/raid1/www/Hosts/bankrupt/TCR_Public/240507.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, May 7, 2024, Vol. 28, No. 127
Headlines
1174 MAZEL: Seeks to Hire NC Caller PC as Special Counsel
11824 OCEAN PARK: Court OKs Deal on Cash Collateral Access
12 CONEJO: Voluntary Chapter 11 Case Summary
1675 INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
180 SANBORN: Voluntary Chapter 11 Case Summary
190 CALLE PRIMERA: Voluntary Chapter 11 Case Summary
511 ALABAMA: Wins Interim Cash Collateral Access
A.R.D. MARKETING: Court OKs Interim Cash Collateral Access
ACORDA THERAPEUTICS: Taps Ernst & Young as Audit Services Provider
ACORDA THERAPEUTICS: Zach Fairlie Represents Shareholders
AETHON UNITED: Moody's Affirms 'B2' CFR, Outlook Remains Stable
AMBRI INC: Case Summary & 30 Largest Unsecured Creditors
ANTAMEX INDUSTRIES: Chapter 15 Case Summary
APEX ACCOUNTING: Voluntary Chapter 11 Case Summary
APPGATE INC: Case Summary & 30 Largest Unsecured Creditors
ARNOLD BROTHERS: Seeks Cash Collateral Access
ASPIRA WOMEN'S: General Counsel Minh Merchant Tenders Resignation
ASPIRA WOMEN'S: May Sell $100 Million Worth of Securities
BEN'S CREEK: Seeks Cash Collateral Access Thru May 8
BIORAMO LLC: Voluntary Chapter 11 Case Summary
BLUM HOLDINGS: Hires Matsuura to Replace Marcum LLP as Auditor
BOMBARDIER INC: Moody's Raises CFR & Senior Unsecured Notes to B1
BUILD BAYTOWN: Voluntary Chapter 11 Case Summary
CAMARILLO HHCA: Seeks Cash Collateral Access
CBC SUBCO: Seeks Continued Cash Collateral Access
CHAMPION DEVELOPMENT: Voluntary Chapter 11 Case Summary
CHRISTIAN'S PLACE: Wins Cash Collateral Access on Final Basis
CONVERGEONE HOLDINGS: Proskauer & Gray Revise Rule 2019 Statement
COVALENT FACILITY: Voluntary Chapter 11 Case Summary
DENT TECH: Unsecureds to Get 50.45% Dividend in 24 Months
E-STONE USA: Files Amendment to Disclosure Statement
ECI PHARMACEUTICALS: Voluntary Chapter 11 Case Summary
ELECTRIQ POWER: Files for Chapter 7 Bankruptcy Protection
ELEVENONE INC: Case Summary & Four Unsecured Creditors
EXPRESS INC: Court OKS $224MM DIP Loan From Wells Fargo and ReStore
FIRST QUALITY: Court OKs Cash Collateral Access
FREEDOM PLUMBERS: Court OKs Cash Collateral Access Thru July 27
FUSE GROUP: Amends LOI to Extend Closing Deadline to May 31
GRANT THORNTON: S&P Assigns 'B' ICR, Outlook Stable
GRS RESTAURANT: Has Deal on Cash Collateral Access
HAMILTON PROJECTS: Moody's Ups Rating on Secured Loans to Ba3
HEALTH ALLIANCE: A.M. Best Affirms B(Fair) FS Rating
HIGHLAND GROUP: Hires Forchelli Deegan as Bankruptcy Counsel
HOLLYWOOD LOFTS: Court OKs Cash Collateral Access Thru May 17
HOTOPP PROPERTIES: Seeks Cash Collateral Access
HUNTERWOOD TECHNOLOGIES: Chapter 15 Case Summary
ICON AIRCRAFT: Paul Weiss & Landis Rath File Rule 2019 Statement
IKE'S AIR: Seeks to Hire H. Anthony Hervol as Legal Counsel
IMMANUEL SOBRIETY: Seeks to Hire Hahn Fife & Co. as Accountant
INDUSTRIAL SCREW: Court OKs Deal on Cash Collateral Access
INSTA MOBILITY: Wins Interim Cash Collateral Access
INTELSAT S.A.: S&P Places 'B+' ICR on CreditWatch Positive
J FRANKLIN: Court OKs Interim Cash Collateral Access
J. CABELLAS: Court OKs Interim Cash Collateral Access
JCS HOSPITALITY: Wins Interim Cash Collateral Access
JD MOTORSPORTS: Court OKs Cash Collateral Access on Final Basis
JDL HVAC SERVICES: Wins Interim Cash Collateral Access
JNJ HOME: Court OKs Cash Collateral Access Thru June 14
JOANN INC: Emerges from Ch. 11 with $153-Mil. Exit Financing
KIDWELL GROUP: Files Emergency Bid to Use Cash Collateral
KNOTTY NUFF: Court OKs Deal on Cash Collateral Access
KOSMOS ENERGY: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
KOZUBA & SONS: Court OKs Interim Cash Collateral Access
KRAFTEX FLOOR: Wins Cash Collateral Access
L.O.F. INC: Court OKs Cash Collateral Access
LAZARUS HOLDING: Case Summary & One Unsecured Creditor
LI-CYCLE HOLDINGS: To Restate Financials After Adopting US GAAP
LIFT AIRCRAFT: IndigoSpire CPA Group Raises Going Concern Doubt
LYONS COMPANIES: Wins Cash Collateral Access on Final Basis
MASHINDUSTRIES INC: Wins Interim Cash Collateral Access
MED-X INC: BF Borgers Raises Going Concern Doubt
METROPOLITAN THEATRES: Court OKs Cash Access on Final Basis
MJW MARKETING: Case Summary & 20 Largest Unsecured Creditors
MOXY RESTAURANT: Court OKs Interim Cash Collateral Access
MV REALTY: Wins Cash Collateral Access Thru June 30
NESV ICE: Bid to Use Cash Collateral Denied as Moot
NICA REPAIRS: Wins Cash Collateral Access on Final Basis
NIXPLAY INC: BF Borgers Raises Going Concern Doubt
NORTHERN MARIANA CPA: Fitch Affirms BB on 1998A/2005A SeaPort Bonds
NUMBER HOLDINGS: Weil & Potter Anderson Advise Secured Noteholders
NUOVO CIAO-DI: Hilco Sets May 17 Bid Deadline for Two Condos
NUSTAR ENERGY: S&P Raises ICR to 'BB+' on Acquisition by Sunoco
OLD SCHOOL: Seeks Cash Collateral, $200,000 DIP Loan
ONE MORE RECOVERY: Hires DeMarco Mitchell PLLC as Legal Counsel
OVIEDO-CLERMONT ROOFING: Files Emergency Bid to Use Cash Collateral
OWEN CONTINENTAL: Case Summary & Five Unsecured Creditors
PARKE OPCO: Wins Cash Collateral Access
PETER RINALDI: Wins Cash Collateral Access Thru July 19
PINK BASKET: Files Emergency Bid to Use Cash Collateral
PIZZA PALS: Seeks Cash Collateral Access
PLAYPOWER INC: Moody's Alters Outlook on 'Caa1' CFR to Positive
PORTERFIELD-SCHEID: Voluntary Chapter 11 Case Summary
PREMIER DENTAL: Moody's Cuts CFR to Caa2 & Alters Outlook to Neg.
PROFESSIONAL PROCESS: Wins Cash Access Thru July 31
PUBLIC CRAFT: Seeks to Use Cash Collateral
RATH RACING: Wins Cash Collateral Access Thru Aug 31
RAYONIER ADVANCED: To Suspend Temiscaming Plant Operations
REDDI RENTS: Seeks to Hire Bach Law Offices as Legal Counsel
REGAL SAND: Files Emergency Bid to Use Cash Collateral
RETURN 2 EXCELLENCE: Seeks Cash Collateral Access
RIVERDALE FINANCE: Fitch Hikes IDR to 'B-', Outlook Stable
RLI SOLUTIONS: Hilco Sets June 6 Bid Deadline for Industrial Sites
RYDERS PUBLIC: Seeks Cash Collateral Access
SABROSA CAFE: Bid to Use Cash Collateral Denied
SCO ENTERPRISES: Court OKs Interim Cash Collateral Access
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Neg.
SEATON INVESTMENTS: Hires Weintraub Zolkin Talerico as Counsel
SHILO INN BEND: Wins Cash Collateral Access Thru June 30
SHILO INN IDAHO FALLS: Wins Cash Access Thru June 30
SHILO INN OCEAN SHORES: Wins Cash Access Thru June 30
SKILLS ACADEMY: Seeks Cash Collateral Access
SKILLZ INC: Moody's Affirms 'Caa2' CFR & Alters Outlook to Stable
SMITH MICRO: Conducting Goodwill Impairment Test
ST. IVES RV: Wins Cash Collateral Access on Final Basis
STEWARD HEALTH: Case Summary & 30 Largest Unsecured Creditors
STONEYBROOK FAMILY: Wins Cash Collateral Access Thru May 29
STORYFILE INC: Voluntary Chapter 11 Case Summary
STREAMLINE HEALTH: Appoints Bryant Reeves III as Permanent CFO
STREAMLINE HEALTH: Incurs $1.4 Million Net Loss in Fourth Quarter
STREAMLINE HEALTH: Incurs $18.7M Net Loss in Fiscal Year 2023
SUNOCO LP: S&P Raises ICR to 'BB+' on Close of NuStar Acquisition
TIJUANA FLATS: Wins Interim Cash Collateral Access
TREE HOUSE: Lender Seeks to Prohibit Cash Collateral Access
TREMONT CHICAGO: Files Emergency Bid to Use Cash Collateral
TRIUMPH GROUP: Adds Courtney Mather to Slate of Director Nominees
TROJAN EV: Files Emergency Bid to Use Cash Collateral
TURKEY LEG HUT: Wins Cash Collateral Access
TURNING POINTS: Seeks Cash Collateral Access
TYSONS JEWELRY: Court OKs Cash Collateral Access Thru June 30
VASO LOGISTICS: Wins Cash Collateral Access Thru May 21
VFH PARENT: Moody's Puts 'Ba2' CFR on Review for Downgrade
WESTERN DIGITAL: Fitch Keeps 'BB+' LongTerm IDR on Watch Negative
WEWORK INC: Seeks $450 Million DIP Loan From Acquiom
WIRELESS ELECTRICAL: Artesian CPA Raises Going Concern Doubt
WISA TECHNOLOGIES: Closes $2.4 Million Registered Direct Offering
WOMEN'S HEALTH: Court OKs Interim Cash Collateral Access
WW INTERNATIONAL: Incurs $347.9 Million Net Loss in First Quarter
XCELERATE INC: BF Borgers Raises Going Concern Doubt
XY LABS: PKF San Diego Raises Going Concern Doubt
YWFM LLC: Wins Interim Cash Collateral Access
ZIP MAILING: Wins Continued Cash Collateral Access Thru July 6
[^] Large Companies with Insolvent Balance Sheet
*********
1174 MAZEL: Seeks to Hire NC Caller PC as Special Counsel
---------------------------------------------------------
1174 Mazel LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire NC Caller, PC as its
special counsel.
The firm's services include:
a. converting the three-family house located at 1174 Mazel,
41st Street, Brooklyn, NY 11218 into three separate condos;
b. providing advice to the Debtor with respect to its powers
and duties for getting condo conversion approved;
c. negotiating and taking the necessary legal steps to get
condo conversion approved on behalf of the Debtor;
d. appearing before the various authorities to work out a plan
to get the condo conversion approved;
e. preparing on the Debtor's behalf necessary applications and
documents for condo conversion;
f. performing all other legal services for the Debtor that may
be necessary for condo conversion approval.
NC Caller will charge a flat rate of $5000 at the start of the work
and an additional sum of approximately $10,000 after sale of the
property and completion of Chapter 11 case.
As disclosed in the court filings, NC Caller, PC is a
"disinterested person" as that term is defined by the Bankruptcy
Code.
The firm can be reached through:
Nachman C. Caller, Esq.
NC Caller, PC
4309 13th Ave
Brooklyn, NY 11219
Phone: (718) 438-2525
About 1174 Mazel LLC
1174 Mazel LLC sought protection for relief under Chapter 7 of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-40790) on March 8,
2024. On Oct. 12, 2023, the Court converted Debtor's Chapter 7 case
into a Chapter 11 case. At the time of filing, the Debtor estimated
$1,000,001-$10 million in both assets and liabilities. The petition
was signed by Nuchem Aber as member.
Nnenna Okike Onua, Esq. at Mckinley Onua & Associates, PLLC
represents the Debtor as counsel.
11824 OCEAN PARK: Court OKs Deal on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized 11824 Ocean Park Partners LLC to
use cash collateral, on an interim basis in accordance with its
agreement with Calcap Income Fund I, LLC.
As previously reported by the Troubled Company Reporter, CALCAP
asserts that it holds liens against property of the Debtor's
estate.
On July 23, 2021, CALCAP's predecessor and Debtor entered into the
Loan and Security Agreement. Pursuant to the Loan Agreement,
CALCAP's predecessor agreed to extend credit to Debtor upon terms
and conditions contained in the Loan Agreement. CALCAP's
predecessor extended a construction loan to Debtor in the maximum
principal amount of $4.350 million, which is evidenced by the
Secured Note dated July 23, 2021.
To secure the obligations owed to CALCAP under the Note and Loan
Agreement, the Debtor executed the Deed of Trust, Assignment of
Leases and Rents, Fixture Filing and Security Agreement, which
encumbers the real property commonly known as 11824 Ocean Park
Blvd, Los Angeles, California 90064 with a first-priority lien.
Pursuant to the Loan Agreement and Deed of Trust, the Debtor also
pledged all of the personal property of the Debtor associated with
the Property and its construction. The Deed of Trust was recorded
on July 29, 2021 as Instrument No. 20211166936 in the Official
Records of Los Angeles County.
As adequate protection, CALCAP will be granted a perfected and
enforceable replacement lien in all of the Debtor's post-petition
assets, cash collateral and DIP Accounts now owned or hereafter
acquired by the Debtor. The replacement lien granted to CALCAP will
secure replacement to CALCAP of the actual amount of cash
collateral utilized by Debtor in the period subsequent to the
Petition Date. The replacement lien will be of the same validity,
order of priority, nature and extent as any duly perfected and
unavoidable pre-petition liens described in the recitals above held
by CALCAP as of the Petition Date.
As adequate protection to CALCAP for the use of its cash collateral
during the interim period covered by the Stipulation, the Debtor
agreed to pay CALCAP the adequate protection payments set forth in
the Budget on the first day each month. If the Bankruptcy Court
later determines that the adequate protection payments provided by
the Debtor under the Budget and the Stipulation do not adequately
protect CALCAP for the use of its cash collateral, CALCAP will be
granted an administrative claim under 11 U.S.C. Section 507(b) to
the extent of any shortfall in adequate protection payments as
determined by the Bankruptcy Court.
