 17, 2024. The
Debtors continue to work with their primary constituencies in the
bankruptcy on a consensual chapter 11 plan of liquidation that
would become effective after the closing of the Sale.
As noted previously, the Debtors filed the Expedited Motion for
Entry of an Order (I) Permitting a Combined Disclosure Statement
and Plan and (II) Establishing Solicitation Procedures (the
"Plan/DS Motion") whereby the Debtors have committed to work with
UMB Bank, N.A. (the "Indenture Trustee"), the Official Committee of
Unsecured Creditors (the "Committee") and the Office of the United
States Trustee (the "UST") on a streamlined combined disclosure
statement and plan confirmation process.
In accordance with that process outlined in the Plan/DS Motion, the
Debtors have been engaged in negotiations with the Indenture
Trustee, the Committee, and the UST regarding a plan of
liquidation. The Debtors and their primary creditor constituencies
have been negotiating the draft of a combined plan and have been
substantively working on a winddown budget to address post-closing
costs. The Debtors also continue to work with Cascasis toward a
closing of the Sale, among other related issues.
The Debtors explain that the requested extensions of the
Exclusivity Period and Solicitation Period are intended to maintain
the status quo as the Debtors and their primary creditor
constituencies work toward a plan. Moreover, the Debtors' request
for an additional extension is not for the purpose of unduly
delaying an exit strategy. A further extension will allow the
Debtors to work on the Sale, understand and assess the amount and
nature of claims against the Debtors' estates, and finalize a
winddown budget.
Counsel to the Debtors:
Shawn M. Riley, Esq.
Scott N. Opincar, Esq.
Michael J. Kaczka, Esq.
Maria G. Carr, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, Ohio 44114
Tel: (216) 348-5400
Fax: (216) 348-5474
Email: sriley@mcdonaldhopkins.com
sopincar@mcdonaldhopkins.com
mkaczka@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EMERGELAW, PLC
4235 Hillsboro Pike, Suite 350
Nashville, Tennessee 37215
Tel: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
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.
Teresa Teeple is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NATURAL DISASTER: Updates Class 2 Secured Claims Pay Details
------------------------------------------------------------
Natural Disaster Proof Homes, Inc., submitted an Amended Disclosure
Statement describing Plan of Reorganization dated April 11, 2024.
The Disclosure Statement has been amended to provide treatment to
secured creditor Neoma Investment Group, LLC; Rolando Delgado
Raspaldo and Pablo Vazquezi who acquired the claim of Federico
Leone Togni.
On April 9, 2024, the claim of Frederico Leone Togni was
transferred to Neoma Investment, LLC; Rolando Delgado Respaldo;
Pablo A Vazquezi, and the claim has been registered at
$182,296.99.
The Debtor has one secured creditor who is owed $140,000.00,
secured by a first priority mortgage secured by a mortgage on the
land owned by the Debtor. This claim was transferred to Neoma
Investment, LLC; Rolando Delgado Respaldo; Pablo A Vazquezi
(Secured). The claim has been registered at $182,296.99. The claim
accrues interest on the principal of $140,00 at the rate of 9.5
percent per annum. Class 2 shall be paid 15 equal monthly
installments of $14,000.00 commencing 6 months from effective date.
Payments and distributions under the Plan will be funded from the
Debtor's post-petition income from the development of housing
units.
A full-text copy of the Amended Disclosure Statement dated April
11, 2024 is available at https://urlcurt.com/u?l=CpAE5R from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Modesto Bigas Mendez, Esq.
Modesto Bigas Law Office
P.O. Box 7462
Ponce, PR 00732
Telephone: (787) 844-1444
Facsimile: (787) 842-4090
Email: mbiasmendez@gmail.com
About Natural Disaster Proof Homes
Natural Disaster Proof Homes, Inc., filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No.
23-03863) on Nov. 27, 2023. In the petition signed by Hector M.
Rodriguez Edwards, president, the Debtor disclosed under $1 million
in both assets and liabilities.
Modesto Bigas Mendez, Esq., serves as the Debtor's counsel.
NEKTAR THERAPEUTICS: Back in Compliance With Nasdaq Listing Rule
----------------------------------------------------------------
Nektar Therapeutics disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company received a
letter from the Nasdaq Listing Qualifications Department notifying
the Company that it has regained compliance with the Minimum Bid
Price Requirement for continued listing on the Nasdaq Capital
Market. To regain compliance with the Minimum Bid Price
Requirement, the Company's common stock was required to maintain a
closing bid price of $1.00 per share or greater for at least 10
consecutive business days. This requirement was met on April 16,
2024.
As previously disclosed, on May 26, 2023, Nektar Therapeutics
received a notice from Nasdaq stating that the Company was not in
compliance with the minimum bid price requirement of $1.00 per
share for continued listing on the Nasdaq Global Market because the
Company's common stock did not maintain a minimum closing bid price
of $1.00 per share or greater for 30 consecutive business days.
The Company was given an initial 180 calendar day period, or until
Nov. 22, 2023, to regain compliance with the Minimum Bid Price
Requirement. On Nov. 24, 2023, the Company received another notice
from the Staff stating that the Company was eligible for an
additional 180 calendar day period, or until May 20, 2024, to
regain compliance with the Minimum Bid Price Requirement. The
Company's common stock was transferred from the Nasdaq Global
Select Market to the Nasdaq Capital Market at the opening of
business on Nov. 28, 2023.
About Nektar Therapeutics
Headquartered in San Francisco, California, Nektar Therapeutics is
a clinical stage, research-based drug discovery biopharmaceutical
company focused on discovering and developing innovative medicines
in the field of immunotherapy. Within this growing field, the
Company directs its efforts toward creating new immunomodulatory
agents that selectively induce, amplify, attenuate or prevent
immune responses in order to achieve desired therapeutic outcomes.
Nektar Therapeutics posted net losses of $276.06 million in 2023,
$368.20 million in 2022, $523.84 million in 2021, and $444.44
million in 2020. As of Dec. 31, 2023, the Company had $398.03
million in total assets, $267.05 million in total liabilities, and
$130.99 million in total stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of Nektar
Therapeutics until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
NEW HAMPSHIRE AVENUE: Public Sale Auction Set for June 5
--------------------------------------------------------
Jones Lang LaSalle Americas, on behalf of BSREF Holdings LLC
("secured party"), offers for sale at public auction on June 5,
2024, at 11:00 a.m. (New York Time) conducted both via Zoom and
in-person at the offices of Skadden Arps Slate Meagher & Flom LLP,
One Manhattan West, 395 9th Avenue, New York, New York 10001, in
connection with the a Uniform Commercial Code sale, 100% of the
limited liability company membership interests in New Hampshire
Avenue Owner LLC ("Mortgage Borrower"), which is the sole owner of
the property located at 1200 New Hampshire Avenue, N.W.,
Washington, D.C. The interests are owned by New Hampshire Avenue
Mezz Borrower LLC ("Mezzanine Borrower") having an address at c/o
GF Investment, 810 Seventh Avenue, 28th Floor, New York, New York
10019, and c/o Bentall GreenOak Real Estate Advisors, 399 Park
Avenue, 18th Floor, New York, New York 10022.
The secured party, as lender, made a loan to the mezzanine
borrower. In connection with the mezzanine loan, the mezzanine
borrower has granted to the secured party a first priority lien on
the interests pursuant to that certain pledged and security
agreement, dated as of Sept. 18, 2018, made by mezzanine borrower
in favor of the secured party. The secured party is offering the
interest for sale in connection with the foreclosure on the pledge
of such interests. The mezzanine loan is subordinate to a offering
the interests for sale in connection with the foreclosure on the
pledged of such interests. The mezzanine loan is subordinate to a
mortgage loan and other obligations and liabilities of the mortgage
borrower or otherwise affecting the property ("mortgage loan").
BSREF Holdings LLC may, prior to the sale described herein, assign
all of its right, title and interest in and to the mezzanine loan
to an affiliate of BSREF Holdings LLC, and in the case of such
assignment the assignee will be considered the "secured party" for
all purposes hereunder.
All bids must be for cash, and the successful bidder must be
prepared to deliver immediately available good funds as required by
the terms of sale and otherwise comply with the bidding
requirements and the terms of sale. Further information concerning
the interests, the requirements for obtaining information and
bidding on the interests and the terms of sale can be found at
https://1200NewHampshireAveNWUCCSale.com or by contacting Brett
Rosenberg of Jones Lang LaSalle Americas Inc., Tel: +1 212 812
5926, email at brett.rosenberg@jll.com.
NEW HAVEN: Unscureds Owed $110K to Get Paid From Sale of Assets
---------------------------------------------------------------
New Haven Truck and Auto Body Inc. ("NHT") submitted a First
Amended Disclosure Statement.
On Oct. 1, 2013, NHT purchased certain real property known as 480
Short Beach Road, East Haven, Connecticut ("Property") for
$830,000. The Debtor owns the Property as of the filing date and
operates its business from that location.
The purchase of the Property was financed through a loan obtained
from Citizens Bank, N.A. ("Citizens"). The loan was evidenced by a
note made by the Debtor in favor of Citizens (the "Mortgage Note"),
and secured by, among other things, a mortgage, which encumbered
the Property (the "Mortgage").
On June 22, 2021, Citizens assigned the Note, Mortgage, and
Modification along with all related documents to NPA Associates,
LLC ("NPA") by Assignment of Mortgage, Collateral and Security
Instruments recorded on July 12, 2021, and recorded in Volume 2774
at Page 362 of the East Haven Land Records.
Debtor thereafter defaulted on its obligation to make payments due
under the Note, and NPA commenced a foreclosure of the Mortgage.
Judgment entered by stipulation in the foreclosure on Sept. 21,
2022. In accordance with the terms of the stipulation, the court
found that NPA's debt, as of Sept. 21, 2022, was $1,009,093, and
that the value of the Property was $1,400,000. It scheduled the
sale for Feb. 4, 2023.
In connection with the sale, the foreclosure committee appointed by
the court obtained an appraisal of the Property. According to its
appraisal, the Property, as of Jan. 18, 2023, was worth
$1,550,000.
The Debtor continues to operate and has a stream of income to fund
a plan until the sale of the assets can be completed.
Under the Plan, Class 4 - Allowed General Unsecured Claims total
$110,380 and are impaired. The total amount of this class of
General Unsecured Claims will be paid a pro rata share from the
balance due to the Debtor from the sale of the Assets within 30
days of the closing on the Assets. There are approximately 10
creditors that make up Class 4.
Attorney for the Debtor:
Stuart Caplan, Esq.
LAW OFFICES OF NEIL CRANE, LLC
2679 Whitney Avenue
Hamden, Connecticut 06518
Tel: (203) 230-2233
E-mail: stuart@neilcranelaw.com
A copy of the Disclosure Statement dated April 10, 2024, is
available at https://tinyurl.ph/BcaOB from PacerMonitor.com.
About New Haven Truck and Auto Body
New Haven Truck and Auto Body, Inc., is a complete vehicle
collision and body repair shop located in East Haven, Connecticut.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28,
2023. In the petition signed by William S. Snow, Jr., president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Ann M. Nevins oversees the case.
Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC, is
the Debtor's legal counsel.
NEW WAY MACHINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: New Way Machine Components, Inc.
TA New Way Air Bearings
TA New Way Precision
50 McDonald Boulevard
Aston, PA 19014
Business Description: The Debtor is a manufacturer of air
bearings.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 24-11362
Judge: Hon. Ashely M. Chan
Debtor's Counsel: Aris J. Karalis, Esq.
KARALIS PC
1900 Spruce Street
Philadelphia, PA 19103
Tel: (215) 546-4500
E-mail: akaralis@karalislaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andrew J. Devitt as chairman/CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download. Follow this link to get a copy today
https://www.pacermonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/A62LVJQ/New_Way_Machine_Components_Inc__paebke-24-11362__0001.0.pdf?mcid=tGE4TAMA
NGUYEN RAINBOW: Tom Howley of Howley Law Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 7 appointed Tom Howley, Esq., at Howley
Law, PLLC as Subchapter V trustee for Nguyen Rainbow Inc. and Giao
Thuy Nguyen.
Mr. Howley will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Howley declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tom Howley, Esq.
Howley Law, PLLC
711 Louisiana Street, Suite 1850
Houston, TX 77002
Telephone: (713) 333-9120
Email: tom@howley-law.com
About Nguyen Rainbow
Nguyen Rainbow Inc. operates a restaurant equipment and supply
retail store in the Westchase district of Houston, Texas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31591) on April 8,
2024, with up to $10 million in both assets and liabilities. Giao T
Nguyen, president, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
Susan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor
as legal counsel.
OCUGEN INC: Ernst & Young Raises Going Concern Doubt
----------------------------------------------------
Ocugen, 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 its auditor expressed that there is
substantial doubt about the Company's ability to continue as a
going concern.
Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
The Company has incurred recurring net losses since inception and
has funded its operations to date through the sale of common stock,
warrants to purchase common stock, the issuance of convertible
notes and debt, and grant proceeds. The Company incurred net losses
of approximately $63.1 million and $86.8 million for the years
ended December 31, 2023 and 2022, respectively. As of December 31,
2023, the Company had an accumulated deficit of $286.2 million and
cash and cash equivalents totaling $39.5 million. This amount will
not meet the Company's capital requirements over the next 12
months. The Company believes that its cash and cash equivalents
will enable it to fund its operations into the fourth quarter of
2024. Due to the inherent uncertainty involved in making estimates
and the risks associated with the research, development, and
commercialization of biotechnology products, the Company may have
based this estimate on assumptions that may prove to be wrong, and
the Company's operating plan may change as a result of many factors
currently unknown to the Company.