The Debtor's rights to use cash collateral will terminate upon the
occurrence of any of the following events:
a. The Court's determination that the Debtor committed an event of
Default that was not timely cured;
b. Entry of an order (i) granting any creditor other than CALCAP
relief from the automatic stay to exercise any rights which may
impair CALCAP's collateral under any of the Loan Documents, (ii)
converting the case to Chapter 7, (iii) dismissing the case, or
(iv) appointing a trustee; and
c. The Debtor's failure to maintain insurance as required above.
The court said a further hearing on the matter is set for June 27,
2024 at 11:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=JU65hs
from PacerMonitor.com.
About 11824 Ocean Park Partners, LLC
11824 Ocean Park Partners LLC in Los Angeles, CA, filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case
No. 23-16465) on October 3, 2023, listing as much as $1 million to
$10 million in both assets and liabilities. Ronald L. Meer as
president of Bear Capital Partners, Inc., the Managing Member of
Ocean Park Manager, LLC, the Managing Member of the Debtor, signed
the petition.
Judge Deborah J. Saltzman oversees the case.
RHM LAW, LLP serve as the Debtor's legal counsel.
12 CONEJO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 12 Conejo LP
12 Conejo Boulevard
Thousand Oaks CA 91360
Business Description: 12 Conejo LP is a lessor of residential
buildings and dwellings.
Chapter 11 Petition Date: April 29, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-50626
Debtor's Counsel: Jonathan Shenson, Esq.
GREENBERG GLUSKER LLP
2049 Century Park East, Suite 2600
Los Angeles CA 90067
Tel: 310-553-3610
Email: jshenson@ggfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Andrew Meyers Abdul-Wahab as authorized
signatory.
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/MHOCF6A/12_Conejo_LP__canbke-24-50626__0001.0.pdf?mcid=tGE4TAMA
1675 INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 1675 Industrial Park LP
1675 Industrial Park Avenue
Redlands CA 92373
Business Description: 1675 Industrial is a lessors of residential
buildings and dwellings.
Chapter 11 Petition Date: April 29, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-50623
Debtor's Counsel: Jonathan Shenson, Esq.
GREENBERG GLUSKER LLP
2049 Century Park East, Suite 2600
Los Angeles, CA 90067
Tel: 310-553-3610
E-mail: jshenson@ggfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Andrew Meyers Abdul-Wahab as authorized
signatory.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OJWNRNY/1675_Industrial_Park_LP__canbke-24-50623__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Northstar Development and Cons Construction Costs $1,955,129
855 S. Milliken Ave., Suite A
Ontario, CA 91761
2. Wood World Customs Design Construction Costs $627,158
11090 Rose Ave.,
Fontana, CA 92337
3. B&A Fire Protection, Inc. Construction Costs $371,500
7758 Gloria Ave.
Van Nuys, CA 91406
4. BCM Construction Construction Costs $362,834
9110 Bermudez St.
Pico Rivera, CA 90660
5. Telnet Solutions Inc Construction Costs $303,114
5817 McGaw Ave.
Irvine, CA 92614
6. Carpet USA, Ltd Construction Costs $243,000
9310 S. La Cienega Blvd.
Inglewood, CA 90301
7. Bold Steel Inc. Construction Costs $227,895
12350 Montague St., Unit D
Pacoima, CA 91331
8. Tarkett USA Inc Construction Costs, $109,103
1735 Cleveland Hwy. Flooring
Dalton, GA 30721
9. Master Guard Security Site Security $101,264
26565 W. Agoura Rd., Suite 200 Services
Calabasas, CA 91302
10. Southern California Edison Utilities $101,233
PO Box 300
Rosemead, CA 91772-0002
11. Pottery Barn Furniture $89,306
10000 Covington Cross Dr.
Las Vegas, NV 89144
12. Advanced Alarm &Fire Inc. Utilities $86,530
8724 Millergrove Dr.
Santa Fe Springs, CA 90670
13. Summit Fire Protection Inc. Construction Costs $77,920
520 Texas St.
Redlands, CA 92374
14. Bardovi Architects Achitecture and $71,340
4766 Park Granada Engineering
Calabasas, CA 91302
15. City Of Redlands Utilities Utilities $56,939
PO Box 6903
Redlands, CA 92375-0903
16. West Elm Construction Costs $56,442
10000 Covington Cross Dr.
Las Vegas, NV 89144
17. Kimley-Horn and Associates Inc Architecture and $50,869
PO Box 847385 Engineering
Los Angeles, CA 90084-7385
18. Butler Human Services Furn Construction Costs $49,065
PO Box 638540
Cincinnati, OH 45263-8540
19. County of San Bernardino, Property Taxes $45,436
(v0000467)
268 W. Hospitality Ln., First Floor
San Bernardino, CA 92408
20. ICC Networking Construction Costs $34,829
180 SANBORN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 180 Sanborn LP
180 South Sanborn Road
Salinas CA 93905
Business Description: 180 Sanborn LP is a lessor of residential
buildings and dwellings.
Chapter 11 Petition Date: April 29, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-50622
Debtor's Counsel: Jonathan Shenson, Esq.
GREENBERG GLUSKER LLP
2049 Century Park East, Suite 2600
Los Angeles, CA 90067
Tel: 310-553-3610
Email: jshenson@ggfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andrew Meyers Abdul-Wahab as authorized
signatory.
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/KWDDJPY/180_Sanborn_LP__canbke-24-50622__0001.0.pdf?mcid=tGE4TAMA
190 CALLE PRIMERA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 190 Calle Primera LP
190 West Calle Primera
San Diego CA 92173
Business Description: 190 Calle Primera is a lessor of residential
buildings and dwellings.
Chapter 11 Petition Date: April 29, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-50627
Debtor's Counsel: Jonathan Shenson, Esq.
GREENBERG GLUSKER LLP
2049 Century Park East, Suite 2600
Los Angeles CA 90067
Tel: 310-553-3610
Email: jshenson@ggfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andrew Meyers Abdul-Wahab as authorized
signatory.
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/MZSYSJY/190_Calle_Primera_LP__canbke-24-50627__0001.0.pdf?mcid=tGE4TAMA
511 ALABAMA: Wins Interim Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, authorized 511 Alabama Ave, LLC to use cash
collateral, on a final basis, in accordance with the budget.
The Debtor requires the immediate use of cash collateral on an
interim basis for the payment of ordinary expenses incurred on a
daily basis that are essential to the ongoing operation of the
Business, which expenses must be paid from cash collateral.
On December 1, 2021, the Debtor entered into a Supply Agreement
with SuperValu Wholesale Operations, Inc., a Delaware corporation,
pursuant to which Supervalu serves as Debtor's primary wholesale
grocery supplier. All of the Debtor's obligations under the
Supervalu Supply Agreement are secured by, inter alia, a perfected
first priority security interest in all of Debtor's inventory,
accounts, and the proceeds thereof, pursuant to the Security
Agreement, dated November 10, 2021 and the Uniform Commercial Code
Financing Statement indexed by the Georgia Uniform Superior Courts
Clerk's Cooperative in File No. 038-2021-035458.
On May 11, 2023, the Debtor executed a Promissory Note For
Commercial Loan in the original principal amount of $165,000 in
favor of IOU Central Inc. To the Debtor's knowledge and belief,
although the IOU Loan Document purport to grant IOU a "continuing
lien upon and security interest in and to all of the Debtor's
property," it does not appear that IOU has caused any Uniform
Commercial Code Financing Statement to be properly filed in the
appropriate Georgia records. Therefore, the Debtor contends that
IOU does not hold a perfected security interest in any "cash
collateral" which is property of the Debtor's Chapter 11 estate in
the Bankruptcy Case. Further, the Debtor asserts that the terms of
the IOU Loan Document are usurious and that the amounts claimed to
be owed thereunder are unenforceable under Georgia Law.
Should it be determined that IOU has met the technical requirements
to obtain a perfected security interest in any "cash collateral" on
the Petition Date, the Debtor asserts that the market value of the
Debtor's inventory on the Petition Date was substantially less that
the amount of the Supervalu Secured Obligations on the Petition
Date. Therefore, IOU's claim would be unsupported by any equity in
the Debtor's inventory or proceeds thereof beyond the amount of the
Supervalu Secured Obligations.
On July 31, 2023, the Debtor executed a Standard Merchant Cash
Advance Agreement in favor of LG Funding LLC which purports to
evidence a "purchase" of certain of the Debtor's "Receivables", as
defined in the LG Funding Loan Document. The Debtor contends that
the transaction contemplated by the LG Funding Loan Document is in
fact a loan to Debtor in the approximate principal amount of
$29,260.
On October 5, 2023, the Debtor executed a Business Loan Agreement
in the original principal amount of $160,500 with Expansion Capital
Group, LLC. To the Debtor's knowledge and belief, although the ECG
Loan Document purports to grant ECG a security interest in all of
(Debtor's) assets, it does not appear that ECG has caused any
Uniform Commercial Code Financing Statement to be properly filed
with the Georgia Uniform Superior Courts Clerk's Cooperative.
Therefore, the Debtor contends that ECG does not hold a perfected
security interest in any "cash collateral" which is property of the
Debtor's Chapter 11 estate in the Bankruptcy Case.
On November 29,2023, the Debtor executed a Standard Merchant Cash
Advance Agreement with Highland Hill Capital LLC which purports to
be purchase agreement of certain of Debtor's "Receivables". The
Debtor submits that the transaction contemplated by the Highland
Hill Loan Document is in fact a loan to Debtor in the approximate
principal amount of $128,800.
At the Petition Date, the Debtor was generating monthly revenues of
approximately $300,000 which revenues are, or may be, "cash
collateral", as defined in Bankruptcy Code Section 363(a).
As adequate protection, the Secured Creditor is granted valid and
perfected, replacement security interests in, and liens on all of
the right, title and interest of the Debtor in, to and under all
present and after-acquired property of the Debtor of any nature
whatsoever.
The Debtor's right to use the cash collateral and to have the
benefit of the Credit Terms will terminate on the earliest to occur
of (x) the date first set for confirmation of the Debtor's Chapter
11 plan, or (y) upon written notice to the Debtor by the Secured
Creditor, after the occurrence and continuance of any of the
following events:
a. Failure of the Debtor to make any payment as and when required
by the Order or other failure to comply in any material respect
with the terms of the Order;
b. The obtaining of credit or the incurring of obligations that are
(i) secured by a security interest, mortgage or other lien on all
or any portion of the Prepetition Collateral or Postpetition
Collateral, which is equal or senior to any security interest,
mortgage or other lien of the Secured Creditor, or (ii) entitled to
priority administrative status, which is equal or senior to that
granted to the Secured Creditor therein;
c. Failure of the Debtor to comply with the Reporting
Requirements;
d. Failure of the Debtor to comply with any other covenant or
agreement specified in the Order or the Loan Documents;
e. Any representation or warranty made by the Debtor in connection
with the Reporting Requirements will prove to have been incorrect
in any material respect when made;
f. The Debtor's Chapter 11 case will be dismissed or converted to a
Chapter 7 Case; or a Chapter 11 Trustee with plenary powers, a
responsible officer, or an examiner with enlarged powers relating
to the operation of the business of the Debtor (powers beyond those
set forth in 11 U.S.C. section 1106(a)(3) and (4) will be
appointed;
g. The Court enters an order granting relief from the automatic
stay to the holder or holders of any security interest to permit
foreclosure (or the granting of a deed in lieu of foreclosure or
the like) on any assets of the Debtor which have an aggregate value
in excess of $10,000;
h. An order is entered reversing, amending, supplementing, vacating
or otherwise modifying the Order;
i. The sale of all or any portion of the Prepetition Collateral or
the Postpetition Collateral outside of the ordinary course of the
Debtor's business without the consent of the Secured Creditor;
j. A pleading will be filed by the Debtor seeking, or otherwise
consenting to, any of the matters set forth in paragraphs (f)
through (i) hereof;
k. The Debtor will fail to adhere to the terms of the Budget such
that the variations between budgeted and actual performance exceeds
5%. If an urgent, unanticipated and necessary expense or expenses
not included in the Budget causes a variation of greater than 5%,
the Debtor may spend up to $5,000 in the aggregate to address such
expense or expenses without being in violation of the provision;
l. The Debtor will, during the period the Budget and the Order are
in effect, experience negative cash flow for two consecutive
months.
A copy of the order is available at https://urlcurt.com/u?l=633O58
from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$63,237 for May 2024;
$63,237 for June 2024;
$64,537 for July 2024; and
$63,237 for August 2024.
About 511 Alabama Ave, LLC
511 Alabama Ave, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-10032) on January 5,
2024. In the petition signed by Michael C. Smith, manager, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Paul Baisier oversees the case.
J. Nevin Smith, Esq., at Smith Conerly LLP, represents the Debtor
as legal counsel.
A.R.D. MARKETING: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized A.R.D. Marketing Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
with a 20% variance.
The Debtor is permitted to use cash collateral to pay the U.S.
Small Business Administration a monthly adequate protection payment
of $3,800.
As adequate protection for the Debtor's use of cash collateral, to
the extent that the use of cash collateral on and after the
Petition Date results in a diminution in the value of cash
collateral of any party asserting either an ownership or security
interest in the cash collateral, the Asserting Parties will have a
replacement lien on and security interest in, to the extent of any
such diminution, all postpetition property of the same type and
character as the property to which the Asserting Parties
prepetition rights extended (including proceeds), to secure the
prepetition rights of the Asserting Parties against the cash
collateral.
The Replacement Interest will have the same validity, priority,
enforceability, and avoidability as the prepetition liens and
interests that the Asserting Parties assert on cash collateral and
other allegedly encumbered property used by the Debtor. The
granting of the Replacement Interest is without prejudice to the
rights, if any, of the Debtor or any other party in interest to (1)
object to or seek to avoid, at any time, the prepetition claims,
liens and security interests, if any, of the Asserting Parties, (2)
seek to subordinate the Replacement Interest to any other liens,
interests or claims that the Bankruptcy Court may authorize under
any section of the Bankruptcy Code, or (3) seek to modify or
expunge the Replacement Interest.
A final hearing on the matter is set for May 30, 2024 at 11:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=ZaaBBZ
from PacerMonitor.com.
About A.R.D. Marketing, Inc.
A.R.D. Marketing, Inc. is a wholesale agency direct mail printer
that works with the financial services industry, which includes
Automotive, Consumer Lending, Business Funding, and Mortgage
Lending.
In the petition signed by Greg A. Peplin, CEO, the Debtor disclosed
$1,253,221 in assets and $5,548,143 in liabilities.
Judge Deborah J. Saltzman oversees the case.
Craig G. Margulies, Esq., at Margulies Faith LLP, represents the
Debtor as legal counsel.
ACORDA THERAPEUTICS: Taps Ernst & Young as Audit Services Provider
------------------------------------------------------------------
Acorda Therapeutics Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Ernst & Young
LLP as financial advisor and audit services provider.