The Company is subject to risks, expenses, and uncertainties
frequently encountered by companies in its industry. The Company
intends to continue its research, development, and
commercialization efforts for its product candidates, which will
require significant additional funding. If the Company is unable to
obtain additional funding in the future and/or its research,
development, and commercialization efforts require higher than
anticipated capital, there may be a negative impact on the
financial viability of the Company. The Company is currently
exploring options to fund its operations through public and private
placements of equity and/or debt, payments from potential strategic
research and development arrangements, sales of assets, licensing
and/or collaboration arrangements with pharmaceutical companies or
other institutions, funding from the government, particularly for
the development of the Company's novel inhaled mucosal vaccine
platform, or funding from other third parties. Such financing and
funding may not be available at all, or on terms that are favorable
to the Company. While Company management believes that it has a
plan to fund operations, its plan may not be successfully
implemented. Failure to generate sufficient cash flows from
operations, raise additional capital, or appropriately manage
certain discretionary spending, could have a material adverse
effect on the Company's ability to achieve its intended business
objectives.
As a result of these factors, together with the anticipated
continued spending that will be necessary to continue to research,
develop, and commercialize the Company's product candidates, there
is substantial doubt about the Company's ability to continue as a
going concern within the next 12 months.
As of December 31, 2023, the Company had $64.5 million in total
assets, $24 million in total liabilities, and $40.6 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/2em8532v
About Ocugen Inc.
Malvern, Pennsylvania-based Ocugen, Inc. is a biotechnology company
focused on discovering, developing, and commercializing novel gene
and cell therapies, biologics, and vaccines that improve health and
offer hope for patients across the globe.
OMNIQ CORP: Launches Customer Site, Device Management App
---------------------------------------------------------
OMNIQ Corp. announced the release of seeQ, a new device management
software application that enables a proactive approach to traffic
and device management. Already in use across five hundred lanes,
this release highlights OMNIQ's dedication to leading with
innovative products that enhance customer satisfaction by using
machine vision to actively manage and improve operations.
seeQ is tailored to meet the dynamic needs of OMNIQ's existing
customers, providing them with a robust tool to oversee and
optimize the performance of their deployed devices efficiently.
The software's intuitive interface and advanced features enable
users to monitor system health, perform remote troubleshooting, and
ensure uninterrupted service, thereby enhancing operational
reliability and reducing downtime.
The tool is expected to expand to allow usage for all terminals and
devices that OMNIQ offers as well as other brand devices that the
customer would prefer to manage under this system.
Shai Lustgarten, CEO of OMNIQ stated, "We are proud to announce the
launch of seeQ, marking a major advancement in our portfolio of
smart solutions. This platform exemplifies our commitment to
proactive management and automation, serving not merely as a tool,
but as a key part of our strategy to empower customers with
technology that anticipates and actively addresses their needs.
With seeQ, we are establishing new standards in device management,
enabling smarter, more connected, and efficient operations. seeQ
enhances our complete solution by bringing everything together."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 1, 2024, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ORIGINCLEAR INC: Reports $11.6 Million Net Loss in 2023
-------------------------------------------------------
OriginClear, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $11.63
million on $26,292 of sales for the 12 months ended Dec. 31, 2023,
compared to a net loss of $10.79 million on $26,292 of sales for
the 12 months ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $3.14 million in total assets,
$34.88 million in total liabilities, $7.52 million in commitments
and contingencies, and a total shareholders' deficit of $39.26
million.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 18, 2024, citing that the Company suffered a net loss from
operations and used cash in operations, which raises substantial
doubt about its ability to continue as a going concern.
OriginClear said, "The ability of us to continue as a going concern
and the appropriateness of using the going concern basis is
dependent upon, among other things, additional cash infusion. We
have obtained funds from investors in the year ended December 31,
2023, and have standing purchase orders and open invoices with
customers and we are pursuing various financing alternatives to
fund the Company's operations so it can continue as a going concern
in the medium to long term. Management believes this funding will
continue from our current investors and new investors. There can
be no assurance that such funding will be available to the Company
in the amount required at any time or, if available, that it can be
obtained on terms satisfactory to the Company. Management believes
the existing shareholders, the prospective new investors and
current and future revenue will provide the additional cash needed
to meet our obligations as they become due and will allow the
development of our core business operations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001419793/000121390024034111/ea0203700-10k_originclear.htm
About OriginClear
Headquartered in Clearwater, Florida, OriginClear, Inc. --
www.originclear.tech -- structures itself as the Clean Water
Innovation Hub ("CWIB") and intends to use its well-developed
retail investor development capabilities to help bring potentially
disruptive companies to market. For the foreseeable future,
however, OriginClear intends to devote its entire capabilities to
the success of its subsidiary, Water On Demand, Inc. (WODI). The
Company is developing an outsourced water treatment business called
Water On Demand ("WOD"), which it conducts through its subsidiary,
WODI.
PECF USS: $2BB Bank Debt Trades at 28% Discount
-----------------------------------------------
Participations in a syndicated loan under which PECF USS
Intermediate Holding III Corp is a borrower were trading in the
secondary market around 72.3 cents-on-the-dollar during the week
ended Friday, April 19, 2024, according to Bloomberg's Evaluated
Pricing service data.
The $2 billion Term loan facility is scheduled to mature on
December 15, 2028. About $1.96 billion of the loan is withdrawn
and outstanding.
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PHYSICIAN PARTNERS: $600MM Bank Debt Trades at 31% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Physician Partners
LLC is a borrower were trading in the secondary market around 68.8
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $600 million Term loan facility is scheduled to mature on
December 22, 2028. The amount is fully drawn and outstanding.
Physician Partners LLC (dba Better Health Group) is a value-based
primary care physician group and managed service organization (MSO)
network that services over 250,000 members, with over 1,000
providers and 111 owned centers. Private equity firm, Kinderhook
Industries, is an investor in Better Health Midco, LLC with LTM
revenue as of June 30, 2023 of approximately $1.1 billion.
PLV ELECTRIC: Brian Hofmeister Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Brian Hofmeister,
Esq., as Subchapter V trustee for PLV Electric, LLC.
Mr. Hofmeister will be paid an hourly fee of $400 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Hofmeister declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brian W. Hofmeister, Esq.
3131 Princeton Pike
Building 5, Suite 110
Lawrenceville, NJ 08648
Phone: (609) 890-1500
Email: bwh@hofmeisterfirm.com
About PLV Electric
PLV Electric, LLC, a company in Tinton Falls, N.J., filed Chapter
11 petition (Bankr. D. N.J. Case No. 24-13414) on April 2, 2024,
with up to $10 million in assets and up to $1 million in
liabilities. Paul Vehling, owner, signed the petition.
Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC,
represents the Debtor as legal counsel.
PLV ELECTRIC: Court OKs Cash Collateral Access Thru May 9
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
PLV Electric LLC to use cash collateral, on an interim basis, in
accordance with the budget, with a 15% variance, through May 9,
2024.
The Debtor requires the use of cash collateral to fund day-to-day
operations.
On July 19, 2017, PLV executed and delivered to Wells Fargo
Commercial Distribution Finance, LLC an Inventory Financing
Agreement to enable PLV to purchase certain inventory. To induce
Wells Fargo to enter into the Inventory Financing Agreement, Paul
Vehling, the sole member of PLV, executed and delivered a Guaranty
to Wells Fargo and thereby unconditionally personally guaranteed
PLV's performance of its obligations under the Inventory Financing
Agreement.
To secure the obligations evidenced under the Inventory Financing
Agreement, PLV granted Wells Fargo a security interest in and to
PLV's personal property.
Wells Fargo perfected its security interest in PLV's assets by
filing a UCC-1 Financing Statement in the New Jersey Department of
Treasury, initial filing No. 52331145, on July 25, 2017. Wells
Fargo subsequently preserved the validity of the security interest
by filing a UCC-3 Continuation Statement on March 8, 2022.
As of the Petition Date, Wells Fargo is owed approximately the
amount of $500,000 under the terms of the Inventory Financing
Agreement.
Wells Fargo's cash collateral has an approximate value of
$357,659.
On February 19, 2019, PLV executed and delivered to TD Bank, N.A. a
note to evidence a revolving line of credit in the initial maximum
draw amount of $100,000. On February 6, 2023, the maximum
availability under the Revolving Loan was increased to $250,000. To
induce TD Bank to extend the Revolving Loan, Paul Vehling executed
and delivered a personal guaranty and thereby unconditionally
guaranteed the prompt and full performance of PLV's obligations
under the Revolving Loan.
TD Bank perfected its security interest in PLV's assets by filing a
UCC-1 Financing Statement in the New Jersey Department of Treasury,
Initial filing No. 53243393, on February 21, 2019. TD Bank
subsequently preserved the validity of its security interest by
filing a UCC-3 Continuation Statement on September 5, 2023.
As of the Petition Date, there remains due and owing to TD Bank
under the Revolving Loan the approximate amount of $250,000. The
value of Wells Fargo's lien fully encumbers the Debtor's assets and
therefore, TD Bank is unsecured and not entitled to adequate
protection payments.
As adequate protection, the Secured Lender is granted valid,
binding, enforceable nonavoidable, and automatically perfected
post-petition security interests in and liens on all property of
the Debtor.
If any Diminution in Value, the Secured Lender will have a
superpriority administrative expense claim, pursuant to 11 U.S.C.
Section 507(b), senior to any and all claims against the Debtor
under 11 U.S.C. Section 507(a), whether in this proceeding or in
any superseding proceeding.
The replacement lien and security interest granted are
automatically deemed perfected upon entry of this Order without the
necessity of the Secured Lender taking possession, filing financing
statements, mortgages, or other documents.
The Debtor's authorization, and Secured Lender's consent to use
cash collateral, will terminate without further notice or action by
the Court on the earliest to occur of any of the following:
i. the failure of the Debtor to comply with any provision,
covenant or agreement in the Order (including, without limitation,
any failure to comply with the Budget, subject to any permitted
variance);
ii. an order dismissing the Chapter 11 Case or converting the
Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code;
iii. an order in the Chapter 11 Case modifying, staying,
reversing or vacating the Order, without the prior consent of
Secured Lender.
The Debtor will make adequate protection payments to Wells Fargo
(principal and interest) in the amount of $4,153 per month on the
first of the month. The Debtor will tender the first adequate
protection payment of $4,153 to the Secured Lender on May 1, 2024.
A final hearing on the matter is set for May 7 at 2 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=4Ja0EJ from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$44,600 for the week ending May 5, 2024;
$37,950 for the week ending May 12, 2024;
$37,950 for the week ending May 19, 2024; and
$37,950 for the week ending May 26, 2024.
About PLV Electric LLC
PLV Electric LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-13414) on April 2,
2024. In the petition signed by Paul Vehling, owner, the Debtor
disclosed up to $10 million in assets and up top $1 million in
liabilities.
Judge Christine M. Gravelle oversees the case.
Anthony Sodono, III, Esq., at MCMANIMON, SCOTLAND & BAUMANN, LLC,
represents the Debtor as legal counsel.
PRECISION ANESTHESIA: Creditors to Get Proceeds From Liquidation
----------------------------------------------------------------
Precision Anesthesia Billing, LLC filed with the U.S. Bankruptcy
Court for the Middle District of Tennessee a Chapter 11 Plan of
Liquidation dated April 9, 2024.
Precision Anesthesia Billing, LLC ("PAB") is a medical billing
company that commenced operations on January 1, 2023, when the
predecessor company, Precision Medical Billing ("PMB"), was
purchased by Cardiovascular Anesthesiologists, P.C. ("CVA"), a
Nashville anesthesia group.
PAB is a Tennessee limited liability company with its principal
executive office located in Davidson County, Tennessee. PAB's
offices and most employees were historically located in Tampa,
Florida. PAB ceased operations on March 31, 2024 as a result of the
ransomware attack.
On May 10, 2023, PAB received an email from an international
ransomware hacker group stating they had infiltrated PAB's
electronic records, copied private health records for all the
patients in PAB's server, encrypted all the data on PAB's server,
and were holding PAB's Protected Health Information ("PHI") ransom.
The investigation revealed that a sophisticated ransomware and
extortion group known as "CL0p" was responsible for the attack, and
that they were able to enter the environment by exploiting a
software vulnerability.
PMB/PAB had performed anesthesia billing for roughly 250,000
patients over the prior seven years. PHI for these -250,000
patients was potentially obtained by this hacker group.
Accordingly, in full compliance with United States Department of
Justice Office of Civil Rights guidelines, these -250,000 patients
were notified of the PAB data breach and were offered identity
theft protection. The US DOJ OCR was informed, and comprehensive
reporting and review was submitted to them.
In August and September 2023, multiple lawsuits seeking class
action status were served against PAB, CVA, and Athens Anesthesia.
These lawsuits were ultimately merged into one lawsuit styled:
MICHELLE DILLON, individually and on behalf of herself and all
others similarly situated vs. PRECISION ANESTHESIA BILLING, LLC
(Circuit Court of Davidson County, Tennessee; Case No. 23C1776).
As a small billing company with roughly 20 full and part-time
employees, the legal and technology fees associated with the
ransomware attack were catastrophic to PAB. The enormous upfront
and ongoing costs made it impossible for PAB to continue its
business, which ceased operations on March 31, 2024. As a result,
PAB has sought Chapter 11 protection to wind up its affairs
responsibly and efficiently.