The firm will render these services:
Financial Advisory Services:
-- conduct a detailed analysis of management's forecast and
comment upon the output, base input data and underlying
assumptions;
-- advise management regarding potential cash flow impacts of
Acorda's business plan and financial forecast, and management
amendments to the business plan and financial forecast, as needed;
-- advise on the current liquidity situation and options that
may exist for improvement;
-- illustrate the effect of a chapter 11 filing on the cash flow
forecast including potential usage of cash collateral,
debtor-in-possession financing, if any, and chapter 11
assumptions;
-- refine the cash forecasting tool and related processes, by
performing comparative analysis of actual vs forecast cash flow,
investigate unusual items/variance, agreeing revised assumptions
with management and updating the forecasting tool, for a limited
period to be determined with management;
-- analyze short term cash flow impacts;
-- assess key customer impacts and related cash receipt risks;
-- analyze key supplier payment commitments and related risks;
-- advise management on risks associated with option/strategies
developed by management to deal with critical vendors;
-- analyze working capital impacts;
-- advise management on risks associated with option/strategies
developed by management to deal with vendors and lenders, including
bondholders;
-- analysis of executory contracts and leases including
associated impact of assumption or rejection of each;
-- advise on the structure, organization, strategy of Debtor's
electronic dataroom contents and advise on the posting of
information at management's direction;
-- advise management and support with its, or its advisors,
preparation of the statement and schedules required for a chapter
11 filing;
-- Advise management with respect to the form and content of
reports required by the Committee, lenders, other stakeholders
and/or submission to the Court;
-- prepare hypothetical liquidation scenarios and alternative
scenarios to assess recovery outcomes;
-- advise management on the development and preparation of its
chapter 11 plan and disclosure statement;
-- report to the Board of Directors on the status of our
engagement; and
-- Provide management with general advice on the restructuring
process, as needed.
Audit Services:
-- review Acorda's unaudited interim financial information
before Acorda files its Form 10-Q;
-- audit and report on the consolidated financial statements of
Acorda for the year ended 12/31/2024; and
-- audit and report on the effectiveness of Acorda's internal
control over financial reporting as of 12/31/2024.
For Financial Services, the firm will be paid at these rates:
Partner/Principal $990-$1,200 per hour
Executive Director $975-$1,075 per hour
Senior Director $850-$975 per hour
Director $695-$850 per hour
Senior $525-$695 per hour
Staff $295-$465 per hour
For the collective Audit Services, EY LLP estimates that the fees
for the Audit Services for 2024 will total approximately $1,700,000
plus expenses. Included in this Fee Total are fees for interim
reviews, which will total $150,000 each quarter.
For additional unplanned effort and out-of-scope audit services, EY
will be paid at these rates:
Partner $1,000 per hour
Senior Manager $800 per hour
Manager $600 per hour
Senior/Staff $500 per hour
As disclosed in court filing, Ernst & Young is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ben Pickering
Ernst & Young, LLP
One Manhattan West, 395 9th Ave
New York 10001
Tel: (212) 773-3000
Email: ben.pickering@parthenon.ey.com
About Acorda Therapeutics
Acorda Therapeutics Inc. is a biopharmaceutical company that has
developed breakthrough products, therapies, and biotechnology to
restore function and improve the lives of people with neurological
disorders. INBRIJA is approved for intermittent treatment of OFF
episodes in adults with Parkinson's disease treated with
carbidopa/levodopa.
Acorda Therapeutics Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 24-22284) on April 1, 2024. In the petition signed by Michael
A. Gesser, as chief financial officer, the Debtor disclosed total
assets as of Dec. 31, 2023, of $108,525,000 and total debt as of
Dec. 31, 2023, of $266,204,000.
The Honorable Bankruptcy Judge David S. Jones handles the case.
Acorda is being advised by Baker McKenzie as legal counsel, Ernst &
Young as financial advisor, and Ducera Partners and Leerink
Partners as the investment bankers. Kroll Restructuring
Administration is the claims agent.
Merz is being advised by Freshfields Bruckhaus Deringer US LLP as
legal counsel, Morgan Stanley as investment banker, and Deloitte as
financial and tax advisors. Senior Convertible Noteholders are
being advised by King & Spalding as legal counsel and Perella
Weinberg Partners as investment banker.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
ACORDA THERAPEUTICS: Zach Fairlie Represents Shareholders
---------------------------------------------------------
The law firm of Zach Fairlie of Spencer Fane, LLP ("SF") filed a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose that in the Chapter 11 cases of
Acorda Therapeutics, Inc. and its affiliates, the firm represents
the Shareholders.
Paso Milak, John Feisthamel and Adam Arredondo (collectively, the
"Shareholders") retained SF in connection with these Chapter 11
Cases and SF has entered an appearance on behalf of the
Shareholders.
SF does not possess any claims against or interests in the Debtors.
SF may also represent other clients in matters pertaining to the
Debtors and is currently gathering additional information
concerning such matters and, in the future, may or may not
undertake other engagements. Those representations may or may not
result in representation in these Chapter 11 Cases. If SF is
retained by another party in interest in these Chapter 11 Cases, SF
will supplement this statement.
The Shareholders' address and the nature and amount of disclosable
economic interests held in relation to the Debtors are:
1. Paso Milak
1900 McKinney Ave # 2511
Dallas, TX 75201
* 133,296 shares in Acorda Therapeutics, Inc.
2. John Feisthamel
805 Godwin Street
Red Oak, TX 75154
* 61,411 shares in Acorda Therapeutics, Inc.
3. Adam Arredondo
2517 Hundred Knights drive
Lewisville, TX 75056
* 14,000 shares in Acorda Therapeutics, Inc.
Counsel to the Shareholders:
Gerrit M. Pronske, Esq.
Zachary R.G. Fairlie, Esq.
SPENCER FANE LLP
5700 Granite Parkway, Suite 650
Plano, TX 75024
(972) 324-0300 – Telephone
(972) 324-0301 – Facsimile
Email: gpronske@spencerfane.com
Email: zfairlie@spencerfane.com
Angus Dwyer, Esq.
SPENCER FANE LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106
816.292.8338 – Telephone
Email: adwyer@spencerfane.com
About Acorda Therapeutics
Acorda Therapeutics Inc. is a biopharmaceutical company that has
developed breakthrough products, therapies, and biotechnology to
restore function and improve the lives of people with neurological
disorders. INBRIJA is approved for intermittent treatment of OFF
episodes in adults with Parkinson's disease treated with
carbidopa/levodopa.
Acorda Therapeutics Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 24-22284) on April 1, 2024. In the petition signed by Michael
A. Gesser, as chief financial officer, the Debtor disclosed total
assets as of Dec. 31, 2023, of $108,525,000 and total debt as of
Dec. 31, 2023, of $266,204,000.
The Honorable Bankruptcy Judge David S. Jones handles the case.
Acorda is being advised by Baker McKenzie as legal counsel, Ernst &
Young as financial advisor, and Ducera Partners and Leerink
Partners as the investment bankers. Kroll Restructuring=
Administration is the claims agent.
Merz is being advised by Freshfields Bruckhaus Deringer US LLP as
legal counsel, Morgan Stanley as investment banker, and Deloitte as
financial and tax advisors. Senior Convertible Noteholders are
being advised by King & Spalding as legal counsel and Perella
Weinberg Partners as investment banker.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
AETHON UNITED: Moody's Affirms 'B2' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings affirmed Aethon United BR LP's B2 Corporate Family
Rating, B2-PD Probability of Default Rating and B3 senior unsecured
notes rating. The stable ratings outlook was maintained.
"Aethon's ability to navigate the currently depressed natural gas
price environment is bolstered by its natural gas hedge portfolio
and the margin uplift provided by its integrated midstream and
marketing businesses," said Jake Leiby, Moody's Vice President and
Senior Analyst.
RATINGS RATIONALE
Aethon's B2 CFR reflects the company's 100% exposure to natural
gas, geographic concentration in the Haynesville, and to some
extent its firm transportation commitments (FT). Although Aethon
does generate strong margins relative to other natural gas focused
peers, natural gas production generates lower cash margins than
similarly-scaled oil-weighted production. The company generated
consistent annual production growth over 2018-2023, however,
production is expected to decline -11% in 2024 as the company
defers development activity and chokes back wells in response to
the weak natural gas price environment. These constraints are
counterbalanced by the company's portfolio of natural gas hedges
covering ~50% of expected production in 2024, uplift to cash
margins provided by its integrated midstream and marketing
operations, and its sizable production and reserve base. The
company's ownership of significant midstream infrastructure also
improves its asset coverage, however, its FT commitments present
risks in the event that its production declines. Aethon's
management team is experienced and has a good track record and one
of its sponsors, Ontario Teachers' Pension Plan Board, is a
long-term investor.
Moody's expects Aethon to maintain adequate liquidity. As of
December 31, 2023, the company had $450 million of liquidity
consisting of $3 million of cash on hand and $447 million of
available borrowing capacity under its RBL revolving credit
facility due in December 2025, after accounting for outstanding
borrowings and letters of credit. The RBL has a $1.15 billion
borrowing base, $1.0 billion of elected commitments, and is
scheduled to mature in December 2025. Moody's expects Aethon to
fund its capital spending needs and debt service through mid-2025
mostly from its operating cash flow. The RBL credit agreement
contains financial covenants requiring the maintenance of net
debt/Ebitdax below 3.5x and a current ratio above 1.0x. Moody's
expects Aethon to remain in compliance with its covenants through
mid-2025.
Aethon's $750 million senior unsecured notes due in 2026 are rated
B3, one-notch below the CFR, reflecting the priority ranking of the
company's senior secured RBL facility. The RBL facility has a $1.15
billion borrowing base and $1.0 billion of elected commitments.
Given the substantial asset coverage from Aethon's strong asset
base, Moody's view the B3 rating to be more appropriate than the
lower rating suggested under Moody's Loss Given Default for
Speculative-Grade Companies methodology. However, if the company's
committed capacity and/or the utilization of the revolver rises
significantly, the notes rating could be downgraded.
The stable ratings outlook reflects Aethon's hedge position and the
expectation that the company will maintain adequate liquidity and
low leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Aethon's ratings could be downgraded if it does not address its
debt maturities in a timely manner, its liquidity deteriorates, or
its debt rises significantly. Retained cash flow to debt below 20%
could also lead to a ratings downgrade.
An upgrade of Aethon's ratings could be considered if the company
generates positive free cash flow while growing its production and
maintaining retained cash flow to debt above 35% and a leveraged
full cycle ratio above 1.5x.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
AMBRI INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ambri Inc.
53 Brigham Street
Unit #8
Marlborough MA 01752
Case No.: 24-10952
Business Description: Ambri specializes in the development of an
advanced energy storage solution through its
patented "Liquid MetalTM battery"
technology. Ambri is a pre-revenue Liquid
MetalTM battery technology company working
to become a leading global provider of long-
duration, grid-scale, energy storage that
can solve the most critical issues facing
today's electricity grid and enable wide-
spread adoption of intermittent renewable
energy as a 24-7 power source. The company
is developing batteries that are expected
to be low-cost, highly reliable, extremely
safe, degrade only minimally over their
lifespan, and can shift fundamentally how
power grids operate and source their power,
thereby contributing to the goal of a
cleaner energy future.
Chapter 11 Petition Date: May 5, 2024
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Laurie Selber Silverstein
Debtor's Counsel: L. Katherine Good, Esq.
Brett M. Haywood, Esq.
Gregory J. Flasser, Esq.
POTTER ANDERSON COROON LLP
1313 North Market Street, 6th Floor
Wilmington, Delaware 19801
Tel: (302) 984-6000
Email: kgood@potteranderson.com
Debtor's
Co-Bankruptcy
Counsel: Kizzy L. Jarashow, Esq.
Robert J. Lemons, Esq.
GOODWIN PROCTER LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
Tel: (212) 813-8800
Fax: (212) 355-3333
Email: kjarashow@goodwinlaw.com
rlemons@goodwinlaw.com
Debtors'
Financial
Advisor &
Investment
Banker: TRIPLE P RTS, LLC AND TRIPLE P SECURITIES, LLC
Debtors'
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Nora Murphy as chief financial officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EOPFQ2A/Ambri_Inc__debke-24-10952__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. J. Calnan & Associates Inc. Trade Payable $4,796,976
3 BatteryMarch Park
5th Floor
Quincy, MA 02169
Contact: Tim Kelly
Phone: (617) 801-0200
Email: tkelly@jcalnan.com
2. Quarry Square Owner LLC Trade Payable $1,272,530
55 Cambridge Street
Burlington, MA 01803
Contact: Brooks Goodyear
Phone: (401) 829-6991
Email: bgoodyear@rjkelly.com
3. The Mellen Company Trade Payable $358,866
40 Chenell Drive
Concord, NH 03301
Contact: Lisa Walter-Saturley
Phone: (603) 228-2929
Email: lwalter@mellencompany.com
4. TS Elino GMBH Trade Payable $251,275
Zum Muhlengraben 16-18
Duren 52355
Germany
Contact: Petra Erdorf
Phone: +49 2421 690 20
Email: petra.erdorf@elino.de
5. Thielmann Ucon GMBH Trade Payable $142,456
Gustav-Rivinius-Platz 2
Hausach 77756
Germany
Contact: Manfred Zurkirch
Email: info@thielmann.com
6. Jones Lang LaSalle Trade Payable $127,100
200 East Randolph Street
45th Floor
Chicago, IL 60601
Contact: Tim Meier
Phone: (312) 782-5800
Email: tim.meier@am.jll.com
7. National Grid Trade Payable $118,501
40 Sylvan Rd
Waltham, MA 02451-1200
Contact: Lisa Wieland
Phone: (800) 322-3223
8. MIT Technology Licensing Office Trade Payable $90,292
Room NE18-501
255 Main Street, Kendall Square
Cambridge, MA 02142-1601
Contact: Lauren Foster
Phone: (617) 253-6966
Email: lcfoster@mit.edu
9. WB Engineers & Consulants, Inc. Trade Payable $88,391
33 Whitehall Street, 17th Floor
New York, NY 10004
Contact: Rob Andersen
Phone: (646) 778-5635
Email: randersen@wbengineering.com
10. Atlantis Equipment Trade Payable $86,203
Corporation
16941 NY22
Stephentown, NY 12168
Contact: Louis Schroeter
Phone: (518) 733-5910
Email: acct@atlantisequipment.com
11. Quadro US Trade Payable $61,678
90 Glacier Dr Suite 1000
Westwood, MA 02090
Contact: Lisa Anderson
Phone: (519) 884-9660
Email: qecar@idexcorp.com
12. Morgan Thermal Ceramics Inc. Trade Payable $56,702
York House
Sheet Street
Windsor SL4 1DD
United Kingdom
Contact: Wendy Evans
Phone: (706) 796-4313
Email: wendey.evans@morganplc.com
13. CSC Leasing Company Trade Payable $50,670
6802 Paragon Place Suite 350
Richmond, VA 23230
Contact: Dylan Denslow
Phone: (804) 673-1000
Email: ddenslow@cscleasing.com
14. Northstar Project & Trade Payable $47,711
Real Estate SVCS
1050 Massachuetts Avenue
Cambridge, MA 02138
Contact: David Girard
Phone: (617) 692-0618
Email: david.girard@northstar-pres.com
15. Linde Gas & Equipment, Inc. Trade Payable $43,263
10170 Virginia Ave
Chicago Ridge, IL 60415
Contact: Matt White
Phone: (708) 425-5155
16. IHS Global, S&P Global Trade Payable $31,413
15 Inveress Way East
Englewood, CO 80112
Contact: Jordan Brooksher
Phone: (800) 447-2273
Email: jordan.brooksher@spglobal.com
17. Newbury Design Associates Inc. Trade Payable $25,904
100 Foxborough Boulevard
Suite 160
Foxborough, MA 02035
Contact: Ron Meehan
Phone: (508) 620-9705 X204
Email: rmeehan@nda-arch.com
18. ETM Manufacturing Co. Trade Payable $20,455
24 Porter Road
Littleton, mA 01460
Contact: Doug Scheffel
Phone: (978) 486-9050
Email: ar@etmmfg.com
19. Lenovo Inc. Trade Payable $19,423
8001 Development Drive
Morrisville, NC 27560
Contact: Matthew Zielinkski
Email: mzielinksi@lenovo.com
20. Munson Machinery Co Inc. Trade Payable $19,087
210 Seward Avenue
Utica, NY 13502
Contact: Charles Divine
Phone: (315) 797-0090
21. AON Consulting, Inc. Trade Payable $15,000
1 Chase Manhattan Plaza
New York, NY 10005
Contact: Christa Davies
Phone: (281) 822-6688
22. Crystal Engineering Trade Payable $8,580
Company, Inc.
2 Stanley Tucker Drive
Newburgyport, MA 01950
Phone: (978) 465-7007
Email: bethl@cystalengineering.com
23. Prince and Izant Co. Trade Payable $6,675
12999 Plaza Dr
Cleveland, OH 44130
Contact: Brad Lindholmmatt
Brandenburg
Phone: (216) 284-7269
24. 8X8, Inc. Trade Payable $5,793
675 Creekside Way
Campbell, CA 95008
Contact: Kevin Kraus
Phone: (866) 879-8647
25. Zoominfo Technologies LLC Trade Payable $4,425
805 Broadway St Ste 900
Vancouver, WA 98660
Contact: Peter Cameron Hyzer
Phone: (866) 904-9666
Email: ar@zoominfo.com
26. Eversource Trade Payable $4,337
56 Prospect St
Hartford, CT 06103
Contact: Greg Butler
Phone: (800) 340-9822
Email: greg.butler@eversource.com
27. DHL Express - USA Trade Payable $3,955
1210 South Pine Island Road
Plantaion, FL 33324
Contact: Greg Hewitt
Phone: (954) 235-0259
Email: greg.hewitt@dhl.com
28. Boston Shipping Consultants Trade Payable $2,800
12-B Liscott Rd
Woburn, MA 01801
Contact: Dennis Miniscalco
Phone: (781) 491-7377
Email: dennis@boston-shipping.com
29. Comcast Business Trade Payable $1,732
1701 JFK Boulevard
Philadelphia, PA 19103
Contact: Jason S. Armstrong
30. Quarry Square Owner LLC Litigation Unliquidated
55 Cambridge Street
Burlington, MA 01803
Contact: Brooks Goodyear
Phone: (401) 829-6991
Email: bgoodyear@rjkelly.com
ANTAMEX INDUSTRIES: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Debtor: Antamex Industries ULC
Business Description: The Debtor is in the business of designing,
engineering, manufacturing, and installing
custom, modular glass facade solutions for
multi-story buildings.
Foreign Proceeding: Ontario Superior Court of Justice
Court File No. CV-24=00715153-00CL
In the matter of an application under
Sec. 243(1) of the Bankruptcy and
Insolvency Act and by Export
Development Canada
Chapter 15
Petition Date: May 1, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-10934
Judge: Hon. J. Kate Stickles
Foreign
Representative: Deloitte Restructuring Inc.
Foreign
Representative's
Counsel: Mark L. Desgrosseilliers, Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Phone: 302-295-0191
E-mail: desgross@chipmanbrown.com
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/view/MQNVE6I/ANTAMEX_INDUSTRIES_ULC_and_ANTAMEX__debke-24-10934__0001.0.pdf?mcid=tGE4TAMA
APEX ACCOUNTING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Apex Accounting and Tax, Inc.
27740 East Lakeview Drive
Aurora, CO 80016
Business Description: Apex Accounting is a full-service accounting
and tax firm licensed in CO.
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-12362
Judge: Hon. Michael E Romero
Debtor's Counsel: Keri L. Riley, Esq.
KUTNER BRINEN DICKEY RILEY PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: 303-832-2400
E-mail: klr@kutnerlaw.com
Total Assets: $179,445
Total Liabilities: $4,299,054
The petition was signed by Hong and Lew Spelgatti as
owners/president.
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/7QTWVRQ/Apex_Accounting_and_Tax_Inc__cobke-24-12362__0001.0.pdf?mcid=tGE4TAMA
APPGATE INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Twelve affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Appgate, Inc. (Lead Case) 24-10956
2 Alhambra Plaza
Suite PH-1-B
Coral Gables Florida 33134
Appgate Cybersecurity, Inc. 24-10957
Cryptzone Worldwide, Inc. 24-10958
Cryptzone International Holdings Inc. 24-10959
Cryptzone North America Inc. 24-10960
Immunity, Inc. 24-10961
Immunity Federal Services, LLC 24-10962
Immunity Products, LLC 24-10963
Immunity Services, LLC 24-10964
Easy Solutions Enterprises Corp. 24-10965
Catbird Networks, Inc. 24-10966
Easy Solutions, Inc. 24-10967
Business Description: Appgate offers an innovative suite of
cybersecurity solutions and advisory
services to more than 660 leading private
enterprises and government agencies
around the world. Appgate's consumer-
focused security approach enables fast,
simple, and secure connections from any
device and/or location across any
information technology infrastructure in
cloud, on-premise, and hybrid environments.
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Craig T. Goldblatt
Debtors'
General
Bankruptcy
Counsel: Edward O. Sassower, P.C.
Christopher Marcus, P.C.
Derek I. Hunter, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: edward.sassower@kirkland.com
christopher.marcus@kirkland.com
derek.hunter@kirkland.com
Debtors'
Co-Bankruptcy
Counsel: Patrick J. Reilley, Esq.
Stacy L. Newman, Esq.
Jack M. Dougherty, Esq.
Michael E. Fitzpatrick, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
Email: preilley@coleschotz.com
snewman@coleschotz.com
jdougherty@coleschotz.com
mfitzpatrick@coleschotz.com
Debtors'
Investment
Banker: TRIPLE P SECURITIES, LLC
Debtors'
Financial
Advisor: TRIPLE P RTS, LLC
Debtors'
Noticing &
Claims Agent: DONLIN, RECANO & COMPANY, INC.
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Rene A. Rodriguez as chief financial
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
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/BVYPWEQ/Appgate_Inc__debke-24-10956__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Gartner Trade Claim $1,094,675
12651 Gateway Blvd
Ft Meyers FL 33913
Accounts Receivable
Tel: (239) 561-4815
Email: AccountsReceivable.NA2@gartner.com
2. Greenberg Traurig P.A. Trade Claim $444,596
333 S.E. 2nd Avenue Suite 4400
Miami FL 33131
Robert Martell
Tel: (305) 789-5425
Email: Robert.Martell@gtlaw.com
3. BDO USA LLP Trade Claim $345,899
330 North Wabash
Suite 3200
Chicago IL 60611
Tracy Gates
Tel: (216) 325-1700
Email: tgates@bdo.com
4. Amazon Web Services Trade Claim $252,116
410 Terry Avenue North
Seattle WA 98109-5210
Accounts Receivable
Tel: (833)-448-2289
Email: aws-receivables-support@amazon.com
5. Softtek Integration Systems Inc. Trade Claim $162,000
15303 Dallas Pkwy
Suite 200
Addison TX 75001
Ivette Viramontes Macias
Tel: 52(81) 1932-4400
Email: ivette.viramontes@softtek.com
6. Fontainebleau Miami Beach Trade Claim $116,807
PO Box 865011
Orlando FL 32886-5011
Jason LaCkore
Tel: (954) 868-0007
Email: jlackore@fontainebleau.com
7. Daversa Partners Trade Claim $116,664
330 Madison Avenue
New York NY 10017
Cindy Blount
Tel: (917) 364-2958
Email: cindy.blount@daversapartners.com
8. Expel, Inc. Trade Claim $113,844
12950 Worldgate Drive
Suite 200
Herndon VA 20170
AR Team
Tel: (844) 397-3524
Email: ar@expel.io
9. Optiv Security, Inc. Trade Claim $109,673
1144 15th St.
Suite 2900
Denver CO 80202
AR Team
Tel: (800) 574-0896
Email: AR@Optiv.com
10. Insight - PCM Trade Claim $104,152
File 55327
Los Angeles CA 90074-5327
Nicolas Tjorbajes
Tel: (800) 934-4477
Email: Nicolas.Tjorbajes@insight.com
11. GitHub, Inc Trade Claim $95,208
88 Colin P Kelly Jr. Street
San Francisco CA 94107
Accounts Receivable
Email: ar@github.com
12. Google Inc. Trade Claim $65,631
PO Box 39000 Dept. 33654
San Fransisco CA 94139
The Collections Team
Email: remittance-request@google.com
13. Leidos, Inc. Trade Claim $52,912
1750 Presidents St
Reston VA 20190
Amy Flores
Tel: (520) 571-7630
Email: Amy.J.Flores@leidos.com
14. Okin Process Inc Trade Claim $50,943
7965 Kennedy Hill Drive
San Antonio TX 78221
Marisa Ponce
Tel: (210) 852-4008
Email: marisa.ponce@okinprocess.com
15. Kojima Trade Claim $48,454
Gobancho Kataoka Bldg 4F
Tokyo 13 999-9999
Japan
Nakamura Kumiko
Tel: 81-3-3222-1401
Email: nakamura@kojimalaw.jp
16. Anvil Ventures, Inc. Trade Clam $48,300
DBA Anvil Secure
2125 Western Ave
Suite 2
Seattle WA 98121
Larry Sledge
Email: larry.sledge@anvilventures.com
17. Udemy, Inc Trade Claim $47,300
600 Harrison St
3rd Fl
San Francisco CA 94107
AR Team
Email: ar@udemy.com
18. Reveneer Inc. Trade Claim $45,500
10 State St.
2nd Floor
Woburn MA 01801
Diem Lu
Tel: (978) 273-1870
Email: Dlu@reveneer.io
19. GuidePoint Security LLC Trade Claim $38,700
2201 Cooperative Way
Suite 225
Herndon VA 2017
Accounts Receivable
Tel: (877) 889-0132
Email: ar@guidepointsecurity.com
20. ISMG - Information Security Trade Claim $35,000
Media G
902 Carnegie Center
Ste 430
Princeton NJ 08540
ISMG Accounting
Tel: (609) 356-1499
Email: accounting@ismg.io
21. LinkedIn Corporation Trade Claim $33,433
62228 Collections Center Drive
Chicago IL 60693-0622
LinkedIn Receivables Department
Tel: (206) 777 4750
Email: receivables-namerica@linkedin.com
22. International CIO Leadership Trade Claim $33,000
Association
1 Concourse Pkwy Suite 100
Atlanta GA 30328
Kristin Hayes
Tel: (706) 974-8749
Email: accounting@inspirecio.com
23. ZoomInfo Technologies LLC Trade Claim $28,180
805 Broadway St
Suite 900
Vancouver WA 95113
Accounts Receivable
Tel: (866) 904-9666
Email: ar@zoominfo.com
24. Carahsoft Technology Corp Trade Claim $27,119
11493 Sunset Hills Rd.
Suite 100
Reston VA 20190
Sage Physic
Tel: (571) 662-4963
Email: Sage.Physic@Carahsoft.com
25. Protiviti Trade Claim $26,160
12269 Collections Ctr Dr
Chicago IL 60693
Maryann Kanemoto
Email: procash-ar@protiviti.com
26. SMB Group, LLC Trade Claim $26,075
7830 SW 85th Court
Miami FL 33143
Suzel Broe
Email: suzelbroe@hotmail.com
27. MorganFranklin Consulting LLC Trade Claim $25,800
420 Lexington Avenue
Suite 1650
New York NY 10170
MFC Billing
Email: billinginquiries@morganfranklin.com
28. Fragomen Trade Claim $20,616
1400 Broadway
New York NY 10018
Matthew Heney
Tel: (732) 862 5158
Email: mheney@fragomen.com
29. Navex Global Inc. Trade Claim $18,064
PO Box 60941
Charlotte NC 28260-0941
Accounts Receivable
Tel: (866) 297-0224
Email: ar@navex.com
30. DW Direct LLC Trade Claim $17,396
PO Box 75723
Chicago IL 60675-5723
Customer Relations
Email: CustomerRelations@web.cdw.com
ARNOLD BROTHERS: Seeks Cash Collateral Access
---------------------------------------------
Arnold Brothers Forest Products, Inc. asks the U.S. Bankruptcy
Court for the Eastern District of Oklahoma for authority to use
cash collateral and provide adequate protection, on an expedited
interim basis as well as on a permanent basis.
The Debtor requires the use of cash collateral to pay post-petition
insurance, utilities, repair and maintenance expenses.
Ameristate Bank asserts an interest in the Debtor's cash
collateral.
A copy of the motion is available at https://urlcurt.com/u?l=IRDRfs
from PacerMonitor.com.
About Arnold Brothers Forest Products, Inc.
Arnold Brothers Forest Products, Inc. operates a business making
packaging and selling cooking wood and other wood products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Okla. Case No. 24-80318) on April 30,
2024. In the petition signed by James Belcher, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Paul R. Thomas oversees the case.
Jeffery Barclay Potts, Esq., at Jeff Potts, represents the Debtor
as legal counsel.
ASPIRA WOMEN'S: General Counsel Minh Merchant Tenders Resignation
-----------------------------------------------------------------
Aspira Women's Health Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on April 22, 2024, Minh
Merchant, the general counsel, chief compliance officer, and
corporate secretary of the Company notified the Company that she
will resign from these roles with the Company effective May 6,
2024.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is dedicated to the discovery,
development, and commercialization of noninvasive, AI-powered tests
to aid in the diagnosis of gynecologic diseases. OvaWatch and
Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they
provide the only comprehensive portfolio of blood tests to aid in
the detection of ovarian cancer for the 1.2+ million American women
diagnosed with an adnexal mass each year. OvaWatch provides a
negative predictive value of 99% and is used to assess ovarian
cancer risk for women where initial clinical assessment indicates
the mass is indeterminate or benign, and thus surgery may be
premature or unnecessary. Ova1Plus is a reflex process of two
FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian
malignancy in women planned for surgery.
Boston, Massachusetts-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 29, 2024, citing that Company has suffered recurring
losses from operations and expects to continue to incur substantial
losses in the future, which raise substantial doubt about its
ability to continue as a going concern.