Class 3 consists of Unsecured Claims. On the Effective Date, each
Holder of an Allowed Class 3 Claim shall be paid its Pro Rata
portion of Debtor's Disposable Income. No distribution is
expected.
Class 4 consists of Interest Holders. On the Effective Date,
Interests in and ownership of the Debtor shall terminate, and the
Debtor shall be deemed dissolved. The Debtor thereafter may, but
shall not be required to, file any certificates of dissolution and
take any other actions necessary or appropriate under state law to
reflect the dissolution. All applicable regulatory or governmental
agencies shall accept any certificates of dissolution or other
papers, including the Confirmation Order, submitted by the Debtor
and shall take all steps necessary to allow and reflect the prompt
dissolution of the Debtor without the payment of any fee, tax,
charge, or penalty.
The Debtor shall liquidate and distribute its assets in accordance
with the terms of the Plan.
A full-text copy of the Liquidating Plan dated April 9, 2024 is
available at https://urlcurt.com/u?l=Hjpxy4 from PacerMonitor.com
at no charge.
Proposed Attorneys for Debtor:
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EMERGELAW, PLLC
4235 Hillsboro Pike, Suite 350
Nashville, TN 37215
Tel: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
About Precision Anesthesia Billing
Precision Anesthesia Billing, LLC is a medical billing company that
commenced operations on January 1, 2023.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01207) on April 9,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Charles M. Walker presides over the case.
Nancy B. King, Esq., and Robert James Gonzales, Esq., at Emergelaw,
PLLC represents the Debtor as bankruptcy counsel.
QUEST SOFTWARE: $2.81BB Bank Debt Trades at 30% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 70.4
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2.81 billion Term loan facility is scheduled to mature on
February 1, 2029. About $2.77 billion of the loan is withdrawn and
outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
RATH RACING: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: Rath Racing, Inc.
1459 Adams St SE
Hutchinson, MN 55350
Business Description: The Debtor offers all-terrain vehicle (ATV),
Side-by-Side & utility task vehicle (UTV)
parts & accessories.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
District of Minnesota
Case No.: 24-41056
Judge: Hon. William J. Fisher
Debtor's Counsel: John D. Lamey III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale, MN 55128-7094
Tel: 651-209-3550
Email: JLAMEY@LAMEYLAW.COM
Total Assets: $146,852
Total Liabilities: $1,510,411
The petition was signed by Dary C. Rath as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/E6GHSRQ/RATH_RACING_INC__mnbke-24-41056__0001.0.pdf?mcid=tGE4TAMA
RED DOOR MANAGEMENT: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------------
Red Door Management, Inc. asks the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, for authority to use
cash collateral and provide adequate protection.
The Debtor requires the use the cash collateral for expenses set
forth on the budget and any other unforeseeable expenses that may
arise and pose a threat to the Debtor's continued operations.
Emergency consideration is requested because the Debtor depends on
the use of cash collateral for payroll, supplies, and other general
operating expenses. If the Debtor is unable to use cash collateral,
it will be forced to cease operations.
A search in the Texas Secretary of State shows that allegedly
secured positions in cash collateral are held by (1) U.S. Small
Business Administration; (2) Plexe LLC; (3) Unknown Creditor; (4)
Retail Capital LLC dba Credibly; (5) Funding Metrics LLC; and (6)
Lendin Check Inc.
Specifically, the Debtor requests authority to use the cash
collateral to pay up to 105% of each expense in the budget, so long
as the total of cash collateral spent during the month does not
exceed by more than 5% of that month's total.
A copy of the motion is available at https://urlcurt.com/u?l=n6jFZi
from PacerMonitor.com.
About Red Door Management, Inc.
Red Door Management, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31750) on April
19, 2024. In the petition signed by Mark C. Brown, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
REGAL PRESS: Court OKs Cash Collateral Access Thru June 20
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized the Regal Press Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through June 20, 2024.
The Debtor requires the use of cash collateral to pay its operating
expenses or maintain its assets.
As previously reported by the Troubled Company Reporter, the Debtor
began encountering financial difficulties as a result of the
COVID-19 pandemic, which caused a sharp downturn in the need for
commercial printing services. The accumulated losses from the
pandemic were exacerbated recently when a major customer, JPMorgan,
decided to move all of its commercial printing in-house because of
concerns with sharing confidential client information with third
party vendors. Lastly, on July 13, 2019, the Debtor was sued by
Focused Impressions, Inc. and Focused Technology, LLC for breach of
contract, among other things. The lawsuit, captioned Focused
Impressions, Inc., et al. v. Regal Press, Inc., et al., in the
Superior Court for Suffolk County Massachusetts, was scheduled for
trial commencing on March 14, 2024. Given its accumulated losses,
and the costs and risks of proceeding with the trial, the Debtor
was forced to file this bankruptcy case in order to restructure its
debts.
The Debtor's assets have a value of approximately $5,760,000,
consisting primarily of accounts receivable with a value of
approximately $1.1 million dollars, fixed assets including
machinery and equipment with a value of approximately $898,000,
work in process with a value of $282,000 and inventory with a value
of approximately $2.8 million.
The Debtor's liabilities total approximately $11.3 million,
including, asserted secured claims in the approximate amount of $10
million, unsecured priority claims of approximately $17,000, and
unsecured non-priority claims of approximately $1.4 million, not
including any claims arising from the Focused Impressions, Inc.
lawsuit. The secured claims include the Asserted Lienholders,
discussed in more detail below, as well as approximately nine
equipment financers and/or lessors.
On June 30, 2022, the Debtor executed two term loan notes in favor
of Needham Bank as follows: (a) the Amended and Restated Term Loan
Note (A Loan Note) dated June 30, 2022 in the original principal
amount of $4.5 million, and (b) the Amended, Restated and
Consolidated Term Loan Note dated June 30, 2022 in the original
principal amount of $3.8 million.
The amount due to Needham Bank is approximately $8.4 million.
Needham Bank asserts a senior security interest in all of the
Debtor's assets, including the cash collateral, arising from a
certain Credit Agreement dated August 16, 2018.
On January 20, 2022, the Debtor executed an Amended Loan
Authorization and Agreement in favor of the U.S. Small Business
Administration in the original principal amount of $305,000. The
amount due to the SBA is approximately $305,000, and the SBA
asserts a security interest in all of the Debtor's assets,
including the cash collateral.
On August 4, 2022, the Debtor and Celtic Bank Corporation entered
into a Financing and Security Agreement providing for the Debtor to
obtain a revolving line of credit plan pursuant to which the Debtor
could obtain draws from Celtic, with BlueVine Inc. acting as
servicer for Celtic. The amount of the Debtor's credit limit is not
set forth in the Celtic Agreement. The Celtic Agreement provides
for the Debtor to pay interest, a draw fee, late interest, failed
payment fees, and payment processing fees in undisclosed amounts.
The amount due to Celtic/BlueVine is approximately $57,000, and
Celtic/BlueVine assert a security interest in all of the Debtor's
assets, including the cash collateral.
On September 28, 2023, the Debtor executed the Future Receipts Sale
Agreement for the purported sale of $272,000 in "future receipts"
to Vox Funding in exchange for a payment to the Debtor in the
amount of $150,810. The amount due to Vox Funding is approximately
$180,000, and Vox Funding asserts a security interest in all of the
Debtor's assets, including the cash collateral.
On November 6, 2023, the Debtor executed an agreement with Fresh
Funding for the purported sale of $264,000 in "future receipts" to
Fresh in exchange for a payment to the Debtor of $200,000. The
Debtor only received $193,965. The amount due to Fresh is
approximately $200,000, and Fresh asserts a security interest in
all of the Debtor's assets, including the cash collateral.
The court ruled in addition to the equity cushion that the Asserted
Lienholders may have, the Asserted Lienholders will retain a
continuing lien on all of the assets on which it held a lien on the
Petition Date, without prejudice to the Debtor's rights to contest
the amount, validity, priority and extent of any liens or claims
asserted by the Asserted Lienholders. The Asserted Lienholders'
continuing lien will maintain the same priority, validity and
enforceability as the Asserted Lienholders' pre-petition liens. The
continuing lien granted to the Asserted Lienholders will only be
recognized to the extent of the diminution in value of the Asserted
Lienholders prepetition Collateral after the Petition Date
resulting from the Debtor's use of the cash collateral during the
Chapter 11 case.
A continued hearing on the matter is set for June 20, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=Jwkcl5
from PacerMonitor.com.
About The Regal Press, Inc.
The Regal Press, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10485) on March
13, 2024. In the petition signed by William N. Duffey, Jr.,
president, the Debtor disclosed up to $10 million in assets and up
to $20 million in liabilities.
Judge Christopher J. Panos oversees the case.
D. Ethan Jeffery, Esq., at MURPHY & KING, PROFESSIONAL CORPORATION,
represents the Debtor as legal counsel.
REMSLEEP HOLDINGS: Fruci & Associates II Raises Going Concern
-------------------------------------------------------------
RemSleep Holdings Inc. disclosed in a Form 10-K Report filed with
the U.S. Securities and Exchange Commission for the fiscal year
ended December 31, 2023, that its auditor expressed that there is
substantial doubt about the Company's ability to continue as a
going concern.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2018, issued a "going concern"
qualification in its report dated April 16, 2024, citing that the
Company has an accumulated deficit, net losses, and negative cash
flows from operations. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.
The Company has an accumulated deficit of $14,192,759 at December
31, 2023, had a net loss of $1,777,838 and net cash used in
operating activities of $791,309 for the year ended December 31,
2023. The Company's ability to raise additional capital through the
future issuances of common stock and/or debt financing is unknown.
The obtainment of additional financing, the successful development
of the Company's contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations
are necessary for the Company to continue operations. These
conditions and the ability to successfully resolve these factors
over the next 12 months raise substantial doubt about the Company's
ability to continue as a going concern.
As of December 31, 2023, the Company had $1,206,314 in total
assets, $275,614 in total liabilities, and $930,700 in total
stockholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/6h5635a8
About RemSleep Holdings
Clearwater, FL-based RemSleep Holdings, Inc. is a medical device
company specializes in designing and manufacturing products for
treating sleep apnea and other respiratory conditions.
RIBBON COMMUNICATIONS: S&P Assigns 'B-' ICR on New Debt Refinancing
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
communications technology provider Ribbon Communications Operating
Co. Inc. S&P also assigned its 'B-' issue-level and '3' recovery
ratings to Ribbon's new $65 million revolver and $325 million term
loan.
The stable outlook reflects S&P's expectation that Ribbon can
maintain its business operations through tougher macroeconomic and
sector-specific volatility. This leads to improved top-line growth
from good demand from its IP optical solutions and EBITDA margins
from gross margin expansion and better operating leverage such that
Ribbon's leverage is high-3x over the next 12 months.
Ribbon's low unadjusted free operating cash flow (FOCF) generation
keeps its financial risk high. Over the past three years as
interest expense has increased, Ribbon has generated low absolute
FOCF. Ribbon has also been investing heavily in its IP (internet
protocol) optical research & development (R&D). Ribbon's FOCF
generation was around $2 million in 2021 and around $6 million in
2023. Due to supply chain constraints and investments for growth,
it generated a FOCF deficit of more than $40 million in 2022.
Ribbon has also experienced large working capital swings over the
past few years that have hampered the company's FOCF generation.
S&P believes that the small FOCF base could erode from different
factors that elevate Ribbon's financial risk. This track record of
weak cash flow generation tempers our expectations for future cash
flow.
S&P said, "However, we believe that Ribbon has a sustainable
capital structure. Its new debt amortization payment from this new
term loan is roughly $3.3 million, and we project interest expense
of $31 million in 2024. We believe revenue will grow
mid-single-digit percent year over year in 2024 as a strong IP
optical segment helps grow its revenue. We think that Ribbon's
EBITDA margins will improve as supply chain costs decrease and
investments for growth stabilize such that it can improve its
EBITDA margins more than 200 basis points (bps) in 2024. We project
that the improvement in Ribbon's top line and EBITDA margins will
improve its FOCF generation to almost $10 million in 2024 and more
than $10 million in 2025, which can support its mandatory debt
obligations. We also note that Ribbon will have $90 million in
total liquidity that can buffer its capital structure.
"Even though it has low leverage, we believe Ribbon could have a
hard time managing its business through tough macroeconomic and
sector-specific volatility. Due to Ribbon's debt level and improved
EBITDA margins, we expect Ribbon can keep leverage lower than other
technology hardware issuers rated 'B-'. We project Ribbon will grow
mid-single-digit percent and improve EBITDA margins to almost
mid-teens percent, which will help drive leverage to high-3x in
2024. However, we believe there is inherent volatility in this
telecommunications provider space that can be hard for
smaller-scaled technology hardware companies to absorb without
disrupting business operations. Therefore, we require issuers with
these characteristics to have more cushion to absorb volatility in
credit metrics during a downturn."
Over the past year, demand has slowed significantly for telecom
service providers, as rising interest rates have hampered its
capital expenditure spending. This has led to severe disruptions
for many telecom hardware providers' business operations, worsening
credit metrics. S&P has downgraded many telecom hardware companies
over the past year due to this large inventory correction. Telecom
hardware providers also have a hard time gauging total inventory
across the industry and forecasting when end-customer demand will
improve.