ASPIRA WOMEN'S: May Sell $100 Million Worth of Securities
---------------------------------------------------------
Aspira Women's Health Inc. filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to the offer
of up to $100,000,000 of any combination of common stock, preferred
stock, debt securities, warrants, rights, and units in one or more
offerings. The Company may also offer securities as may be
issuable upon conversion, redemption, repurchase, exchange or
exercise of any securities registered hereunder, including any
applicable antidilution provisions.
The Company's common stock is listed on The Nasdaq Capital Market,
or Nasdaq, under the symbol "AWH". On April 17, 2024, the last
reported sale price of the Company's common stock was $3.49 per
share. The applicable prospectus supplement will contain
information, where applicable, as to any other listing on Nasdaq or
any securities market or other exchange of the securities, if any,
covered by the applicable prospectus supplement.
As of April 17, 2024, the aggregate market value of the Company's
common stock held by its non-affiliates, as calculated pursuant to
the rules of the Securities and Exchange Commission, was
approximately $46.5 million, based upon 10,434,094 shares of the
Company's outstanding common stock held by non-affiliates at the
per share price of $4.46, the closing sale price of the Company's
common stock on Nasdaq on Feb. 23, 2024. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will the Company sell
securities in a public offering with a value exceeding more than
one-third of its "public float" in any 12-month period so long as
its public float remains below $75.0 million. The Company has sold
$11,147,845.23 of securities in reliance on General Instruction
I.B.6 of Form S-3 during the 12 calendar months prior to and
including the date of this prospectus.
The Company will sell these securities directly to investors,
through agents designated from time to time or to or through
underwriters or dealers, on a continuous or delayed basis.
A full-text copy of the Registration Statement is available for
free at:
https://www.sec.gov/Archives/edgar/data/926617/000092661724000029/awh-20240422xs3.htm
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is dedicated to the discovery,
development, and commercialization of noninvasive, AI-powered tests
to aid in the diagnosis of gynecologic diseases. OvaWatch and
Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they
provide the only comprehensive portfolio of blood tests to aid in
the detection of ovarian cancer for the 1.2+ million American women
diagnosed with an adnexal mass each year. OvaWatch provides a
negative predictive value of 99% and is used to assess ovarian
cancer risk for women where initial clinical assessment indicates
the mass is indeterminate or benign, and thus surgery may be
premature or unnecessary. Ova1Plus is a reflex process of two
FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian
malignancy in women planned for surgery.
Boston, Massachusetts-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 29, 2024, citing that Company has suffered recurring
losses from operations and expects to continue to incur substantial
losses in the future, which raise substantial doubt about its
ability to continue as a going concern.
BEN'S CREEK: Seeks Cash Collateral Access Thru May 8
----------------------------------------------------
Ben's Creek Operations WV, LLC and affiliates ask the U.S.
Bankruptcy Court for the Southern District of West Virginia for
authority to use cash collateral and provide adequate protection.
The Debtors need to use cash in order to pay for fuel, payroll and
other expenses of maintaining Debtors' assets and maintaining
compliance with environmental regulations.
Ben's Creek Operations presently has approximately $375,000 in its
operating bank account held at United Bank.
The Debtors scaled down their operations to save on expenses. The
Debtors laid off over half the employees and now operate on a "care
and maintenance" budget. The Debtors no longer produce coal. The
Debtors are maintaining their assets and complying with
environmental regulations, which requires manpower and the use of
equipment, utilities and other expenditures on an ongoing basis.
The Debtors' first post-petition payroll needs to be funded by May
1, 2024.
Avani Resources Pte, Ltd may have an interest in the Debtor's cash
collateral. Avani Resources asserts a lien against the cash
collateral to secure its prepetition loan of $10 million.
Following the Petition Date, Avani Resources consented to Ben's
Creek Operations' limited use of the cash collateral to pay part of
the Debtors' prepetition payroll approved by the Court's order
entered April 18, 2024, fuel charges and other expenditures.
The Debtors' contend that Avani Resources may not be entitled to
adequate protection for the Debtors' use of cash collateral if
Avani's lien is not perfected, and the Debtors reserve the right to
contest Avani's lien.
Assuming Avani does have a valid lien against the Debtors' cash
collateral, the Debtors propose adequate protection for Avani.
As adequate protection, the Debtors propose to award Avani
Resources Pte Ltd a post-petition lien against the Debtors'
unencumbered property as determined to be sufficient to the extent
the Debtors' use of cash collateral prejudices Avani's rights.
A copy of the motion is available at https://urlcurt.com/u?l=yUWQiI
from PacerMonitor.com.
About Ben's Creek Operations WV, LLC
Ben's Creek Operations WV, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. W.V. Case No.
2:24-bk-20079) on April 14, 2024. In the petitoin signed by
Christopher Walker, chief executive officer, the Debtor disclosed
up to $10 million in assets and up to $50 million in liabilities.
James W. Lane, Jr., Esq., at Flaherty Sensabaugh Bonasso PLLC,
represents the Debtor as legal counsel.
BIORAMO LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Bioramo LLC
5319 NW 35th Terrace
Fort Lauderdale, FL 33309
Business Description: The Debtor is engaged in the business of
pharmaceutical and medicine manufacturing.
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-14431
Judge: Hon. Scott M. Grossman
Debtor's Counsel: Aaron A Wernick, Esq.
WERNICK LAW PLLC
2255 Glades Road 324A
Boca Raton FL 33431
Tel: (561) 961-0922
Email: awernick@wernicklaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fedner Destine as 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/MAVGV5Q/BIORAMO_LLC__flsbke-24-14431__0001.0.pdf?mcid=tGE4TAMA
BLUM HOLDINGS: Hires Matsuura to Replace Marcum LLP as Auditor
--------------------------------------------------------------
Blum Holdings, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that effective April 23, 2024,
it dismissed Marcum LLP as its independent registered public
accounting firm. The Company's Audit Committee approved the
dismissal of Marcum LLP.
The report of Marcum LLP on the consolidated financial statements
of Unrivaled Brands, Inc. (reorganized as Blum Holdings, Inc.
effective Jan. 12, 2024) for the fiscal years ended Dec. 31, 2023
and 2022 did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principle. The report had been prepared
assuming that the Company would continue as a going concern and
included an explanatory paragraph regarding the Company's ability
to continue as a going concern as result of the significant losses
incurred and the need to raise additional funds to meet its
obligations and sustain its operations.
The Company said that during the fiscal years ended Dec. 31, 2023
and 2022, there were no disagreements (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and Marcum LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure, which would have caused it to make reference to
the subject matter of such a disagreement in connection with its
audit reports on the Company's consolidated financial statements
for such years. During the fiscal years ended Dec. 31, 2023 and
2022, there were no reportable events (as described in Item
304(a)(1)(v) of Regulation S-K), except as provided below:
(i) For the fiscal years ended Dec. 31, 2023 and 2022, the
Company's primary user access controls (i.e. provisioning,
de-provisioning, and quarterly user access review) to ensure
appropriate segregation of duties that would adequately restrict
user and privileged access to the financially relevant systems and
data to appropriate Company personnel were not operating
effectively.
(ii) For the fiscal year ended Dec. 31, 2023 and 2022, the
identification of a material weakness in which the Company failed
to timely record transactions and to timely review account
reconciliations. In connection with the consolidated financial
statements as of Dec. 31, 2023, the Company restated its previously
reported consolidated financial statements for the periods ended
June 30, 2023, and Sept. 30, 2023.
These material weaknesses did not affect Marcum LLP's unqualified
audit report dated April 15, 2024 and April 7, 2023 regarding the
consolidated financial statements of Unrivaled Brands, Inc. for the
fiscal years ended Dec. 31, 2023 and 2022, respectively.
On April 23, 2024, the Company engaged MATSUURA as its new
independent registered public accountant for the fiscal year ending
Dec. 31, 2024. The Audit Committee of the Company approved and
authorized the engagement of MATSUURA as the Company's independent
registered public accounting firm.
During the fiscal years ended Dec. 31, 2023 and 2022, neither the
Company nor anyone on its behalf consulted with MATSUURA regarding
(a) the application of accounting principles to a specified
transaction, completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and
neither a written report nor oral advice was provided to the
Company that MATSUURA concluded was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue, or (b) any matter that was
either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).
About Blum Holdings
Headquartered in Santa Ana, California, Blum Holdings, Inc. --
www.blumholdings.com -- is a cannabis company with operations in
retail and distribution throughout California, with an emphasis on
providing the highest quality of medical and adult use cannabis
products. The Company is home to Korova, a brand of high potency
products across multiple product categories, currently available in
California. The Company operates Blum OC, a premier cannabis
dispensary in Orange County, California. The Company also owns
dispensaries in California which operate as The Spot in Santa Ana,
Blum in Oakland, and Blum in San Leandro.
Costa Mesa, California-based Marcum LLP, the Company's auditor
since 2018, 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 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.
BOMBARDIER INC: Moody's Raises CFR & Senior Unsecured Notes to B1
-----------------------------------------------------------------
Moody's Ratings upgraded Bombardier Inc.'s corporate family rating
to B1 from B2, its probability of default rating to B1-PD from
B2-PD and senior unsecured notes rating to B1 from B2. At the same
time LearJet Inc.'s backed senior unsecured revenue bonds issued by
the Connecticut Development Authority were upgraded to B1 from B2.
The outlook remains stable.
"The upgrade reflects Bombardier's continued progress of reducing
its financial leverage, increasing earnings, improving margins and
generating free cash flow", said Jamie Koutsoukis, Moody's
analyst.
RATINGS RATIONALE
Bombardier continues to post improvements in its margins and
earnings, and at the same time reducing its absolute debt level.
The company has generated positive free cash flow since 2021, and
its adjusted operating margin increased to almost 10% in 2023
compared to about 8% one year ago. Revenue visibility continues to
remain strong and unit book to bill was 1x in 2023. Additionally,
the company continues to reduce debt, repaying $425 million in 2023
and an additional $100 million year to date 2024 and has been
proactive in addressing its debt maturities with no meaningful
maturities until mid-2026.
Bombardier benefits from: 1) good liquidity over the next year; 2)
significant scale; 3) a strong market position within the business
jet market; and 4) a $14.9 billion backlog. Bombardier's rating is
constrained by: 1) high fixed charges of about $700 million per
year (interest and capital expenditures) that can constrain the
company's free cash flow; and 2) its participation in the cyclical
business jet market which has a number of strong competitors and a
niche consumer base.
Bombardier has good liquidity over the next year (SGL-2), with
about $1.7 billion of sources versus about $150 million of uses.
Sources are cash of about $1.2 billion at Q1/24, $236 million
available on its secured revolving credit facility ($300 million
ABL facility that expires in 2027), and about $300 million in free
cash flow through to March 2025. Bombardier has no maturities until
June 2026. Uses are about Uses are about $150 million of financial
liabilities (excluding term debt but including items such as lease
liabilities, liabilities related to various divestitures and
government refundable advances). Bombardier does have significant
inter quarter working capital swings that require the company hold
ample liquidity.
The stable outlook reflects Moody's expectation that Bombardier
will continue to generate free cash flow and that margins and
financial leverage will improve in 2024 and 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt to EBITDA is maintained below
4x and the company continues to generate positive free cash flow.
The ratings could be downgraded if Bombardier sees a deterioration
in its operating performance or there are problems with its ability
to deliver aircraft in line with its guidance. Quantitatively, the
rating could also be downgraded if debt to EBITDA is sustained
above 5.5x or EBIT to Interest falls below 1.5x.
Bombardier has a dual class share structure by where the founding
family has 50.4% of the voting rights through a special class of
stock carrying 10 votes a share. The same group also has four of
the company's 14 board seats.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a
manufacturer of business jets.
BUILD BAYTOWN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Build Baytown I, LLC
680 Hwy 70 W
Lenoir City, TN 37771
Chapter 11 Petition Date: May 2, 2024
Court: United States Bankruptcy Court
Eastern District of Tennessee
Case No.: 24-30748
Debtor's Counsel: Lynn Tarpy, Esq.
TARPY, COX, FLEISHMAN & LEVEILLE, PLLC
1111 N Northshore Dr
Suite N-290
Knoxville, TN 37919
Tel: (865) 588-1096
Fax: (865) 588-1171
Email: ltarpy@tcflattorneys.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Hinkle as member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WPNHXDA/Build_Baytown_I_LLC__tnebke-24-30748__0001.0.pdf?mcid=tGE4TAMA
CAMARILLO HHCA: Seeks Cash Collateral Access
--------------------------------------------
Camarillo HHCA, Inc. asks the U.S. Bankruptcy Court for the Central
District of California, San Fernando Valley Division, for authority
to use the cash collateral of the U.S. Small Business
Administration and provide adequate protection.
The Debtor requires the use of cash collateral to pay reasonable
expenses it incurs during the ordinary course of operating its
business.
The SBA is the secured creditor for an Economic Injury Disaster
Loan, UCC-I 14 Financing Statement filed on August 1,2020,
U200007023621.
The Debtor's priority unsecured creditors include the Internal
Revenue Service and Franchise Tax Board. The unsecured creditors
include service providers, April rent, vendors, and insider
compensations.
The Debtor does not hold an interest in any real estate. The
Debtor's personal property assets include the funds in the bank
accounts, the receivables, and office furniture, for a total of
$78,003.
Pre-petition, the EIDL Loan was referred to the Treasury for
collection, and a number of payments from the Department of Health
and Human Services were intercepted by the Treasury and applied
toward the EIDL Loan. The collection by the Treasury made it
challenging for the Debtor to satisfy its monthly expenses to the
creditors, including payment of the rent, its servicers, and
employees, and as a result, the Debtor filed the present case.
As adequate protection, the Debtor proposes to give SBA a
replacement lien on its post-petition assets pursuant to the
collateral described in SBA's UCC Financing Statement with the same
priority as existed prior to the filing and up to the value of the
cash collateral actually used post-petition.
The Debtor is also proposing a monthly adequate protection payment
to SBA in the amount of $400 subject to the court's approval, to be
paid on May 1, 2024 and on the 1st day of each month thereafter.
The adequate protection payments will include the Debtor's SBA Loan
number and be sent to the payment address on the SBA Proof of Claim
or may be paid by wire transfer or pay.gov.
A copy of the motion is available at https://urlcurt.com/u?l=ySNqN6
from PacerMonitor.com.
About Camarillo HHCA, Inc.
Camarillo HHCA, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 1:24-bk-10677-MB) on
April 24, 2024. In the petition signed by Anushhavan Chalkyan,
chief executive officer, the Debtor disclosed $100,000 in assets
and up to $500,000 in liabilities.
Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger,
represents the Debtor as legal counsel.
CBC SUBCO: Seeks Continued Cash Collateral Access
-------------------------------------------------
CBC SubCo, Inc and affiliates ask the U.S. Bankruptcy Court for the
District of Arizona for authority to continue using the cash
collateral of Western Alliance Bank, and provide adequate
protection.
The Debtors generate cash by selling alcohol products to
distributors and from the sale of food, beverage, and merchandise
at the two brewery restaurant locations. Currently, the Debtors
have approximately $243,5822 of cash including WAB's cash
collateral, most of which is held in WAB accounts. Without the use
of cash collateral, the Debtors will be unable to fund operations
starting the week of February 5, 2024.
Western Alliance Bank assert an interest in the Debtor's cash
collateral.
In 2021, Craft Beverage Cooperative and SubCo borrowed $5 million
(with the opportunity to borrow $1 million more) from WAB under a
credit agreement dated September 10, 2021. Moab and Heretic
guaranteed these obligations. Further, WAB asserts blanket liens on
the assets of all the Debtors. The Debtors have not yet confirmed
the perfection of these liens and reserve all rights with regard to
WAB's liens. The current amount owed to WAB is approximately $3.4
million.
As widely reported, the craft beer industry has faced substantial
hardship in the last few years. In its "Year in Beer Review," the
Brewers Association noted 385 craft brewery closings in 2023.
As with much of the industry, affiliates Moab and Heretic have
suffered financial difficulties and dropped out of compliance with
their financial covenants under the loan documents. However, aside
from WAB's acceleration of the loan, the borrowers are current on
all payments under the loan documents.
To the extent that the Bank demonstrates an unavoidable perfected
security interest in the cash collateral, then the Bank is entitled
to adequate protection in exchange for the Debtors' use of the cash
collateral. In the Final Cash Collateral Order, the Court granted
WAB replacement liens as adequate protection. The Debtors submit
that the Replacement Liens are sufficient to adequately protect
WAB's security interest with respect to the Debtors' continued use
of cash collateral. The Replacement Liens are on the same
categories of assets as the pre-petition collateral and have the
same priority and validity as the prepetition lien as to which it
relates and are capped at the value of such pre-petition collateral
in which WAB had an unavoidable perfected security interest as of
the Petition Date.
In addition, the Debtors will continue to make monthly $25,000
adequate protection payments. This figure is approximately equal to
the non-default amounts due prior to their filing for bankruptcy.
A copy of the motion is available at https://urlcurt.com/u?l=lnqy3U
from PacerMonitor.com.
About CBC SubCo
CBC SubCo, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-00632) on January 26,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. George Cole Jackson, authorized signatory, signed the
petition.
Christopher C. Simpson, Esq., at Osborn Maledon, P.A. represents
the Debtor as legal counsel.
CHAMPION DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Champion Development, Inc.
DBA ChampDev
5820 Harper Park Dr Unit 23
Austin, TX 78735-8586
Case No.: 24-10499
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Western District of Texas
Judge: Hon. Shad Robinson
Debtor's Counsel: Thomas D. Berghman, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
500 N. Akard St., Ste, 4000
Dallas, Texas 75214
Tel: 214-855-7500
Email: tberghman@munsch.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Chu as president.
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/KSSXGFI/Champion_Development_Inc__txwbke-24-10499__0001.0.pdf?mcid=tGE4TAMA
CHRISTIAN'S PLACE: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
authorized Christian's Place, Inc. to use cash collateral on a
final basis, in accordance with the budget. The budget will include
a $1,000 per month payment to the Chapter 11 Sub V Trustee,
commencing on June 14, 2024.
The Debtor requires the use of cash collateral to make payroll and
maintain its business.
First Corporate Solutions, as representative, Corporate
Representative, Wise Funding Group, LLC, Corporation Service
Company as representative, and Retail Capital, LLC d/b/a Credibly
assert an interest in the Debtor's cash collateral.
As adequate protection, the Lenders are granted a post-petition
security interest in post-petition inventory and proceeds to the
same extent and priority that it held a pre-petition security
interest in such inventory and proceeds, and will provide adequate
protection payments to Respondents in exchange for the Debtor's
continued use of cash collateral post-petition.
A copy of the order is available at https://urlcurt.com/u?l=8qP1UM
from PacerMonitor.com.
About Christian's Place, Inc.
Christian's Place, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-50411-AEC) on
March 21, 2024. In the petition signed by Christian Losito, CEO,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Austin E. Carter oversees the case.
Wesley J. Boyer, Esq., at Boyer Terry LLC, represents the Debtor as
legal counsel.
CONVERGEONE HOLDINGS: Proskauer & Gray Revise Rule 2019 Statement
-----------------------------------------------------------------
The law firms Proskauer Rose LLP and Gray Reed & McGraw LLP filed a
supplemental 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.
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 as of May 2, 2024 are:
1. Blue Owl Liquid Credit Advisors LLC
1 Greenwich Plaza, Suite C, 2nd Floor
Greenwich, CT 06830
* $44,520,726.39
2. Cerberus Capital Management, L.P.
11812 San Vicente Blvd, Suite 300
Los Angeles, CA 90049
* $26,747,828.00
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 the
restructuring advisor. EPIQ Bankruptcy Solutions is the claims
agent.
Porter Hedges LLP, and Gibson, Dunn & Crutcher LLP advise the first
lien lenders.
COVALENT FACILITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Covalent Facility Management, Inc.
d/b/a System4 of Central Colorado
27740 East Lakeview Drive
Aurora, CO 80016
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-12364
Judge: Hon. Joseph G Rosania Jr.
Debtor's Counsel: Keri L. Riley, Esq.
KUTNER BRINEN DICKEY RILEY PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: 303-832-2400
E-mail: klr@kutnerlaw.com
Total Assets: $605,455
Total Liabilities: $5,867,378
The petition was signed by Lew Spelgatti as president.
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/VJK4TVQ/Covalent_Facility_Management_Inc__cobke-24-12364__0001.0.pdf?mcid=tGE4TAMA
DENT TECH: Unsecureds to Get 50.45% Dividend in 24 Months
---------------------------------------------------------
Dent Tech Laboratory, Inc., submitted a Second Amended Disclosure
Statement describing Plan of Reorganization dated April 22, 2024.
The Plan will be financed from continuing operating income,
reorganized business operations of the Debtor, from the timely
collections of outstanding receivables, as well as from funds
accumulated in the Debtor's in Possession accounts.
Class I consists of the claims of general unsecured creditors of
the Debtor, totaling $117,093.19:
* The claim of JPMorgan Chase Bank, N.A. in the amount of
$4,047.80 shall be paid 50.45% ($2,042.11) dividend in 24 monthly
installment payments in the amount of $85.08 commencing on the
effective date.
* The claim of JPMorgan Chase Bank USA, N.A. in the amount of
$13,635.56 shall be paid 50.45% ($6,879.14) dividend in 24 monthly
installment payments in the amount of $286.63 commencing on the
effective date.
* The claim of JPMorgan Chase Bank USA, N.A. in the amount of
$99,120.45 shall be paid 50.45% ($50,006.26) dividend in 24 monthly
installment payments in the amount of $2,083.59 commencing on the
effective date.
* The claim of American Express in the amount of $289.38 shall
be paid 50.45% ($145.99) dividend in 24 monthly installment
payments in the amount of $6.08 commencing on the effective date.
Class III consists of Equity interest holders. Gregory B.
Mashevich, the equity interest holder, shall retain his interest in
the Debtor following Confirmation, in consideration of a new value
contribution, being made by them as the equity holders, toward the
payment of general unsecured creditor claims. Gregory B. Mashevich
will contribute funds in installments over the life of the Plan, on
as needed basis up to the full amount of $30,000.00, representing
the principal's new value contribution.
A full-text copy of the Second Amended Disclosure Statement dated
April 22, 2024 is available at https://urlcurt.com/u?l=KaDS4M from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Alla Kachan, Esq.
2799 Coney Island Ave., Ste. 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
About Dent Tech Laboratory
Dent Tech Laboratory, Inc., operates a dental laboratories
business.
Dent Tech Laboratory sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41469) on June 23,
2022, listing up to $50,000 in assets and up to $500,000 in
liabilities. Gregory B. Mashevich, president, signed the petition.
Judge Elizabeth S. Stong oversees the case.
Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and
Wisdom Professional Services, Inc. serve as the Debtor's legal
counsel and accountant, respectively.
E-STONE USA: Files Amendment to Disclosure Statement
----------------------------------------------------
E-Stone USA Corporation and affiliates submitted First Amended and
Restated Joint Disclosure Statement describing Amended Joint
Chapter 11 Plan dated April 22, 2024.
The Debtors` principal operations are located at 8041 Haywood
Taylor Boulevard, Sebring, Florida (the "E-Stone Real Property ").
E-Stone leases the E-Stone Real Property from the Sebring Airport
Authority.
The approximate amount that E-Stone owes to unsecured creditors
(not including deficiency claims of partially secured or wholly
undersecured, creditors) is approximately $3,939,094.68, which
primarily consists of amounts owed to vendors. In addition,
Rocksolid, Inc. owes approximately $8,853,342.46 to unsecured
creditors, not including any deficiency claims owed to partially
secured or wholly undersecured, creditors. In addition, Rocksolid,
LLC has contingent liabilities arising from guaranty agreements.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 4A consists of all Allowed General Unsecured Claims
against E-Stone not otherwise classified in the Plan. Within ten
days after the Effective Date, E-Stone shall make a lump sum
payment of $50,000.00 to Holders of Allowed Unsecured Claims whom
shall receive their Pro Rata Share of such distribution in full
satisfaction of such Allowed Unsecured Claims. Class 4A is
Impaired.
* Class 4B consists of all Allowed General Unsecured Claims
against Rocksolid Inc not otherwise classified in the Plan. Within
ten days after the Effective Date, Rocksolid Inc. shall make a lump
sum payment of $45,000.00 to Holders of Allowed Unsecured Claims
whom shall receive their Pro Rata Share of such distribution in
full satisfaction of such Allowed Unsecured Claims. Class 4B is
Impaired.
* Class 4C consists of all Allowed General Unsecured Claims
against Rocksolid LLC not otherwise classified in the Plan. Within
ten days after the Effective Date, Rocksolid LLC. shall make a lump
sum payment of $5,000.00 to Holders of Allowed Unsecured Claims
whom shall receive their Pro Rata Share of such distribution in
full satisfaction of such Allowed Unsecured Claims. Class 4C is
Impaired.
* Class 5A consists of Equity Interests in E-Stone. The
existing Class 5A Equity Interests shall be extinguished and the
Holders of the Class 5A Equity Interests shall purchase new Equity
Interests in E-Stone for the sum of $150,000.00. To the extent
necessary for confirmation purposes, this sale price shall be
treated as a new value contribution for the new Equity Interests.
Class 5A is Impaired.
* Class 5B consists of Equity Interests in Rocksolid Inc. The
existing Class 5B Equity Interests shall be extinguished and the
Holders of the Class 5B Equity Interests shall purchase new Equity
Interests in Rocksolid Inc. for the sum of $100,000.00. To the
extent necessary for confirmation purposes, this sale price shall
be treated as a new value contribution for the new Equity
Interests. Class 5B is Impaired.
* Class 5C consists of Equity Interests in Rocksolid LLC. The
existing Class 5C Equity Interests shall be extinguished and the
Holders of the Class 5C Equity Interests shall purchase new Equity
Interests in Rocksolid LLC for the sum of $50,000.00. To the extent
necessary for confirmation purposes, this sale price shall be
treated as a new value contribution for the new Equity Interests.
Class 5C is Impaired.
The Plan provides for the reorganization of the Debtors through a
restructuring of debt and continued operations. The Plan shall be
implemented on the Effective Date.
On the Effective Date, all Assets of the Estate (including the
Causes of Action and the Cause of Action Recoveries) shall vest in
the applicable Reorganized Debtor, free and clear of any and all
Liens, Debts, obligations, Claims, Cure Claims, Liabilities,
encumbrances, and all other interests of every kind and nature, and
the Confirmation Order shall so provide.
A full-text copy of the First Amended and Restated Disclosure
Statement dated April 22, 2024 is available at
https://urlcurt.com/u?l=UaNSSl from PacerMonitor.com at no charge.
Attorney for the Debtors:
Edward J. Peterson, Esq.
JOHNSON POPE BOKOR RUPPEL & BURNS, LLP
401 E. Jackson Street, Ste. 3100
Tampa, FL 33602
Telephone: (813) 225-2500
E-mail: epeterson@jpfirm.com
About E-Stone USA Corporation
E-Stone USA Corporation and affiliates specialize in the
manufacture and distribution of marble aggregate construction
products and related materials.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on December
28, 2023. In the petition signed by Ilaria Di Landro, chief
financial officer, the Debtor disclosed up to $10 million in assets
and up to $50 million in liabilities.
Judge Peter D. Russin oversees the case.
Edward J. Peterson, Esq., at Johnson, Pope, Bokor, Ruppel & Burns,
LLP, is the Debtor's legal counsel.
ECI PHARMACEUTICALS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: ECI Pharmaceuticals LLC
5311 NW 35th Ter
Fort Lauderdale, FL 33309
Business Description: ECI Pharmaceuticals, LLC is a privately-held
U.S. manufacturer of generic prescription
pharmaceuticals. ECI performs
pharmaceutical research and development, as
well as, markets/distributes a broad range
of generic prescription products in many
therapeutic categories and dosage forms.
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-14430
Judge: Hon. Scott M. Grossman
Debtor's Counsel: Aaron A Wernick, Esq.
WERNICK LAW PLLC
2255 Glades Road 324A
Boca Raton FL 33431
Tel: (561) 961-0922
Email: awernick@wernicklaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fedner Destine as CEO.
A copy of the Debtor's lists 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/QUI7YYA/ECI_Pharmaceuticals_LLC__flsbke-24-14430__0001.0.pdf?mcid=tGE4TAMA
ELECTRIQ POWER: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
Electriq Power Holdings, Inc., a trusted provider of intelligent
energy storage and management solutions for homes and small
businesses, on May 3 disclosed that the Company has filed a
voluntary petition for relief under Chapter 7 of the U.S.
Bankruptcy Code. The filing with the U.S. Bankruptcy Court for
Delaware will result in federal appointment of a bankruptcy trustee
to liquidate the Company's assets and distribute any proceeds.
The filing follows an investigation conducted by the Board of
Directors, which concluded it is in the best interest of the
Company and its investors, creditors, former employees, and other
interested parties to file for Chapter 7 relief.
About Electriq Power
Electriq (NYSE/OTC:ELIQ), founded in 2014 in Silicon Valley,
provides turnkey intelligent energy storage and management
solutions for homes and small businesses. Electriq's solutions
deliver always-available, low-cost clean energy, even during
intermittent outages and inclement weather. Those solutions enable
cities, municipalities, and utilities to provide their constituents
with a path to sustainable and resilient sources of energy,
regardless of socio-economic status.
ELEVENONE INC: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: ElevenOne, Inc.
d/b/a Mooyah Burgers Fries & Shakes
107 Jasmine Court
Gallatin, TN 37066
Chapter 11 Petition Date: May 1, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-01556
Judge: Hon. Charles M. Walker
Debtor's Counsel: Jay R. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
908 Harpeth Valley Place
Nashville, TN 37221
Tel: 615-256-8300
Fax: 615-255-4516
Email: jlefkovitz@lefkovitz.com
Total Assets: $313,460
Total Liabilities: $1,036,826
The petition was signed by John C. Rightmyer as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VESGO6I/ELEVENONE_INC__tnmbke-24-01556__0001.0.pdf?mcid=tGE4TAMA
EXPRESS INC: Court OKS $224MM DIP Loan From Wells Fargo and ReStore
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Express, Inc. and affiliates to use cash collateral and obtain
postpetition financing, on an interim basis.