In 2022, Ribbon's revenue declined mid-single-digit percent. This
was due to slower demand from its large telecom customers, as well
as lower EBITDA margins from supply chain disruptions and
investments for growth that elevated leverage to high-6x. To
navigate the volatile situation, Ribbon had to pursue one equity
and one preferred equity infusion to manage the business, which
shows how volatile this telecom hardware provider market can be.
Ribbon will use this new debt refinancing to pay out the preferred
equity from that situation.
The stable outlook reflects S&P's expectation that Ribbon can
maintain its business operations through tougher macroeconomic and
sector-specific volatility. This leads to improved top-line growth
from good demand from its IP optical solutions and EBITDA margins
from gross margin expansion and better operating leverage such that
Ribbon's leverage is high-3x over the next 12 months.
S&P could lower the rating on Ribbon if it believes the capital
structure is unsustainable. This could occur if Ribbon generates
flat FOCF after debt service due to:
-- Tougher macroeconomic or sector-specific volatility;
-- Loss of a large customer;
-- Problems with improving profitability; or
-- Competitive pressures.
S&P could raise the rating on Ribbon if it expect Ribbon can:
-- Maintain FOCF generation above $25 million on improved growth
and EBITDA margins over several years; and
-- Sustain leverage below 6x area.
S&P said, "Environmental factors have a neutral consideration on
our credit rating of Ribbon. Through its manufacturing operations
and supply chain, the company is exposed to various environmental
risks. This includes the use of hazardous materials and waste, as
well as relatively high energy consumption factors inherent in
hardware manufacturing. However, Ribbon tracks all of its
environment metrics and has published corporate sustainability
reports for the last four years. Ribbon decreased its Scope 1 and
Scope 2 emissions by 16% and 57%, respectively, due to recycling
efforts and waste diversion."
Management and governance factors have a neutral consideration on
our credit rating of Ribbon, reflecting management's experience,
expertise, and ability to adjust business strategies in response to
changing conditions.
Social factors are also a neutral consideration in S&P's analysis.
RISKON INTERNATIONAL: Faces Nasdaq Delisting Due to Many Violations
-------------------------------------------------------------------
RiskOn International, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on April 12, 2024, it
received a written notice from the Nasdaq Hearings Panel that the
Panel had determined to delist the Company's common stock from The
Nasdaq Capital Market.
The Panel reached its decision to delist the Common Stock from the
Nasdaq Capital Market for violating Nasdaq Listing Rule 5110(a) and
Listing Rule 5635(b) as a result of the acquisition of BitNile.com,
Inc., which closed on March 6, 2023. In addition, the Panel
concluded that the Company's multiple violations of the Nasdaq
Listing Rule 5640 raised public interest concerns that served as an
additional and separate basis for delisting. Finally, the Panel
found that the Company is not in compliance with the minimum $2.5
million stockholders' equity requirement for continued listing set
forth in Nasdaq Listing Rule 5550(b)(1) and had not demonstrated
the ability to regain compliance with that requirement in the near
term.
As previously reported, the Company's common stock was suspended
from trading on the Nasdaq Capital Market on Feb. 28, 2024, and
since that time, the Common Stock has traded on the Pink Current
Information tier of the Over-the-Counter Market run by the OTC
Markets Group under the symbol, "ROII". The Company is
contemplating its next steps, which may include submitting an
application for its common stock to be traded on the OTCQB Venture
Market tier. The Company does not expect such potential transition
to the OTCQB to have an immediate effect on the Company's business
operations. RiskOn remains a reporting company under the
Securities Exchange Act of 1934, as amended, and will continue to
file periodic and other reports with the U.S. Securities and
Exchange Commission.
RiskOn said the delisting of the Common Stock from the Nasdaq
Capital Market could negatively impact the Company in several ways,
including without limitation, by (i) reducing the liquidity and
market price of the Common Stock; (ii) reducing the number of
investors willing to hold or acquire the Common Stock, which could
negatively impact the Company's ability to raise equity financing;
(iii) impairing the Company's ability to provide equity incentives
to its employees; (iv) impacting the Common Stock as it will likely
fall within the definition of a "penny stock," which would cause
brokers trading the Common Stock to adhere to more stringent rules;
(v) causing analysts to limit or stop coverage of the Common Stock;
and (vi) limiting availability of market quotations for the Common
Stock.
In addition, if the Common Stock has not been listed on another
qualifying exchange (for which neither the OTCQB nor OTC Pink
Current Information qualifies), within seven trading days following
the delisting of the Company's Common Stock from the Nasdaq Capital
Market, such event would constitute a default under the terms of
the Company's Senior Secured Convertible Notes issued April 27,
2023. In such event, the Company could be required, at the option
of such holders, to repurchase all or a portion of the Secured
Notes. A requirement by such holders for the Company to repurchase
some or all of the Secured Notes for cash will have a material
adverse effect on the Company's business, financial condition and
results of operations, including if the Company does not have
sufficient funds or are otherwise unable to comply with such
requirement in accordance with the terms of the Secured Notes. The
Company provided the investors with a security interest in
substantially all of the assets of the Company, which the investors
have the right to if the Company is unable to repay the Secured
Notes when due.
About RiskOn International
Founded in 2011, RiskOn International, Inc. (formerly known as
BitNile Metaverse, Inc.) owns 100% of BNC, including the
BitNile.com metaverse platform. The Platform, which went live to
the public on March 1, 2023, allows users to engage with a new
social networking community and purchase both digital and physical
products while playing 3D immersive games. In addition to BNC, the
Company also owns two non-core subsidiaries: approximately 66% of
Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and
approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn
also owns approximately 70% of White River Energy Corp (OTCQB:
WTRV).
RiskOn reported a net loss of $87.36 million on zero revenue for
the year ended March 31, 2023, compared to a net loss of $10.55
million on $27,182 of revenues for the year ended March 31, 2022.
As of Dec. 31, 2023, the Company had $101,487 in cash and cash
equivalents. The Company believes that the current cash on hand is
not sufficient to conduct planned operations for one year from the
issuance of the condensed consolidated financial statements, and it
needs to raise capital to support its operations, raising
substantial doubt about its ability to continue as a going concern.
The Company acquired BitNile.com in March 2023, which has generated
nominal revenue as of December 31, 2023. Its ability to continue
as a going concern is dependent on its obtaining adequate capital
to fund operating losses until it establishes continued revenue
streams and become profitable. Management's plans to continue as a
going concern include raising additional capital through sales of
equity securities and borrowing. However, management cannot
provide any assurances that the Company will be successful in
accomplishing any of its plans. If the Company is unable to obtain
the necessary additional financing on a timely basis, it will be
required to delay, reduce or perhaps even cease the operation of
its business, according to the Company's Quarterly Report for the
period ended Dec. 31, 2023.
RODGERS COMPANIES: Areya Holder Aurzada Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Areya Holder Aurzada, Esq.,
at Holder Law as Subchapter V trustee for Rodgers Companies, LLC.
Ms. Aurzada will be paid an hourly fee of $575 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Aurzada declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Areya Holder Aurzada, Esq.
Holder Law
901 Main Street, Ste. 5320
Dallas, TX 75202
Office: 972-438-8800
Mobile: 817-907-4140
About Rodgers Companies
Rodgers Companies, LLC, a company in Ennis, Texas, filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Texas Case No. 24-30898) on March 29, 2024, with $1,589,200 in
assets and $1,551,079 in liabilities. Tim Rogers, authorized
representative, signed the petition.
Robert T. DeMarco, III, Esq., at DeMarco Mitchell, PLLC represents
the Debtor as legal counsel.
RRG INC: Wins Cash Collateral Access Thru May 30
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
authorized RRG, Inc. to use cash collateral, on an interim basis,
in accordance with the budget, with a 15% variance, through May 30,
2024.
Specifically, the Debtor is permitted to use the proceeds of the
Franchisee business in the sum of $1.2 million to operate the
Franchisee business as a Debtor in Possession under Chapter 11 of
the U.S Bankruptcy Code.
Starting March 1, 2024, Debtor will make a deposit in the amount of
$2,500 as a retainer for Subchapter V Trustee's fees and expenses
to Counsel for the Debtor's escrow account to be reserved as a
retainer for the payment of the Subchapter V Trustee's fees and
expenses to be paid out upon approval by the Court.
Pacific Premier Bank is granted a lien in the Debtor's
post-petition assets to the same extent, validity, and priority as
the Lender's Prepetition Liens.
The Debtor will make the debt service due for February 2024 within
five days of the Order and remain current on post petition loan
payments to Lender in the approximate amount of $66,558 per month.
A final hearing on the matter is set for May 30 at 11 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=YbeInJ from PacerMonitor.com.
The Debtor projects $2,124,460 in total expenses for one month.
About RRG Inc.
RRG, Inc. is a company in Cumming, Ga., which is primarily engaged
in providing food services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-10075) on January 31,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Mark Rinna, president, signed the petition.
Judge Susan D. Barrett oversees the case.
Bowen Klosinski, Esq., at Klosinski Overstreet, LLP represents the
Debtor as legal counsel.
SCIENTIFIC ENERGY: Centurion ZD CPA & Co Raises Going Concern Doubt
-------------------------------------------------------------------
Scientific Energy, 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 its auditor expressed that there is
substantial doubt about the Company's ability to continue as a
going concern.
Hong Kong-based Centurion ZD CPA & Co., the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, the Company had a net income
attributable to the Company of $2,087,997, or $0.008 per share, as
compared to a net loss of $3,766,129, or $(0.014) per share, for
the year of 2022. The Company has an accumulated deficit of
$11,946,908 as of December 31, 2023. The Company also experienced
insufficient cash flows from operations and will be required
continuous financial support from the shareholders. The Company
will need to raise capital to fund its operations until it is able
to generate sufficient revenue to support the future development.
Moreover, the Company may be continuously raising capital through
the sale of debt and equity securities.
The Company's ability to achieve these objectives cannot be
determined at this stage. If the Company is unsuccessful in its
endeavors, it may be forced to cease operations.
These factors have raised substantial doubt about the Company's
ability to continue as a going concern. There can be no assurances
that the Company will be able to obtain adequate financing or
achieve profitability.
As of December 31, 2023, the Company had total assets of
$81,949,071, total liabilities of $13,342,862, total stockholders'
surplus of $69,187,322, and non-controlling interests of
(581,113).
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/2v8tne4r
About Scientific Energy Inc.
Scientific Energy, Inc. is a leading mobile platform of ordering
and delivery services for restaurants or other merchants in Macau.
The Company operates in Macau. Its businesses are built on our
platform, Aomi App. The Platform connects restaurants/ merchants
with consumers and delivery riders. The Platform is created to
serve the needs of these three key areas and to become more
intelligent and efficient with every customer order.
SKY DEVELOPMENT: David Madoff Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 1 appointed David Madoff, Esq., a
partner at Madoff & Khoury, LLP, as Subchapter V trustee for Sky
Development, Ltd.
Mr. Madoff will be compensated at $450 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Madoff declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
David B. Madoff
Madoff & Khoury, LLP
124 Washington Street, Suite 202
Foxborough, MA 02035
Phone: (508) 543-0040
Email: madoff@mandkllp.com
About Sky Development
Sky Development, Ltd. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-10658) on
April 9, 2024, with as much as $50,000 in both assets and
liabilities.
Judge Janet E. Bostwick presides over the case.
Logan A. Weinkauf, Esq., at Logan A. Weinkauf, P.C. represents the
Debtor as legal counsel.
SKYX PLATFORMS: Reduces Royalty Payment to GE Trademark by $400K
----------------------------------------------------------------
SKYX Platforms Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it reduced a payment of
$1.4 million due to GE Trademark Licensing, Inc. by $400,000, in
exchange for a 3-year no interest bearing convertible promissory
note of $1.0 million to GE-TL, with a conversion price of $1.07 per
share. The Note was signed on April 11, 2024, and matures on April
11, 2027.
On Dec. 8, 2023, the Company filed a Current Report on Form 8-K
disclosing, among other things, that the Company had entered into a
letter agreement relating to royalty payments due to GE -TL, in
connection with the sunsetting of the License Trademark Agreement
previously entered into with GE-TL. Pursuant to the Letter
Agreement, the Company also agreed to issue a convertible note
payable to GE-TL, with the note terms and conditions to be mutually
agreed upon by both parties. On April 11, 2024, the Company
entered into an amendment to the Letter Agreement, which extended
the deadline for the Company to issue the convertible note to GE-TL
to May 1, 2024, and issued the Note, reflecting a reduction in
payments due.
The Note does not bear interest and the principal amount of the
Note is convertible into shares of the Company's common stock at
any time at the option of the holder. The Company may prepay the
entire then-outstanding principal amount of a Note at any time,
plus a prepayment premium; if the Company exercises such right, the
Note holder may instead elect to convert the Note into shares of
common stock. The Note also provides for certain piggyback
registration rights.
SKYX Platforms Corp.
SKYX Platforms Corp. has a series of highly disruptive
advanced-safe-smart platform technologies, with over 96 U.S. and
global patents and patent pending applications. The Company's
technologies place an emphasis on high quality and ease of use,
while significantly enhancing both safety and lifestyle in homes
and buildings. The Company believes that its products are a
necessity in every room in both homes and other buildings in the
U.S. and globally. In addition, during 2023, the Company expanded
its operations by acquiring an online retailer and e-commerce
provider specializing in home lighting, ceiling fans, and other
home furnishings.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
negative cash flows from operations and recurring net losses, which
raises substantial doubt about its ability to continue as a going
concern.