The Debtor is permitted to obtain $224 million in
Debtor-in-possession revolving and term loan credit facilities. The
DIP Facilities are:
a. a first lien senior secured debtor-in-possession revolving
credit facility in an initial aggregate principal amount of up to
approximately $161 million, consisting entirely of revolving
commitments from a consortium of lenders, agented by Wells Fargo
Bank, National Association.
b. a second lien senior secured debtor in possession
single-draw term facility from a consortium of Lenders, agented by
ReStore Capital, LLC, consisting of (i) single-draw Second Lien New
Money Term Loans in the aggregate principal amount of up to
approximately $25 million, and (ii) a roll-up of remaining
obligations under the Prepetition Second Lien Term Credit
Agreement.
The DIP Facilities are due and payable on the earliest to occur
of:
(a) the date that is 120 days after the Petition Date;
(b) the effective date of a plan of reorganization;
(c) the date of consummation of a sale of all or substantially
all of the Debtors' assets under 11 U.S.C. Section 363; provided
that with respect to the Second Lien DIP Credit Agreement only, if
the Debtors and the Second Lien DIP Term Lenders agree on an
Updated Budget to apply to the liquidation by the Store Closing
Agents of the stores not covered by such sale of all or
substantially all assets, then the Maturity Date of the Second Lien
DIP Credit Agreement will not be triggered pursuant to his clause
(c); and
(d) the date the First Lien DIP ABL Collateral Agent provides
written notice to the Borrower of the election to accelerate all
First Lien DIP ABL Obligations following the occurrence of an event
of default under the First Lien DIP ABL Facility Documentation
consistent with the DIP Orders and the First Lien DIP ABL Facility
Documentation.
The Debtors are required to comply with these milestones:
1. File Motion to approve Store Closing Agreement with respect
to 95 stores acceptable to the DIP Agents: Petition Date;
2. File Bidding Procedures Motion acceptable to the DIP Agents
and Required DIP Lenders, which will contemplate a going concern
sale of all or substantially all of the remaining stores and, in
the alternative, (ii) orderly liquidation of all of the Company's
assets, including (without limitation) an entire chain liquidation
of all stores and all the assets relating thereto;
3. Entry of Store Closing Interim Order acceptable to the DIP
Agents, which must include approval for the Store Closing Agents to
act as the liquidation agents pursuant to the Store Closing
Agreement for any stores not included in the Going Concern Sale on
the terms and conditions contained in the Store Closing Agreement;
4. Entry of Interim DIP Order acceptable to the DIP Agents;
5. Entry of Final DIP Order acceptable to the DIP Agents by
May 22, 2024;
6. Entry of Order approving Bidding Procedures Motion
acceptable to the DIP Lenders by May 22, 2024;
7. Either, in form and substance acceptable to the DIP Agents
and First Lien DIP ABL Required Lenders:
(i) Entry into a "stalking horse" purchase agreement
for a Going Concern Sale that has no financing or due diligence
outs and is otherwise in accordance with these milestones; or
(ii) Entry into a "stalking horse" agreement in the
form of an agreement for a Liquidation (either pursuant to a fee
deal or equity deal). May 22, 2024.
If a Going Concern Purchase Agreement is entered into by the 30th
day following the Petition Date the following additional milestones
will apply:
1. File GC Purchase Agreement with the Court: May 23, 2024
2. Bid Deadline for Going Concern Sale: June 3, 2024
3. Final Store List delivered to DIP Lenders and Debtors for
Going Concern Sale: June 3, 2024
4. Auction Date for Going Concern Sale: June 5, 2024
5. Entry of Sale Order: June 7, 2024
6. Closing of Going Concern Sale: June 10, 2024
If a Going Concern Purchase Agreement is entered into by the 30th
day following the Petition Date the following additional milestones
will apply:
1. Bid Deadline for Liquidation: May 24., 2024
2. Auction Date for Liquidation: May 28, 2024
3. Entry of Order Approving Liquidation Bid: May 30, 2024
4. Commencement of Liquidation: May 31, 2024
The Debtors filed for Chapter 11 due to a severe liquidity crisis
and require postpetition incremental financing to continue
operating their businesses and effectuate a value-maximizing going
concern sale transaction. They explored various liquidity
solutions, including seeking potential buyers for a going concern
sale and leveraging the $49 million CARES Act refund. However, due
to insufficient liquidity, a cash dominion period occurred, and the
Debtors had to pay the full balance of the refund to the ABL
Lenders. They initiated a marketing process for a going concern
sale transaction with the help of their proposed investment banker,
Moelis & Company LLC. However, the accelerated marketing process
was unlikely to yield a sale transaction partner. The Phoenix LOI,
a non-binding letter of intent, will serve as a stalking horse bid
in the in-court sale process.
As of the Petition Date, the Debtors have approximately $188.9
million in total funded debt obligations that include:
$105.7 million in aggregate principal amount outstanding under
the Prepetition ABL Facility; and
$63.1 million in aggregate principal amount outstanding under
the Prepetition FILO Term Loan Facility.
As adequate protection for the use of cash collateral, the First
Lien Prepetition ABL Secured Parties are granted replacement liens
on the collateral securing the First Lien DIP ABL Obligations that
will be junior to the liens on the collateral securing the First
Lien DIP ABL Obligations and any Permitted Liens (as defined in the
DIP ABL Credit Agreement) but senior to all other liens on the
collateral securing the First Lien DIP ABL Obligations.
The Second Lien Prepetition Term Secured Parties are granted
replacement liens on the collateral securing the Second Lien DIP
Term Obligations that will be junior to the liens on the collateral
securing the Second Lien DIP Term Obligations and any Permitted
Liens but senior to all other liens in the collateral securing the
Second Lien DIP Term Obligations.
A final hearing on the matter is set for May 16, 2024 at 1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=cTlDNk
from Stretto, the claims agent.
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.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April
22, 2024. In the petition signed by Stewart Glendinning, chief
executive officer, the Debtor disclosed $1,298,055,000 in assets
and $1,199,781,226 in liabilities.
The Debtors tapped KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS
INTERNATIONAL LLP as bankruptcy counsel, KLEHR HARRISON HARVEY
BRANZBURG LLP as local bankruptcy counsel, MOELIS & COMPANY LLC as
investment banker, M3 ADVISORY PARTNERS, LP as restructuring
advisor, and STRETTO, INC. as claims agent.
Stephen L. Iacovo, Esq., at Ropes & Gray LLP serves as counsel to
ReStore Capital, LLC, as Agent to the FILO Lenders. ReStore is also
the agent under a second lien senior secured DIP single-draw term
facility. AlixPartners LLP serves as advisor to the DIP Agents.
Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G.
Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells
Fargo Bank, National Association, as First Lien ABL Agent. Wells
Fargo is also the agent under a first lien senior secured DIP
revolving credit facility.
FIRST QUALITY: Court OKs Cash Collateral Access
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Broward Division, authorized First Quality Laboratory, Inc. to use
cash collateral, on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay the ordinary
and necessary operating expenses on according to the budget.
On October 13, 2017, the Debtor executed a note and security
agreement in favor of TD Bank, N.A. T.D. Bank filed a secured proof
of claim (Claim No. 2) for $66,262, plus attorney fees and
post-petition interest as a fully secured creditor.
The Debtor's review of the UCC-1 registry confirms that TD Bank,
N.A. is the first priority secured creditor by the filing of a
UCC-1 Financing Statement with the Florida Secured Transaction
Registry on November 3, 2017 under Filing No. 201703158049, and has
a lien on upon all assets of the Debtor.
The UCC-1s were filed thereafter:
a. Small Business Administration filed a UCC-1 Financing Statement
on July 3, 2020 under Filing No. 2020003113280;
b. Corporation Service Company, as Representative, filed a UCC-1
Financing Statement on October 15, 2020 under Filing No.
202005057159;
c. Corporation Service Company, as Representative, filed a UCC-1
Financing Statement on September 8, 2023 under Filing No.
202302471197; and
d. Corporation Service Company, as Representative, filed a UCC-1
Financing Statement on December 11, 2023 under Filing No.
202303350342.
The Subordinate Security Interests are junior and inferior to the
lien of TD Bank, N.A. on the cash collateral of Debtor, and Debtor
will file a separate motion to value and/or strip those liens.
The Debtor's schedules reflect that as of the Petition Date, Debtor
had $9,504 in deposit accounts, $118,703 in accounts receivable,
$39,499 in office equipment and furniture, $27,619 in computer
software, and $260,269 in other medical equipment.
As adequate protection, TD Bank will have valid, attached, choate,
enforceable, perfected, and continuing security interests in, and
liens upon, all post-petition assets of the Debtor of the same
character and type, to the same nature, extent, and validity as the
items and encumbrances of TD Bank.
The Debtor will pay TD Bank monthly adequate protection payments
due on the 1st of each month in the amount of $2,000 beginning as
of December 1, 2023, which will be paid the first of each month.
Any adequate protection payments that are past due prior to the
entry of the Order will be made no later than April 30, 2024
A final hearing on the matter is set for May 16 at 3 p.m.
A copy of the order is available at https://urlcurt.com/u?l=NRUXfk
from PacerMonitor.com.
About First Quality Laboratory
First Quality Laboratory, Inc., owns and operates a medical
laboratory in Hollywood, Fla.
First Quality Laboratory filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-19831) on Nov. 29, 2023, with $1 million to $10 million in both
assets and liabilities. Luz F. Garcia, vice president, signed the
petition.
Judge Peter D. Russin oversees the case.
The Debtor is represented by Gary M. Murphree, Esq., at Am Law,
LLC.
FREEDOM PLUMBERS: Court OKs Cash Collateral Access Thru July 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized Freedom Plumbers Corporation to use
cash collateral, on a final basis, in accordance with the budget
and its agreement with the U.S. Internal Revenue Service, through
July 27, 2024.
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 Debtor is directed to continue to make adequate protection
payments to the IRS in the amount of $2,500 per month.
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 order is available at https://urlcurt.com/u?l=8kkXkW
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.
FUSE GROUP: Amends LOI to Extend Closing Deadline to May 31
-----------------------------------------------------------
Fuse Group Holding Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commisssion that on April 25, 2024, the
Company, Beijing Catering Inc. and Fengyuan Jia entered into a LOI
Extension Agreement to amend the Letter of Intent that was
originally entered by the parties on Dec. 28, 2023, as disclosed in
the Form 8-K filed by the Company on Dec. 29, 2023. The LOI
Extension Agreement extends the deadline for the closing of
potential acquisition to May 31, 2024. The LOI terminates if the
closing does not occur before May 31, 2024 or has not been extended
or if either party provides a written notice of termination to
other parties.
About Fuse Group
Headquartered in Arcadia, CA, Fuse Group Holding Inc. currently
develops opportunities in mining, biotech and consulting areas. On
Dec. 6, 2016, the Company incorporated Fuse Processing, Inc. in the
State of California. Processing seeks business opportunities in
mining and is currently investigating potential mining targets in
Asia and North America. Fuse Group is the sole shareholder of
Processing.
As reflected in the accompanying consolidated financial statements,
the Company had an accumulated deficit of $7,972,163 at Dec. 31,
2023, the Company incurred net loss of $63,144 for the three months
ended Dec. 31, 2023, and the Company had cash outflow from
operating activities of $73,147 for the three months ended Dec. 31,
2023. The Company said these raise substantial doubt about its
ability to continue as a going concern.
GRANT THORNTON: S&P Assigns 'B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Chicago-based accounting and professional services firm Grant
Thornton Advisors LLC. At the same time, S&P assigned its 'B'
issue-level and '3' recovery ratings to the proposed senior secured
credit facility. The '3' recovery rating indicates its expectation
for meaningful (50%-70%; rounded estimate: 55%) recovery for
lenders in the event of a payment default.
The stable outlook reflects S&P's expectation that Grant Thornton
will organically grows revenue in the mid-single-digit percent area
and realize several cost efficiencies. It expects S&P Global
Ratings-adjusted debt in the mid-5x area by the end of 2024.
Private-equity sponsor New Mountain Capital and coinvestors have
entered into an agreement to acquire a majority stake in Grant
Thornton.
S&P said, "The 'B' issuer credit rating on Grant Thornton is based
on our assessment of the company as a national professional
services provider in the highly competitive and mature audit, tax,
and advisory industry. The rating also reflects our expectation for
elevated S&P Global Ratings-adjusted leverage in the mid-5x area at
year-end 2024. Additionally, we view New Mountain Capitals
ownership as a risk because we believe financial-sponsor owners are
more likely to engage in debt-financed acquisitions and shareholder
returns. However, we believe Grant Thornton is well positioned to
continue to modestly grow its revenue and EBITDA base.
"Grant Thorton benefits from strong brand recognition in an
industry we view as noncyclical, regulatory-driven, and with high
levels of reoccurring revenue, though we believe its limited
pricing power and market share will impair its ability to scale
organically. Grant Thornton is one of the largest accounting firms
in the U.S., with revenue of over $2 billion in fiscal year 2023.
The company has limited acquisition history and has grown
organically due to high levels of customer retention. Grant
Thornton receives a high percentage of its fees from recurring and
nondiscretionary services, which provides good visibility for
future revenue and cash flow generation. Additionally, the company
benefits from low concentration by client, partner, and industry."
The company competes in the next tier of accounting firms outside
the "big four" and serves clients that have a strong national, but
limited international, presence. A large majority of its clients
have revenue of $100 million-$10 billion, so there is limited
competitive overlap between the big four and regional accounting
firms. However, S&P believes Grant Thornton has limited pricing
power because it must compete with other national players based on
billing rates.
S&P said, "We expect modest margin expansion from increased
offshoring and technology investments to increase efficiency. Grant
Thornton has been increasing its offshoring strategy in the past
several years because management believes using offshored talent
provides operating leverage. We expect the use of overseas talent
to continue to grow in all three segments. As a result, we
anticipate its S&P Global Ratings-adjusted margins will modestly
improve in the coming years. We forecast its margins will be
approximately 15% in 2024, which is in line with rated peers.
"We expect Grant Thornton's S&P Global Ratings-adjusted leverage to
be elevated in the mid-5x area in 2024, which we view as elevated
but adequate for the rating. Despite the company's high leverage,
we expect solid cash generation as it benefits from low capital
expenditure (capex) requirements. We expect the company's cash flow
generation will provide flexibility for future acquisitions.
Nevertheless, due to the financial-sponsor majority ownership, we
believe potential shareholder distributions could limit its ability
to deleverage.
"The stable outlook reflects our expectation that Grant Thornton
will organically grow revenue in the mid-single-digit percent area
and realize several cost efficiencies. We expect its S&P Global
Ratings-adjusted debt leverage to be in the mid-5x area by the end
of 2024.
"We could lower our rating on Grant Thornton if its leverage
exceeds 6.5x or its free operating cash flow (FOCF) to debt
declines below 5% on a sustained basis. This could occur if the
company undertakes debt-financed shareholder returns or
acquisitions or has a significantly weaker-than-expected operating
performance compared with our base-case assumptions."