SPORTS INTERIORS: Wins Cash Collateral Access Thru June 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Sports Interiors, Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through June 30, 2024.
In return for the Debtor's continued interim use of cash
collateral, Bank Financial, National Association is granted the
following adequate protection for its purported secured interests
in property of the Debtor:
1. The Debtor will permit the Bank to inspect, upon reasonable
notice, within reasonable hours, the Debtor's books and records;
2. The Debtor will maintain and pay premiums for insurance to cover
all of its assets from fire, theft and water damage;
3. The Debtor will, upon reasonable request, make available to the
Bank evidence of that which constitutes its collateral or
proceeds;
4. The Debtor will properly maintain its assets in good repair and
properly manage its business; and
5. The Bank will be granted valid, perfected, enforceable security
interests in and to Debtor's postpetition assets, including all
proceeds and products which are now or hereafter become property of
this estate to the extent and priority of its alleged pre-petition
liens, if valid, but only to the extent of any diminution in the
value of such assets during the period from the commencement of the
Debtor's Chapter 11 case through February 29, 2024.
A final hearing on the matter is set for June 26, 2024 at 1:15
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=0DjAWj from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$97,238 for the week starting May 6, 2024;
$21,424 for the week starting May 13, 2024;
$124,224 for the week starting May 20, 2024; and
$34,624 for the week starting May 27, 2024.
About Sports Interiors, Inc.
Sports Interiors, Inc. sells and installs its liner system and
metal halide lighting system for indoor tennis facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January 9,
2024. In the petition signed by Robert VanDixhorn, president, a
director and a shareholder, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Deborah L Thorne oversees the case.
David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C.,
represents the Debtor as legal counsel.
STONY POINT: Court OKs Cash Collateral Access Thru June 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Stony Point Ambulance Corps, Inc. to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance, through June 7, 2024.
The Debtor represented that the JTS Capital Realty 3 LLC has duly
perfected senior security interests, in all of the Debtor's real
and personal property, including the proceeds thereof, by virtue of
the liens granted to them under the First and Second Mortgage,
Security Agreements and ALR's and the filing of a UCC-1 and UCC-3
Financing Statements evidencing such interests.
The respective liens and security interests held by JTS Realty in
the respective Debtor's cash and properties may constitute cash
collateral within the meaning of U.S.C. Section 363(a).
In addition to the monthly adequate protection payment provided for
in the First Interim Order, the Debtor will remit the sum of
$125,000 to JTS Realty within two business days of entry of the
Order, which amount will be applied to outstanding principal due to
JTS Realty by the Debtor.
The terms and provisions of the First Interim Order will remain in
full force and effect through and including the Final Hearing and
any adjournment by the parties or continuation or determination
thereon by the Court.
A final hearing on the matter is set for June 7 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=gbTPu6
from PacerMonitor.com.
About Stony Point Ambulance Corps
Stony Point Ambulance Corps, Inc. -- https://www.spacems.org is the
official ambulance service for the Town of Stony Point, N.Y. It
offers NYS EMT certification and provides personal growth and
career development opportunities.
Stony Point Ambulance filed Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 23-22654) on Sept. 7, 2023, with $1 million to $10 million
in both assets and liabilities. Eric Huebscher Consulting has been
appointed as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Erica Aisner, Esq., at Kirby Aisner and Curley,
LLP as legal counsel.
SYNAPSE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Synapse Financial Technologies, Inc.
21255 Burbank Boulevard,
Suite 120
Woodland Hills, CA 91367
Business Description: The Debtor is a banking as a service
platform enabling companies across the globe
to quickly launch feature complete deposit
and credit products.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10646
Judge: Hon. Martin R. Barash
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
E-mail: rb@lnbyg.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Sankaet Pathak as chief executive
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HXSPPRA/Synapse_Financial_Technologies__cacbke-24-10646__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Kroll Associates, Inc. $473,662
600 3rd Ave Fl 4
New York, NY 10016
Benjamin Au
Email: ben.au@orrick.com
Phone: (212) 593-1000
2. Thomson Reuters $290,822
PO Box 6292 - West
Payment Center
Carol Stream, IL
60197-6292
3. Lineage Bank $276,812
3359 Aspen Grove
Drive Suite 150
Franklin, TN 37067
4. Amazon Web $261,509
Services, Inc.
PO Box 84023
Seattle, WA
98124-8423
Email: aws-receivables-support@email.amazon.com
5. Jones Day $229,275
555 California Street
26th Floor
San Francisco, CA
94104-1500
Tel: (415) 875-5889
6. Trulioo Information $225,754
Services, Inc
400-114 East 4th St
Vancouver, CA 94104
7. MasterCard International $210,900
2200 Mastercard Boulevard
O' Fallon, MO
63368-7263
8. Goodwin Procter LLP $199,835
Three Embarcadero Center
San Francisco, CA 94111
Shinette Parin
Email: sparin@goodwinlaw.com
Phone: (415) 733-6000
9. Lowenstein Sandler LLP $166,921
One Lowenstein Drive
Roseland, NJ 07068
10. First Horizon Bank $157,427
4385 Poplar Avenue
ATTN: Proctor Ford
Memphis, TN 38117
Email: acummings@firsthorizon.com
Phone: (901) 681-2398
11. Bergeson LLP $141,917
111 Market Street,
Suite 600
San Jose, CA 95113
12. Sloanne & Company, LLC $131,250
285 Fulton Street
69th Floor
New York, NY 10007
Email: accountsreceivable@sloanepr.com
13. Newfront Insurance, Inc. $125,112
55 2nd Street, 18th Floor
San Francisco, CA 94105
John Rodriguez
Email: john.rodriguez@newfrontinsurance.com
Phone: (323) 360-1748
14. Linkedin Corporation $115,045
62228 Collections
Center Drive
Chicago, IL
60693-0622
Email: r-receipts@linkedin.com
Phone: (866) 498-7020
15. Fiserv, Inc $102,000
Po Box 208457
Dallas, TX
75320-8457
Email: ceinvoiceinquiry@fiserv.com
Phone: (470) 701-7191
16. Performiline, Inc. $99,900
58 South Street 2nd Floor
Morristown, NJ 07960
Email: ar@performline.com
Phone: (314) 754-0999
17. Digital 365 Main, LLC $67,892
365 Main Street
Suite 1500
San Francisco, CA 94105
18. TabaPay, Inc $67,500
605 Ellis Street 110
Mountain View, CA 94043
19. FlemingMartin, LLC $66,333
822 Hartz Way Suite 215
Danville, CA 94526
20. Yotta Technologies Inc $65,172
33 Irving Pl
New York, NY 10003
Adam Moelis
Email: adam@withyotta.com
Phone: (844) 945-3449
SYNAPSE FINANCIAL: Tabapay to Buy Assets After Chapter 11 Filing
----------------------------------------------------------------
TabaPay, Inc., an instant money movement platform for the fintech
industry, on April 19 disclosed that it has entered into an
agreement to acquire the assets and affiliates of Synapse Financial
Technologies, Inc. The agreement follows the filing by Synapse of
a voluntary bankruptcy petition under Chapter 11.
With the addition of the Synapse assets, TabaPay will offer an
unprecedented array of financial services for fintech firms and
financial institutions, pending approval by the bankruptcy court.
Prior to the acquisition, the two businesses provided complementary
financial technology services, with both companies ranking on
Deloitte's 2023 Fast 500 with Synapse posting 650%+ growth over a
five-year period.
"The addition of the Synapse features is an acceleration of our
TabaPay story, one dedicated to delivering great solutions that
help our clients rapidly innovate, save money, and offer great
financial products to their customers," said Rodney Robinson, the
Co-founder and CEO of TabaPay. "The Synapse assets are a great and
natural fit to our existing services to grow our offerings in
tandem with providing continuity to Synapse clients and banks."
As the asset acquisition is approved by the bankruptcy court,
TabaPay will announce additional solutions that leverage the
Synapse assets.
About TabaPay
TabaPay -- http://www.tabapay.com-- is a money movement platform
for scalable, resilient, and cost-efficient instant payment
solutions. TabaPay processes over one million transactions daily on
behalf of more than 2,500 clients in the U.S. and Canada, and
provides merchant acquiring, instant payments, and services across
the payments ecosystem. Through its unified API, customers gain
direct access to 15 banking partners, 16 network connections, and
full-stack payment processing, which enable flexibility while
eliminating redundant processes. The company is majority employee
owned with investments from Aligned Partners and Softbank. Recent
industry recognition includes Forbes 2024 Fintech 50, Deloitte Fast
500, Inc. 5000, and TearSheet.
About Synapse Financial Technologies
Headquartered in San Francisco, California, Synapse Financial
Technologies, Inc. -- https://synapsefi.com/ -- is a
banking-as-a-service platform for embedded finance solutions
worldwide.
T&R TRANSPORT: Seeks Cash Collateral Access
-------------------------------------------
T&R Transport, Inc. asks the U.S. Bankruptcy Court for the District
of Arizona for authority to use cash collateral and provide
adequate protection.
The Small Business administration has a first lien position on the
cash collateral. The Debtor requires the use of cash collateral to
pay all of the Debtor's normal and ordinary operating expenses
(such as payroll including compensation to needed drivers, payments
for leased vehicles, insurance and fuel) as will come due in the
ordinary course of the Debtor's business in order to preserve the
going concern value of its business, assets and reorganization
efforts.
The SBA will be provided with adequate protection by granting it a
replacement lien on all receivables and receipts generated
post-petition, to the same nature, extent and priority of its
pre-petition lien.
A copy of the motion is available at https://urlcurt.com/u?l=u2oDS3
from PacerMonitor.com.
About T&R Transport, Inc.
T&R Transport, Inc. is a trucking transportation company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 3:24-bk-03025-PS) on
April 19, 2024. In the petition signed by Eiko Garcia, secretary
and director, the Debtor disclosed up to $500,000 and up to $10
million.
Alan A. Meda, Esq., at Burch & Cracchiolo, P.A., represents the
Debtor as legal counsel.
THERMOGENESIS HOLDINGS: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------------------
ThermoGenesis Holdings, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that its auditor expressed that there
is substantial doubt about the Company's ability to continue as a
going concern.
New York, NY-based Marcum LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated April
15, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional capital to grow its business, fund operating expenses
and make interest payments. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
The Company has incurred net losses and it anticipates that its
losses will continue. It has not been profitable for a significant
period. For the years ended December 31, 2023 and 2022, the Company
had a net loss of $18,819,000 and $11,812,000 respectively and an
accumulated deficit at December 31, 2023 of $284,168,000. The
Company will continue to incur significant costs as it develops and
markets its current products and related applications. Although the
Company is executing its business plan to develop, market and
launch new products, continuing losses may impair its ability to
fully meet its objectives for new product sales or threaten its
ability to continue as a going concern in future years.
"We will need to raise additional capital to fund our operations
and the furtherance of our business plan. Due to our recurring
losses from operations and the expectation that we will continue to
incur losses in the future, we will need to raise additional
capital. We have historically relied upon private and public sales
of our equity, as well as debt financings to fund our operations,"
ThermoGenesis said.
"In order to raise additional capital, we may seek to sell
additional equity and/or debt securities or obtain a credit
facility or other loan, which we may not be able to do on favorable
terms, or at all. Our ability to obtain additional financing will
be subject to a number of factors, including market conditions, our
operating performance and investor sentiment. If we are unable to
raise additional capital when required or on acceptable terms, we
may have to significantly delay, scale back or discontinue the
development and/or commercialization of one or more of our product
candidates, restrict our operations or obtain funds by entering
into agreements on unfavorable terms," the Company said.
As of December 31, 2023, the Company had $11,232,000 in total
assets, $14,816,000 in total liabilities, and $3,584,000 in total
deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/5n6nz7am
About ThermoGenesis Holdings
ThermoGenesis Holdings, Inc. develops and commercializes a range of
automated technologies for cell-banking, cell-processing, and
cell-based therapeutics. Since the 1990's, ThermoGenesis Holdings
has been a pioneer in, and a leading provider of, automated systems
that isolate, purify and cryogenically store units of hematopoietic
stem and progenitor cells for the cord blood banking industry. The
Company was founded in 1986 and is incorporated in the State of
Delaware and headquartered in Rancho Cordova, CA.
TIJUANA FLATS: New Ownership Group Acquires Brand
-------------------------------------------------
Central Florida-based Tijuana Flats (TF) on April 19 disclosed that
a new ownership group has acquired the brand with a plan of
revitalizing its restaurants and reinvigorating the customer
experience. The change marks a new chapter for the organization
which was founded nearly 30 years ago. The new ownership group,
Flatheads, LLC, listed the immense brand recognition, strong
following and customer loyalty, plus future potential of the brand
as some of the key reasons it was excited about its new investment
in the restaurant chain. Prior to the change of ownership this
month, Tijuana Flats had been owned by TJF USA, LLC.
Joe Christina, Chief Executive Officer of Tijuana Flats, said, "Our
company is excited by the new ownership group's plan to reinvest,
focus, and emphasize the things that originally brought so many
people to love Tijuana Flats. We understand the immediate
financial actions taken by them to ensure the long-term health of
this great and iconic brand."
In conjunction with the announcement of new ownership, Tijuana
Flats said on April 19 that it has filed for Chapter 11 bankruptcy
protection and has closed 11 restaurants last week. Its executives
said the sale and subsequent filing are the culmination of a
strategic review that started in November of 2023 when the company
began exploring various options which had included a potential
sale. Furthermore, the decision to close restaurants, though
difficult, was a result of a unit-by-unit analysis of financial
performance, occupancy costs, and market conditions. Tijuana Flats
will continue to provide full support to its franchisees and its
remaining locations will continue to operate as usual. Flatheads,
LLC said they recognized the critical juncture at which Tijuana
Flats stood, therefore felt immediate action was needed to preserve
the organization. They stated it was not only their desire to see
this great brand and its legacy continue, but also to go back to
basics and original roots by building on customer service, quality
food, and fair prices so that the organization can thrive and reach
new heights.
Joe Christina, who joined the brand in November of 2022, will
remain as CEO of the company. He is a 40-year restaurant pro who
brings extensive and proven industry experience to the table,
having grown notable global brands. "Since joining the brand, I
have been committed to leading with a vision to serve every guest
the most flavorful Tex-Mex food and provide the best guest
experience in the country," said Mr. Christina.
The new ownership group said it was encouraged by the changes Mr.
Christina has already put in place since his arrival and is looking
forward to working with him and his leadership team to strengthen
the brand. As one example, Tijuana Flats rolled out a new menu
effective April 1st together with new packaging for take-out and
delivery designed to enhance the product and improve delivery times
to its customers. Flatheads has said its aim is to renew the
restaurant's focus on quality controls, speed of service,
consistency of food, serving size, and improving the in-store
experience. As part of that goal, it plans to make renovations to
many of its locations to give them a refresh and make dining at its
restaurants a great choice for its customers.
Mr. Christina added, "Our new partners share a desire to continue
the corporate culture and vision of Tijuana Flats, protecting and
supporting our team members and franchisees so they can best serve
their customers. With this new ownership structure, and a robust
strategic plan, we are well-positioned for an emergence in the fast
casual space. I look forward to evolving and expanding our brand
and supporting the communities we serve."
About Tijuana Flats
Tijuana Flats -- https://www.tijuanaflats.com/ -- is a fast-casual
Tex-Mex restaurant founded in 1995 in Winter Park, Fla. The
Company has 63 company-owned locations throughout Florida.
TPT GLOBAL: Errors Found in Previously Filed Financial Reports
--------------------------------------------------------------
TPT Global Tech, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Board of Directors of
the Company, in consultation with management and Sadler, Gibb &
Associates, LLC, the Company's independent registered public
accounting firm, concluded that the Company's previously issued
unaudited condensed consolidated financial statements contained
within the Quarterly Reports on Form 10-Q for the quarterly period
Sept. 30, 2023 should no longer be relied upon due to errors in
such financial statements, and therefore a restatement of this
prior financial statement is required. Accordingly, the Company
intends to restate the aforementioned financial statements by
amending its quarterly reports on Form 10-Q for the quarter ended
Sept. 30, 2023, as soon as reasonably practicable.
The impact of this restatement on the Company's third quarter 2023
unaudited condensed consolidated financial statements will be a
$1,226,000 decrease in Total Assets and $1,226,000 decrease in
Mezzanine Equity on the Condensed Consolidated Balance Sheet as of
Sept. 30, 2023. There is no effect on the Condensed Consolidated
Statement of Operations, Condensed Consolidated Statement of
Stockholders Deficit or Condensed Consolidated Statement of Cash
Flows for the three and nine months ended Sept. 30, 2023.
The Company entered into an agreement to acquire land per the Real
estate Land Purchase and JV Real estate Development Partnership
Agreement dated July 14, 2023. It was management's understanding
the due diligence was completed and that the Company could record
the acquisition on its books and records as of this date.
Subsequently, the Company learned of an undisclosed mortgage on the
subject land that would have impaired the land and also discovered
the inability to use as consideration its Series E Preferred Stock.
Both parties on April 12, 2024 agreed to cancel the transaction.
Management has determined that the errors described above do not
change management's previous conclusions regarding the
effectiveness of the Company's disclosure controls and procedures
as of Sept. 30, 2023. Due to the lack of personnel and outside
directors, management concluded that the Company's disclosure
controls and procedures are not effective as of such date. The
Company anticipates that with further resources, the Company will
expand both management and the board of directors with additional
officers and independent directors in order to provide sufficient
disclosure controls and procedures.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) is based in San Diego, California,
and operates as a technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
technology solutions. The Company operates on its own proprietary
Global Digital Media TV and Telecommunications infrastructure
platform and also provide technology solutions to businesses
domestically and worldwide. The Company offers Software as a
Service (SaaS), Technology Platform as a Service (PAAS),
Cloud-based Unified Communication as a Service (UCaaS) and
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
The Company's cloud-based UCaaS services allow businesses of any
size to enjoy all the latest voice, data, media and collaboration
features in today's global technology markets. The Company also
operates as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cellphone services, Mobile
phones, Cellphone Accessories and Global Roaming Cellphones.
TPT Global reported a net loss attributable to the Company's
shareholders of $61.50 million for the year ended Dec. 31, 2022,
compared to a net loss attributable to the Company's shareholders
of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31,
2022, the Company had $1.05 million in total assets, $34.02 million
in total liabilities, $58.25 million in mezzanine equity, and a
total stockholders' deficit of $91.21 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern. Additionally, as of Sept. 30, 2023, the Company had
an accumulated deficit totaling $109,549,957. This raises
substantial doubts about its ability to continue as a going
concern.
As of Sept. 30, 2023, the Company had an accumulated deficit
totaling $109,549,957. The Company said this raises substantial
doubts about its ability to continue as a going concern.
TREMONT CHICAGO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Tremont Chicago, LLC
101 W Ohio St.
Suite 720
Indianapolis, IN 46204
Business Description: The Debtor is part of the traveler
accommodation industry.
Chapter 11 Petition Date: April 22, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-10844
Judge: Hon. Laurie Selber Silverstein
Debtor's Counsel: Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
501 Silverside Road
Suite 65
Wilmington, DE 19809
Tel: 302-444-6710
Email: marias@goldmclaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Michael Collier as sole member of Hotel
Capital, LLC, Debtor's Manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download. Follow this link to get a copy today
https://www.pacermonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6ACY3IY/Tremont_Chicago_LLC__debke-24-10844__0001.0.pdf?mcid=tGE4TAMA
TYSONS JEWELRY: Seeks Cash Collateral Access Thru June 30
---------------------------------------------------------
Tysons Jewelry Enterprises LLC asks the U.S. Bankruptcy Court for
the Eastern District of Virginia, Alexandria Division, for
authority to use the cash collateral of Lion Business Funding, LLC
through June 30, 2024.
The Debtor requires use of cash collateral to maintain and operate
its business affairs and pay the Debtor's post-petition secured and
ongoing obligations as and when they come due.
The Secured Creditor has a lien against the assets of the Debtor by
reason of UCC-1 Financing Statements filed with the Clerk of the
State Corporation Commission, though it is unclear if this lien is
properly perfected. As a result, the Secured Creditor may hold a
security interest in the Debtor's cash in hand, accounts
receivable, and proceeds pursuant to 11. U.S.C. Section 363.
A copy of the motion is available at https://urlcurt.com/u?l=ZRNk26
from PacerMonitor.com.
About Tysons Jewelry Enterprises LLC
Tysons Jewelry Enterprises LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-10666) on
April 7, 2024. In the petition signed by Robert Mikail, managing
member, the Debtor disclosed $50,000 in assets and up to $500,000
in liabilities.
Jonathan B. Vivona, Esq., at Vivona Pandurangi, PLC, represents the
Debtor as legal counsel.
US LIGHTING: GBQ Partners Raises Going Concern Doubt
----------------------------------------------------
US Lighting Group, 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 its auditor expressed that there is
substantial doubt about the Company's ability to continue as a
going concern.
Columbus, Ohio-based GBQ Partners LLC, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
For the year ended December 31, 2023, the Company recognized a net
loss of $1,104,968, compared to a net loss of $8,990,320 for the
year ended December 31, 2022, and had cash used in operating
activities was $217,608. As the Company further develops its
products and markets, the Company may need to raise additional
capital or borrow additional funds to support increasing levels of
working capital until it is able to generate sufficient revenues.
Management plans to generate increasing revenues and as needed
raise additional capital or borrow additional funds in order to
provide liquidity and fund increasing levels of working capital to
continue operations as a going concern. However, there is no
assurance the Company will be successful in accomplishing its
plans. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
As of December 31, 2023, the Company had $3,069,889 in total
assets, $7,719,102 in total liabilities, and $4,649,213 in total
shareholders' deficit.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/3njmt4nz
About US Lighting Group
Euclid, Ohio-based US Lighting Group, Inc. is an innovative
composite manufacturer utilizing advanced fiberglass technologies
in growth sectors such as high-end recreational vehicles (RVs),
prefabricated off-grid houses, and high-performance powerboats. It
derives expertise and inspiration from the marine industry, where
the harshest conditions are expected and met with superior
engineering and the latest in composite technology.
VIVAKOR INC: Lowers Net Loss to $10.7 Million in 2023
-----------------------------------------------------
Vivakor, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss attributable to the
company of $10.74 million on $59.32 million of total revenues for
the year ended Dec. 31, 2023, compared to a net loss attributable
to the company of $19.44 million on $28.11 million of total
revenues for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $71.23 million in total
assets, $54 million in total liabilities, and $17.24 million in
total stockholders' equity.
Houston, Texas-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated April
16, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Vivakor said, "Our ability to continue to access capital could be
affected adversely by various factors, including general market and
other economic conditions, interest rates, the perception of our
potential future earnings and cash distributions, any unwillingness
on the part of lenders to make loans to us and any deterioration in
the financial position of lenders that might make them unable to
meet their obligations to us. If we cannot raise capital through
public or private debt financings, equity offerings, or other
means, our ability to grow our business may be negatively affected.
In such a case, we may need to suspend site and plant construction
or further acquisitions until market conditions improve."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001450704/000182912624002582/vivakor_10k.htm
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is a socially responsible
operator, acquirer and developer of technologies and assets in the
oil and gas industry, as well as related environmental solutions.
Currently, the Company's efforts are primarily focused on operating
crude oil gathering, storage and transportation facilities, as well
as contaminated soil remediation services.
VIVO TECHNOLOGIES: Has Deal on Cash Collateral Access
-----------------------------------------------------
Vivo Technologies, LLC asks the U.S. Bankruptcy Court for the
District of Arizona for authority to use cash collateral and
provide adequate protection in accordance with its agreement with
McCormick 101, LLC, assignee of Arizona Bank & Trust and New Mexico
Bank and Trust.
The Third Interim Order expired on March 31, 2024, and McCormick
101, LLC has agreed to a Fourth Interim Order on terms
substantially similar to the First, Second, and Third Interim
Orders.
As previously reported by the Troubled Company Reporter, parties
agreed that the Debtor may use cash collateral in the ordinary
course of business to pay expenses categorized in the Cash Flow
budget.
To the extent there is a diminution in the value of Lender's
interest in the cash collateral, the Lender will be granted a first
priority perfected replacement lien in all post-petition collateral
of the Debtor that are or would be collateral under the Loan
Documents if not for 11 U.S.C. Section 552(a), and all cash and
cash equivalents.
To the extent the Replacement Lien does not adequately protect the
diminution in the value of the Lender's interest in the Collateral
from the Petition Date, the Lender is an allowed administrative
claim under 11 U.S.C. Section 507(b) with respect to all Adequate
Protection obligations, with the allowed amount to be determined
upon Order of the Court.
A copy of the motion is available at https://urlcurt.com/u?l=Ur7qfK
from PacerMonitor.com.
About Vivo Technologies, LLC
Vivo Technologies, LLC is a modern and holistic unified
communications and collaboration (UCC) solutions provider. Vivo has
evolved the process for designing, deploying, and supporting UCC
solutions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02964) on May 5, 2023.
In the petition signed by Spencer Jones, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Daniel P. Collins oversees the case.
M. Preston Gardner, Esq., at Davis Miles McGuire Gardner, PLLC,
represents the Debtor as legal counsel.
WASTEQUIP LLC: S&P Downgrades ICR to 'CCC', Outlook Developing
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Wastequip
LLC, a manufacturer of waste and recycling containment equipment,
to 'CCC' from 'CCC+. S&P also lowered its issue-level ratings on
its first-lien credit facilities to 'CCC', with a recovery rating
of '3' indicating its expectation for meaningful (50-70%; rounded
estimate: 50%) recovery in the event of a default. S&P also lowered
its issue-level ratings on its second-lien term loan to 'CC', with
a recovery rating of '6' indicating its expectation for negligible
(0-10%; rounded estimate: 0%) recovery in the event of a default.
S&P said, "The developing outlook reflects our view that the
company faces mounting refinancing risks, and that we could lower
our ratings if we believe the company may not successfully
refinance its capital structure or could encounter a liquidity
crunch. Alternatively, we could raise our ratings by one or more
notches if the company successfully addresses its near-term
maturities in a manner that we do not consider distressed."
Wastequip faces heightened refinancing risk from near-term debt
maturities. The company faces approaching maturities in its capital
structure, with its revolving credit facility (RCF) due Sept. 20,
2024, followed closely by its first-lien term loan due March 20,
2025. Although operating performance remains resilient, we believe
the refinancing risk remains heightened amid the prevailing high
interest rate environment and tight credit conditions.
Additionally, a narrowing window to maturities results in a smaller
cushion for potential underperformance during the next six months.
Consequently, the longer the company waits, the higher we view the
risk of not being able to complete a successful refinancing.
S&P said, "We expect continued solid operating performance over the
next 12 months, underpinned by stable demand and improving supply
chain conditions. We view the demand for Wastequip's
products--which are used to transport and store the steadily
growing waste-stream generated by households and businesses in the
U.S.--as relatively resilient. We expect continued stable demand
across Wastequip's three businesses (containers, trucks, and parts
& service) with its trucks business benefiting from continued
easing in supply chain challenges at OEMs and improving chassis
deliveries. Wastequip's key inputs include steel and resin, and we
expect input costs will remain steady over the near term under our
base-case forecast. However, we acknowledge the risk of a potential
surge in costs on operating performance and liquidity. Although
Wastequip has a successful track record of passing through higher
costs to its customers, a sudden increase in costs could lead to a
delay in customer spending, which could pressure operating
performance in the near term and hinder a potential refinancing.
"We continue to assess Wastequip's liquidity position as weak. The
company's first-lien term loan matures within the next 12 months,
and we therefore consider it a use of liquidity in our analysis. We
also expect the company will continue relying on its revolving
credit, receivables factoring, and reverse factoring facilities to
fund operating needs. The company's revolving credit facility,
which has a total borrowing capacity of $45 million, has remained
substantially drawn over the majority of 2023, and we expect it
will remain drawn over the next six months to maturity. Wastequip
also has access to lending facilities linked to its accounts
receivable and accounts payable, though we do not include them in
our quantitative assessment of liquidity because we do not view
them as committed sources of funding. Nevertheless, we estimate
these two facilities had effective incremental availability of
approximately $90 million as of Sept. 30, 2023, which we believe
can help fund operations following the maturity of the revolver,
assuming continued favorable business conditions.
"The developing outlook reflects our view that the company faces
mounting refinancing risks, and that we could lower our ratings if
we believe the company may not successfully refinance its capital
structure or could encounter a liquidity crunch. Alternatively, we
could raise our ratings by one or more notches if the company
successfully addresses its near-term maturities in a manner that we
do not consider distressed."
S&P could lower its ratings on Wastequip if:
-- S&P expects the company will not refinance its capital
structure in the coming quarters, leading to the first-lien term
loan coming due within six months;
-- Operating performance deteriorates leading to heightened
repayment risk on the revolving credit facility;
-- The company addresses the maturity of the revolving credit
facility in a manner that further strains liquidity; or
-- The company engages in a distressed exchange or restructuring
that involves lenders receiving less than the original promise.
S&P said, "We could raise our ratings by one or more notches if the
company refinances its capital structure and improves its liquidity
such that we no longer envision a specific default scenario within
the next 12 months.
"Governance factors are a moderately negative consideration in our
credit rating analysis of Wastequip LLC, as is the case for most
rated entities owned by private-equity sponsors. We believe the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns.
Environmental and social factors are an overall neutral
consideration. The company provides containment equipment and
solutions to the waste, recycling, and industrial sectors. We
expect the company's operating performance will generally remain
linked to capital spending from waste management companies."
WHEEL PROS: $1.18BB Bank Debt Trades at 22% Discount
----------------------------------------------------
Participations in a syndicated loan under which Wheel Pros Inc is a
borrower were trading in the secondary market around 78.2
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.18 billion Term loan facility is scheduled to mature on May
11, 2028. About $1.15 billion of the loan is withdrawn and
outstanding.
Wheel Pros, Inc. manufactures vehicle wheels. The Company
distributes wheels, tires, suspension, and accessories for
vehicles. Wheel Pros serves customers in the United States and
Canada.
WINDSOR HOTEL: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas, Tyler
Division, authorized Windsor Hotel Group, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 15% variance.
The Debtor requires the use of cash collateral to pay its direct
operating expenses.
Secured Lender may claim that substantially all of the Debtor's
assets are subject to the Prepetition Liens of the Secured Lender.
To the extent of any diminution in value in the PrePetition
Collateral of the Secured Lender, the Secured Lender is granted
valid, binding, enforceable, and perfected liens co-extensive with
the Secured Lender's pre-petition liens in all currently owned or
hereafter acquired property and assets of the Debtor.
The replacement liens granted are automatically perfected without
the need for filing of a UCC-1 financing statement with the
Secretary of State's Office or any other such act of perfection.
A copy of the order is available at https://urlcurt.com/u?l=HbfCAm
from PacerMonitor.com.
About Windsor Hotel Group, LLC
Windsor Hotel Group, LLC operates in the traveler accommodation
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60204) on April 2,
2024. In the petition signed by Badruddin Damani, CEO & managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Joshua P. Searcy oversees the case.
Joyce W. Lindauer, Esq., at JOYCE W. LINDEAUER ATTORNEY, PLLC,
represents the Debtor as legal counsel.
WINDTREE THERAPEUTICS: EisnerAmper Raises Going Concern Doubt
-------------------------------------------------------------
Windtree Therapeutics, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that its auditor expressed that there
is substantial doubt about the Company's ability to continue as a
going concern.
Philadelphia, Pennsylvania-based EisnerAmper LLP the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and expects to incur losses for
the foreseeable future, that raise substantial doubt about its
ability to continue as a going concern.
According to the Company, it has incurred net losses since
inception. Its net loss was $20.3 million and $39.2 million,
respectively, for the years ended December 31, 2023 and 2022.
Included in the Company's net loss for the year ended December 31,
2023 is a non-cash loss on impairment of goodwill of $3.1 million.
Included in the Company's net loss for the year ended December 31,
2022 are a non-cash loss on impairment of goodwill of $12.6
million, a non-cash loss on impairment of intangible assets related
to rostafuroxin of $6.8 million and a related $1.4 million deferred
income tax benefit. The Company expects to continue to incur
operating losses for at least the next several years. As of
December 31, 2023, the Company had an accumulated deficit of $844.8
million. The Company's future success is dependent on its ability
to fund and develop its product candidates, and ultimately upon its
ability to attain profitable operations. The Company has devoted
substantially all of its financial resources and efforts to
research and development and general and administrative expense to
support such research and development. Net losses and negative cash
flows have had, and will continue to have, an adverse effect on the
Company's stockholders' equity and working capital, and
accordingly, the Company's ability to execute its future operating
plans.
As of December 31, 2023, the Company had cash and cash equivalents
of $4.3 million and current liabilities of $4 million. On April 2,
2024, the Company entered into a Securities Purchase Agreement, or
the Purchase Agreement, with the buyers named therein, or the
Buyers. Pursuant to the Purchase Agreement, the Company agreed to
sell senior convertible notes, or the Notes, for $1.5 million of
gross proceeds. As a result, the Company believes that it has
sufficient resources available to fund its business operations
through April 2024. The Company does not have sufficient cash and
cash equivalents as of the date of this Annual Report on Form 10-K
to support its operations for at least the 12 months following the
date that the financial statements are issued. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
As of December 31, 2023, the Company had $32.4 million in total
assets, $29 million in total liabilities, and $3.4 million in total
shareholders' equity.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/2rrahxvc
About Windtree Therapeutics
Warrington, Pennsylvania-based Windtree Therapeutics, Inc. is a
biotechnology company focused on advancing early and late-stage
innovative therapies for critical conditions and diseases.
WISA TECHNOLOGIES: Strikes Fifth WiSA E Licensing Deal
------------------------------------------------------
WiSA Technologies, Inc. announced the signing of a WiSA E licensing
agreement with a top-three consumer electronics leader in their
category. By licensing WiSA E software and embedding WiSA E's
multichannel immersive audio functionality into their source
devices, the licensee will eliminate the costly burden of
additional hardware and will allow their end users to activate the
embedded audio functionality by purchasing speakers designed to
connect with the media device. Consumer-based activation of WiSA's
immersive audio opens a new avenue of revenue generation for the
company.
"This is a game changer in the industry," said Brett Moyer, CEO of
WiSA Technologies. "WiSA E will be used by a major CE manufacturer
to embed high-quality immersive audio functionality in their
devices – functionality that can be activated by the consumer in
their home. This is significant because this new model seeds the
market with WiSA E and gives the consumer the ability to upgrade
their home entertainment system at any time they choose. With this
model, WiSA has a built-in aftermarket revenue stream with each
activation of its software. This is exactly why WiSA Technologies
chose to convert its award-winning hardware into a software
model."
Under the terms of the agreement, the Company's licensing revenue
will include royalty payments on its transmitting (TX) software
tied to a user's activation of WiSA's embedded immersive audio
functionality. The activation model enables manufacturers to
cost-effectively build audio-rich features which can generate
aftermarket revenue from the sale of external speakers. Production
devices as a result of this agreement are expected in the market in
the second half of 2024.
WiSA E entails a full suite of audio features that define how audio
should be experienced across HDTVs, soundbars, projectors, mobile
devices, streaming media devices, and speakers. WiSA E is
implementable across major SoC providers, including Realtek,
Amlogic, Mediatek, and Novatek, enabling WiSA E functionality to be
built into existing hardware platforms.
About WiSA Technologies Inc.
WiSA Technologies, Inc. (NASDAQ: WISA) is a provider of immersive,
wireless sound technology for intelligent devices and
next-generation home entertainment systems. Working with leading
CE brands and manufacturers such as Harman International, a
division of Samsung; LG; Hisense; TCL; Bang & Olufsen; Platin
Audio; and others, the company delivers immersive wireless sound
experiences for high-definition content, including movies and
video, music, sports, gaming/esports, and more. WiSA Technologies,
Inc. is a founding member of WiSA (the Wireless Speaker and Audio
Association) whose mission is to define wireless audio
interoperability standards as well as work with leading consumer
electronics companies, technology providers, retailers, and
ecosystem partners to evangelize and market spatial audio
technologies driven by WiSA Technologies, Inc. The company is
headquartered in Beaverton, OR with sales teams in Taiwan, China,
Japan, Korea, and California.
San Jose, California-based BPM LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company's recurring losses from
operations, a net capital deficiency, available cash and cash used
in operations raise substantial doubt about its ability to continue
as a going concern.
WISCONSIN & MILWAUKEE HOTEL: Court OKs Cash Access Thru April 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
authorized Wisconsin & Milwaukee Hotel LLC to use cash collateral
on an interim basis, in accordance with the budget, through April
30, 2024.
Computershare Trust Company, N.A. asserts an interest in the
Debtor's cash collateral.
In order to protect the asserted security interests in cash
collateral and other collateral held by Lender, as assignee of the
Wisconsin Housing and Economic Development Authority that existed
on or after the date of the filing of the Chapter 11 case, the
Lender is granted first position security interests, mortgages and
liens in and upon all property of the type described in the
Debtor's loan documents with WHEDA / Lender that is acquired by the
Debtor on and after the Petition Date. No security interest,
mortgage, or lien granted or arising on or after the Petition Date
will be senior to or pari passu with the Replacement Liens.
The Replacement Liens will be deemed valid, binding, enforceable,
and properly perfected upon entry of the Order without the
execution or filing of any document otherwise required to be
executed and/or filed, or the taking of any action otherwise
required, under applicable non-bankruptcy law.
The Lender is granted an allowed superpriority administrative
expense claim in an amount not less than any diminution in the
value of the Lender's collateral, which Superpriority Claim will
have priority over any and all other administrative expenses,
whether heretofore or hereafter incurred.
As additional adequate protection for the Lender’s asserted
security interests during the Interim Period, the Debtor will make
a payment to the Lender on or before May 9, 2024, which is equal to
25% of the "cash available for administrative expenses," as
indicated in the budget, after accounting for bankruptcy
professional fees for the Interim Period, in accordance with the
Budget.
The Superpriority Claim will be subject to the payment of (a) the
allowed fees and expenses of counsel for the Debtor pursuant to 11
U.S.C. sections 330 or 331, as and when allowed on an interim or
final basis pursuant to 11 U.S.C. section 330 and (b) fees payable
to the United States Trustee pursuant to 29 U.S.C. section
1930(a)(6).
A final hearing on the matter is set for April 29, 2024 at 3:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=QHngPG
from PacerMonitor.com.
About Wisconsin & Milwaukee Hotel LLC
Wisconsin & Milwaukee Hotel LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-21743)
on April 9, 2024. In the petition signed by Mark Flaherty, as
manager, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Michael P. Richman, Esq., at RICHMAN & RICHMAN LLC, represents the
Debtor as legal counsel.
WOOF HOLDINGS: $235MM Bank Debt Trades at 48% Discount
------------------------------------------------------
Participations in a syndicated loan under which Woof Holdings Inc
is a borrower were trading in the secondary market around 52.5
cents-on-the-dollar during the week ended Friday, April 19, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $235 million Term loan facility is scheduled to mature on
December 21, 2028. The amount is fully drawn and outstanding.
Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc.,
through its acquisition of The Wellness Pet Food Holdings Company,
Inc., is a manufacturer of premium pet food and treats, mainly in
North America.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
99 ACQUISITION G NNAGU US 77.8 (2.5) 0.1
ACHIEVE LIFE SCI ACHV US 19.4 (1.4) (3.8)
AEMETIS INC AMTX US 243.4 (217.0) (48.0)
AEON BIOPHARMA I AEON US 6.8 (153.0) (6.8)
AGENUS INC AGEN US 313.9 (148.4) (143.5)
AIRSHIP AI HOLDI AISP US 7.0 (16.6) (6.2)
ALCHEMY INVESTME ALCYU US 121.2 (5.4) (0.3)
ALCHEMY INVESTME ALCY US 121.2 (5.4) (0.3)
ALNYLAM PHARMACE ALNY US 3,829.9 (220.6) 2,014.9
ALTRIA GROUP INC MO US 38,570.0 (3,490.0) (5,734.0)
AMC ENTERTAINMEN AMC US 9,009.2 (1,847.9) (429.3)
AMERICAN AIRLINE AAL US 63,058.0 (5,202.0) (8,490.0)
ANNOVIS BIO ANVS US 10.2 (7.8) 5.9
AON PLC-CLASS A AON US 33,959.0 (742.0) 53.0
APPLIED THERAPEU APLT US 54.8 (17.1) (16.8)
AQUESTIVE THERAP AQST US 57.4 (106.5) 22.7
AULT DISRUPTIVE ADRT/U US 2.5 (3.0) (1.8)
AUTOZONE INC AZO US 16,717.7 (4,837.3) (1,615.6)
AVIS BUDGET GROU CAR US 32,569.0 (343.0) (520.0)
BATH & BODY WORK BBWI US 5,463.0 (1,626.0) 826.0
BAUSCH HEALTH CO BHC US 27,350.0 (82.0) 1,294.0
BAUSCH HEALTH CO BHC CN 27,350.0 (82.0) 1,294.0
BELLRING BRANDS BRBR US 715.5 (286.9) 302.3
BEYOND MEAT INC BYND US 774.4 (513.4) 298.5
BIOCRYST PHARM BCRX US 517.0 (455.5) 346.0
BIOTE CORP-A BTMD US 155.3 (36.5) 100.1
BOEING CO/THE BA US 137,012 (17,228.0) 13,448.0
BOMBARDIER INC-A BBD/A CN 12,458.0 (2,404.0) (4.0)
BOMBARDIER INC-A BDRAF US 12,458.0 (2,404.0) (4.0)
BOMBARDIER INC-B BBD/B CN 12,458.0 (2,404.0) (4.0)
BOMBARDIER INC-B BDRBF US 12,458.0 (2,404.0) (4.0)
BOOKING HOLDINGS BKNG US 24,342.0 (2,744.0) 3,704.0
BRIDGEBIO PHARMA BBIO US 546.4 (1,342.5) 333.7
BRIDGEMARQ REAL BRE CN 64.9 (57.1) 7.1
BRINKER INTL EAT US 2,510.7 (109.5) (378.7)
CALUMET SPECIALT CLMT US 2,751.3 (244.7) (318.0)
CARDINAL HEALTH CAH US 46,573.0 (3,447.0) (628.0)
CARTESIAN THERAP RNAC US 305.0 (139.6) 22.5
CARVANA CO CVNA US 7,071.0 (384.0) 1,785.0
CEDAR FAIR LP FUN US 2,240.5 (583.0) (193.9)
CHENIERE ENERGY CQP US 18,102.0 (784.0) 15.0
CINEPLEX INC CGX CN 2,271.5 (39.4) (219.5)
CINEPLEX INC CPXGF US 2,271.5 (39.4) (219.5)
COMPOSECURE IN-A CMPO US 201.0 (205.8) 98.5
CONDUIT PHARMACE CDT US 7.2 (0.5) 3.9
CONSENSUS CLOUD CCSI US 647.3 (176.1) 53.9
CONX CORP CONXU US 22.0 (18.1) (4.0)
CONX CORP-A SHRS CONX US 22.0 (18.1) (4.0)
COOPER-STANDARD CPS US 1,872.3 (89.7) 247.3
CORBUS PHARMACEU CRBP US 28.3 (6.9) (8.3)
CORE SCIENTIFIC CORZ US 712.2 (596.9) (391.4)
CORNER GROWTH AC COOLU US 4.7 (8.0) (4.3)
CORNER GROWTH AC COOL US 4.7 (8.0) (4.3)
CPI CARD GROUP I PMTS US 293.7 (51.9) 115.9
CYTOKINETICS INC CYTK US 824.3 (386.3) 525.4
DELEK LOGISTICS DKL US 1,642.2 (161.9) (14.3)
DELL TECHN-C DELL US 82,089.0 (2,309.0) (12,547.0)
DENNY'S CORP DENN US 464.8 (62.7) (59.3)
DIGITALOCEAN HOL DOCN US 1,461.0 (313.7) 310.3
DINE BRANDS GLOB DIN US 1,740.3 (251.0) (102.7)
DOMINO'S PIZZA DPZ US 1,674.9 (4,070.4) 269.9
DOMO INC- CL B DOMO US 225.7 (153.5) (84.1)
DROPBOX INC-A DBX US 2,983.5 (165.8) 315.1
EMBECTA CORP EMBC US 1,217.8 (793.5) 392.9
ETSY INC ETSY US 2,685.4 (543.7) 859.7
EVOLUS INC EOLS US 189.0 (20.7) 64.1
FAIR ISAAC CORP FICO US 1,593.5 (725.8) 132.2
FAT BRANDS-CL A FAT US 1,388.2 (255.9) (155.6)
FAT BRANDS I-CLB FATBB US 1,388.2 (255.9) (155.6)
FENNEC PHARMACEU FRX CN 26.9 (11.6) 19.3
FENNEC PHARMACEU FENC US 26.9 (11.6) 19.3
FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7
FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7
FG ACQUISITION-A FGAA/U CN 3.3 (16.9) (5.5)
FOGHORN THERAPEU FHTX US 285.9 (77.2) 181.7
FORTINET INC FTNT US 7,258.9 (463.4) 709.3
GALECTIN THERAPE GALT US 28.2 (60.2) 12.0
GCM GROSVENOR-A GCMG US 504.9 (111.2) 110.3
GOAL ACQUISITION PUCKU US 3.3 (9.2) (12.1)
GRINDR INC GRND US 444.6 (18.3) 11.1
GROUPON INC GRPN US 571.0 (40.3) (113.6)
H&R BLOCK INC HRB US 2,776.3 (772.7) 153.3
HERBALIFE LTD HLF US 2,809.4 (1,060.3) 121.7
HILTON WORLDWIDE HLT US 15,401.0 (2,347.0) (1,108.0)
HP INC HPQ US 35,846.0 (1,640.0) (6,999.0)
IMMUNITYBIO INC IBRX US 504.5 (585.9) 235.8
INSMED INC INSM US 1,329.8 (331.9) 703.4
INSPIRED ENTERTA INSE US 340.9 (78.0) 51.8
INTUITIVE MACHIN LUNR US 85.9 (53.4) (51.8)
IRONWOOD PHARMAC IRWD US 471.1 (346.3) (42.8)
JACK IN THE BOX JACK US 2,887.3 (708.2) (238.0)
LESLIE'S INC LESL US 998.5 (198.6) 187.5
LINDBLAD EXPEDIT LIND US 831.3 (113.8) (74.7)
LOWE'S COS INC LOW US 41,795.0 (15,050.0) 3,503.0
MADISON SQUARE G MSGE US 1,420.3 (102.0) (287.8)
MADISON SQUARE G MSGS US 1,368.4 (339.2) (344.8)
MANNKIND CORP MNKD US 475.2 (246.2) 269.3
MARBLEGATE ACQ-A GATE US 6.9 (14.7) (0.3)
MARBLEGATE ACQUI GATEU US 6.9 (14.7) (0.3)
MARRIOTT INTL-A MAR US 25,674.0 (682.0) (4,451.0)
MATCH GROUP INC MTCH US 4,507.9 (19.1) 739.5
MBIA INC MBI US 2,606.0 (1,647.0) -
MCDONALDS CORP MCD US 56,146.8 (4,706.7) 1,127.4
MCKESSON CORP MCK US 66,512.0 (1,682.0) (4,021.0)
MEDIAALPHA INC-A MAX US 153.9 (94.4) (5.1)
METTLER-TOLEDO MTD US 3,355.6 (149.9) 49.1
MSCI INC MSCI US 5,518.2 (739.8) (98.9)
NATHANS FAMOUS NATH US 42.9 (35.0) 21.1
NEW ENG RLTY-LP NEN US 385.7 (65.4) -
NIOCORP DEVELOPM NB CN 24.1 (5.6) (14.0)
NOVAGOLD RES NG CN 126.9 (16.1) 118.1
NOVAGOLD RES NG US 126.9 (16.1) 118.1
NOVAVAX INC NVAX US 1,797.5 (716.9) (491.2)
NUTANIX INC - A NTNX US 2,729.5 (611.7) 917.6
O'REILLY AUTOMOT ORLY US 13,873.0 (1,739.3) (2,103.1)
OMEROS CORP OMER US 378.3 (25.0) 164.6
ORGANON & CO OGN US 12,058.0 (70.0) 1,590.0
OTIS WORLDWI OTIS US 10,117.0 (4,720.0) (79.0)
OUTLOOK THERAPEU OTLK US 21.7 (24.3) (25.6)
PAPA JOHN'S INTL PZZA US 875.0 (442.8) (73.6)
PELOTON INTERA-A PTON US 2,569.4 (499.3) 733.1
PHATHOM PHARMACE PHAT US 413.8 (72.8) 358.7
PHILIP MORRIS IN PM US 65,304.0 (9,446.0) (6,628.0)
PITNEY BOWES INC PBI US 4,272.2 (368.6) (38.5)
PLANET FITNESS-A PLNT US 2,969.7 (119.0) 220.5
PORCH GROUP INC PRCH US 899.4 (35.7) 18.9
PROS HOLDINGS IN PRO US 421.8 (77.9) 37.3
PTC THERAPEUTICS PTCT US 1,895.7 (818.6) 615.5
RAPID7 INC RPD US 1,505.3 (118.2) 64.7
RDE INC RSTN US 1.8 (3.2) (4.0)
RE/MAX HOLDINGS RMAX US 577.2 (76.1) 27.2
REALREAL INC/THE REAL US 446.9 (303.3) 47.1
REVANCE THERAPEU RVNC US 478.5 (151.6) 249.6
RH RH US 4,143.9 (297.4) 229.0
RINGCENTRAL IN-A RNG US 1,944.9 (303.1) 216.1
RMG ACQUISITION RMGCU US 7.0 (11.0) (7.5)
RMG ACQUISITION RMGC US 7.0 (11.0) (7.5)
SBA COMM CORP SBAC US 10,178.4 (5,135.8) (879.0)
SCOTTS MIRACLE SMG US 3,716.1 (385.4) 917.3
SEAGATE TECHNOLO STX US 7,149.0 (1,814.0) 99.0
SEMTECH CORP SMTC US 1,373.7 (307.2) 317.0
SIRIUS XM HOLDIN SIRI US 10,374.0 (2,565.0) (1,955.0)
SIX FLAGS ENTERT SIX US 2,711.5 (377.0) (334.8)
SKYE BIOSCIENCE SKYE US 11.9 (2.1) (2.3)
SLEEP NUMBER COR SNBR US 950.9 (441.9) (729.9)
SOLARMAX TECHNOL SMXT US 97.1 (5.2) (25.2)
SONIDA SENIOR LI SNDA US 621.5 (66.5) (68.5)
SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0)
SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0)
SPIRIT AEROSYS-A SPR US 6,950.1 (495.9) 1,553.5
SQUARESPACE IN-A SQSP US 921.8 (260.4) (175.6)
STARBUCKS CORP SBUX US 29,179.7 (8,608.9) (2,826.1)
SYMBOTIC INC SYM US 1,324.3 171.9 161.2
SYNDAX PHARMACEU SNDX US 612.9 (348.2) 522.8
TELOMIR PHARMACE TELO US 5.3 2.2 (2.9)
TORRID HOLDINGS CURV US 476.9 (211.7) (53.0)
TRANSAT A.T. TRZ CN 2,786.1 (840.2) (209.0)
TRANSDIGM GROUP TDG US 20,685.0 (3,506.0) 5,578.0
TRAVEL + LEISURE TNL US 6,738.0 (917.0) 679.0
TRISALUS LIFE SC TLSI US 25.7 (25.9) 6.2
TRIUMPH GROUP TGI US 1,676.6 (670.3) 579.8
TRULEUM INC TRLM US 2.0 (2.7) (3.3)
UBIQUITI INC UI US 1,334.9 (15.7) 817.9
UNISYS CORP UIS US 1,965.4 (138.4) 320.1
UNITED HOMES GRO UHG US 298.6 (31.2) 195.9
UNITED PARKS & R PRKS US 2,625.0 (208.2) (20.7)
UNITI GROUP INC UNIT US 5,025.1 (2,484.1) -
UROGEN PHARMA LT URGN US 178.3 (65.2) 138.0
VECTOR GROUP LTD VGR US 934.1 (741.8) 364.7
VERISIGN INC VRSN US 1,749.0 (1,581.0) (200.2)
VTV THERAPEUTI-A VTVT US 11.0 (18.5) 0.0
WAYFAIR INC- A W US 3,474.0 (2,707.0) (328.0)
WINGSTOP INC WING US 377.8 (457.4) 73.3
WINMARK CORP WINA US 38.3 (52.6) 11.9
WORKIVA INC WK US 1,218.9 (89.4) 524.4
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WYNN RESORTS LTD WYNN US 13,996.2 (1,100.9) 2,041.2
XPONENTIAL FIT-A XPOF US 528.7 (88.1) 4.9
YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0)
YUM! BRANDS INC YUM US 6,231.0 (7,858.0) 332.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***