S&P could raise the issuer credit rating if Grant Thornton
exhibits:
-- A track record of expanding scale modestly while maintaining
solid operating margins; and
-- A financial policy that reduces leverage below 5x on a
sustained basis, incorporating potential dividends and
debt-financed acquisitions.
Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. S&P believes
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns.
GRS RESTAURANT: Has Deal on Cash Collateral Access
--------------------------------------------------
GRS Restaurant Group, Inc. and Comerica Bank advised the U.S.
Bankruptcy Court for the Northern District of California, San
Francisco Division, that they have reached an agreement regarding
the Debtor's continued use of cash collateral and now desire to
memorialize the terms of this agreement into an agreed order.
Comerica consents to the Debtor's interim use of cash collateral,
subject to the terms and conditions of the Stipulation and the
Prior Cash Collateral Stipulations, including the prior
Court-approved grants of Adequate Protection by GRS to Comerica.
Such consent to use of cash collateral arises upon approval of the
Stipulation by the Court in an order entered on the docket in the
bankruptcy case and continues through the earliest of (a) May 31,
2024, (b) the effective date of a Chapter 11 plan, or (c) a
Termination Date, as set forth in the Prior Cash Collateral
Stipulations. Upon the occurrence of the earliest of (a), (b), or
(c), the consent will be automatically and immediately deemed
withdrawn.
The Debtor's authorization to use Comerica's cash collateral under
the Stipulation will automatically expire at the end of the Term
(unless Comerica and GRS farther extend the expiration date by
written agreement). Approval of the Stipulation by the Court will
constitute authority by the Court that the Parties may further
extend the Stipulation on similar terms without the necessity or
requirement of further Court approval.
The effectiveness of the Stipulation is conditioned on each of the
following occurring: (a) the Parties signing and circulating a
fully-executed PDF version of the Stipulation for filing with the
Court, and (b) the Court entering an order approving the
Stipulation.
A copy of the stipulation is available at
https://urlcurt.com/u?l=M32y6y from PacerMonitor.com.
About GRS Restaurant
GRS Restaurant Group, Inc., doing business as Stacks, operates in
the restaurant industry. It is based in Burlingame, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Gina Klump, Esq., at the
Law Office of Gina R. Klump, has been appointed as Subchapter V
trustee.
Judge Hannah L. Blumenstiel oversees the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the
Debtor as counsel.
HAMILTON PROJECTS: Moody's Ups Rating on Secured Loans to Ba3
-------------------------------------------------------------
Moody's Ratings has upgraded Hamilton Projects Acquiror, LLC's
(HPA) to Ba3 from B1 on its senior secured credit facilities
consisting of a senior secured term loan due June 2027 and a senior
secured revolving credit facility due in June 2025. The outlook is
stable.
RATINGS RATIONALE
The upgrade of HPA's senior secured debt to Ba3 considers strong
cash flow generation over the past year that has led to a
substantial debt reduction. For full year 2023, the project had
debt service coverage ratios (DSCR) and Project CFO to Debt cash
flow metrics of 2.6x and 20%, respectively, leading to excess cash
flow generation that was used to pay down debt. As of the end of
March 2024, Moody's understand HPA had around $781 million
outstanding on its term loan compared to $950 million following a
debt upsizing in April 2023, an approximately 18% decline in total
debt outstanding in 11 months. The project's strong cash flow was
supported by its rolling hedging program that provides
predictability to merchant energy margins up to 18-24 months ahead.
Looking forward, Moody's expect the project's extensive hedging in
2024 should substantially mitigate the potential for challenging
wholesale power markets due to high natural gas inventories.
Additionally, Moody's assume the project will continue to roll
forward its energy hedging program consistent with its past
results.
The project's credit quality is further supported by the strong
competitive position of its two combined cycle plants in PJM, known
capacity prices through May 2025, and typical project finance 'B'
loan protections. High efficiency, strong operations, attractively
priced fuel from the Marcellus shale, and low fuel transportation
costs support the projects' competitive position. Additionally,
long term service agreements (LTSAs) with a subsidiary of Siemens
Aktiengesellschaft (Siemens: Aa3 stable), some diversification as a
two-asset portfolio, and the involvement of Carlyle and Cogentrix
as the sponsor and operator, respectively are credit positives. On
the latter, both Carlyle and Cogentrix are highly experienced in
the power sector and have delivered on operational and commercial
improvements.
The rating also recognizes the project's longer term exposure to
energy price risk and uncertain capacity prices post-May 2025 that
represent the greatest risk drivers for the issuer. The inherent
high volatility of the energy margins was more recently
demonstrated by a substantial downward shift to natural gas and
power prices in 2023 from 2022 due to declining natural gas prices.
HPA's energy hedges served to mitigate the impact of the decline.
Moody's also consider likely higher interest costs for the project
as its in-the-money interest rate hedge will expire in 2025 and
upcoming major maintenance spending in 2025 and 2026.
RATING OUTLOOK
The stable outlook considers HPA's rolling hedging program and
Moody's expectations that HPA will achieve Project CFO to Debt well
above 10% and DSCR well above 2.0x over time.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
HPA's rating could be upgraded if it is able to pay down debt
greater than expected or is able to significantly extend hedging of
energy and capacity while maintaining strong financial metrics.
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
The project's rating can be downgraded if it incurs a major
unexpected outage which negatively impacts future financial
performance or financial metrics are substantially weaker than
expected.
Profile
Hamilton Projects Acquiror, LLC (HPA) owns two combined cycle gas
fired plants located in Pennsylvania consisting of the 848 MW
Liberty Energy Center (Liberty) and 857 MW Patriot Energy Center
(Patriot) plants. Both projects reached commercial operations in
2016 and utilize Siemens SGT6 8000H turbines. HPA sells power into
PJM on a merchant basis and capacity into PJM's MAAC region.
Carlyle Power Partners II, L.P., a fund managed by The Carlyle
Group (Carlyle) owns 75% of the borrower while the remaining 25% is
owned by BCPG Public Company, Limited (BCPG).
The principal methodology used in these ratings was Power
Generation Projects published in June 2023.
HEALTH ALLIANCE: A.M. Best Affirms B(Fair) FS Rating
----------------------------------------------------
AM Best has removed from under review with negative implications
and affirmed the Financial Strength Rating (FSR) of B (Fair) and
the Long-Term Issuer Credit Rating (Long-Term ICR) of "bb" (Fair)
of Health Alliance Medical Plans, Inc. and its wholly owned
subsidiary, Health Alliance-Midwest, Inc. Both companies are
domiciled in Champaign, IL and collectively are referred to as
Health Alliance. The outlook assigned to these Credit Ratings
(ratings) is negative. Concurrently, AM Best has withdrawn these
ratings as the companies have requested to no longer participate in
AM Best's interactive rating process. This rating action serves as
AM Best's final rating update for these companies.
The ratings reflect Health Alliance's balance sheet strength, which
AM Best assesses as weak, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management (ERM). In addition, the ratings consider the
support provided to the organization by its ultimate parent, The
Carle Foundation, as Health Alliance plays an integral role within
The Carle Foundation's integrated health care delivery system.
Prior to the withdrawals, the under review with negative
implications status of the FSR and Long-Term ICR for Health
Alliance reflected AM Best's concern about the uncertainty
regarding the timing of improvement in risk-adjusted capitalization
and a materially higher than expected net loss projected at
year-end 2023. The company's capital increased at year-end 2023,
driven by a capital contribution from The Carle Foundation in the
form of a surplus note and a favorable change in net unrealized
capital gains, partially offset by a significant net loss. AM Best
remains concerned about the level of risk-adjusted capitalization
and unfavorable operating performance.
HIGHLAND GROUP: Hires Forchelli Deegan as Bankruptcy Counsel
------------------------------------------------------------
Highland Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Forchelli Deegan
Terrana as its bankruptcy counsel.
The firm will render these services:
a. give the Debtor legal advice with respect to the powers and
duties as a debtor-in-possession;
b. prepare applications, answers, orders, reports and other
legal documents on behalf of the Debtor in connection with the
Chapter 11 proceeding; and
c. attend meetings and negotiate with representatives of
creditors and other parties in interest, attend court hearings; and
advise the Debtor on the conduct of its Chapter 11 case;
d. perform all other legal services for the Debtor which may
be necessary in this Chapter 11 case; and
e. advise and assist the Debtor regarding aspects of the plan
confirmation process, including, but not limited to, negotiating
and drafting a plan of reorganization or liquidation and
accompanying disclosure statement, securing the approval of a
disclosure statement, soliciting votes in support of plan
confirmation, and securing confirmation of the plan.
Forchelli Deegan will be paid at these hourly rates:
Attorneys $335 to $765
Paralegals $150 to $280
The Forchelli Firm has received a retainer from the Debtor in the
amount of $37,500 plus the filing fee of $1,738.
The Forchelli Firm is a "disinterested person" as that term is
defined in Bankruptcy Code Sec. 101(14), according to court
filings.
The firm can be reached through:
Gerard R. Luckman, Esq.
FORCHELLI DEEGAN TERRANA LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Tel: 516-812-6291
E-mail: GLuckman@forchellilaw.com
About Highland Group, LLC
Highland Group is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)). The Debtor owns the real property
located at 60 Jon Barrett Road, Patterson, New York 12563 having a
current value of $6.06 million.
Highland Group, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-35296) on March 27, 2024, listing $6,064,000 in assets and
$7,217,008 in liabilities.
Judge Cecelia G Morris presides over the case.
Gerard R. Luckman, Esq. at Forchelli Deegan Terrana represents the
Debtor as counsel.
HOLLYWOOD LOFTS: Court OKs Cash Collateral Access Thru May 17
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Hollywood Lofts LLC to use cash collateral on an interim
basis, in accordance with the budget, with a 10% variance, through
May 17, 2024.
The Debtor requires the use of cash collateral to pay the operating
expenses that will allow it to continue its ordinary course
business operations.
Wells Fargo Bank, National Association, as Trustee for the
Registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Multifamily Mortgage Passthrough Certificates,
Series 2017-K724 assert an interest in the Debtor's cash
collateral.
Wells Fargo has requested authority to timely pay (i) the
first-half real property taxes levied on the Property that will be
due on April 30, 2024, and (ii) the annual premium associated with
insurance coverage on the Property, in both cases from funds
currently held in a reserve account that the Debtor previously
funded and Wells Fargo maintain for that purpose. The Debtor
consents to Wells Fargo's timely paying the First-Half Taxes from
the Tax Reserve Account and the premium for insurance renewal from
the Insurance Reserve Account.
On September 8, 2016, KeyBank National Association loaned the
Debtor $9.8 million evidenced by a promissory note and secured by a
Multifamily Deed of Trust, Assignment of Rents and Security
Agreement. The Deed of Trust was recorded against the Property in
the King County Recorder's Office on September 8, 2016 as
Instrument No. 20160908001127. Id. After an intermediate transfer
to the Federal Home Loan Mortgage Corporation, Freddie Mac assigned
and transferred its interest in the Loan and Property to Wells
Fargo on January 25, 2017, and those assignments and transfers were
recorded in the King County Recorder's Office on January 26, 2017
as Instrument No. 20170126000966. Wells Fargo's lien is the only
lien recorded against the Property and the Debtor is not aware of
any other entities holding or claiming an interest in cash
collateral.
As of the Petition Date, the amount Wells Fargo alleges that it is
owed is approximately $9.37 million. Wells Fargo therefore enjoys
an equity cushion in its real estate collateral of about 34%.
As adequate protection for the Debtor's use of cash collateral:
a. Wells Fargo is granted valid, binding, enforceable and perfected
replacement liens on and security interests in all Postpetition
Collateral, to the same extent and with the same validity and
priority as Wells Fargo's liens on prepetition collateral;
b. The Debtor will continue to maintain insurance on its assets as
the same existed as of the Petition Date, with Wells Fargo named as
additional insured, mortgagee insured and loss payee. For the
avoidance of doubt, the Security Interests extend to insurance
proceeds to the same extent as such Security Interest extend to
insurance proceeds prepetition.
c. In accordance with 11 U.S.C. section 507(b), if, notwithstanding
the foregoing protections, Wells Fargo has a claim allowable under
11 U.S.C. section 507(a)(2) arising from the stay of action against
the prepetition collateral from the use, sale, or lease of such
collateral, or from the granting of any lien on the collateral,
then Wells Fargo's claim will have priority over every other claim
and administrative expense allowable under 11 U.S.C. section
507(a)(2), in any amount equal to the decrease, if any, in the
value of Wells Fargo's interest in the prepetition collateral as a
result of the Debtors' use of cash collateral.
A final hearing on the matter is set for May 14, 2024 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=QjKgWo
from PacerMonitor.com.
About Hollywood Lofts LLC
Hollywood Lofts LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor owns real
property and improvements thereon located at 127 Broadway East,
Seattle, WA 98102, commonly known as the Hollywood Lofts having an
appraised value of $14.1 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10916) on April 15,
2024. In the petition signed by Ron E. Amundson, manager, the
Debtor disclosed $14,278,613 in assets and $9,396,079 in
liabilities.
Judge Christopher M. Alston oversees the case.
James L. Day, Esq., at BUSH KORNFELD LLP, represents the Debtor as
legal counsel.
HOTOPP PROPERTIES: Seeks Cash Collateral Access
-----------------------------------------------
Hotop Properties, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Western Division, for authority to
use cash collateral and provide adequate protection.
The Debtor operates a properly management company from leased
premises at 222 H. Church St.. Sandwich IL. The Debtor leases both
residential and commercial property. The Debtor incurred a
substantial additional debt by reason of a judgment obtained
against the Debtor in the Circuit Court of DeKalb County. Although
the Debtor has appealed that judgment, it was not able to post a
bond to stay collection. In addition, the Debtor faces foreclosure
and appointment of a receiver by Heartland Bank on two of its
properties. A liquidation of the Debtor at forced sale, or
foreclosure prices will not be in the interest of the Debtor or its
creditors and as such. The Debtor seeks to reorganize under Chapter
11 Subchapter V.
Prior to the Petition Date, the Debtor borrowed certain sums of
money from Midland States Bank, pursuant to certain promissory
notes, business loan agreements, mortgages and collateral
assignments, and other agreements, instruments, certificates and
documents. As of the Petition Date, there was and remains due and
owing from the Debtor to the Secured Lender under the Midland
States mortgages the total amount, including principal and interest
of approximately $140,000. Midland States has valid first mortgages
on the Debtor's properly at 222 R. Church Street and 321 S. Wolfe
St.. Sandwich. II- Midland States has an assignment of rents as to
both properties.
Heartland Bank has a recorded first mortgages and assignment of
rents on the properties of the Debtor commonly known as 218 Eddy
St., Sandwich IL, and 315 S. Wolfe St. Sandwich, IL. As of filing,
the Debtor owes approximately $149,000 on the aforesaid mortgages.
In order to provide adequate protection and preserve the status
quo, the Debtor proposes to pay Midland States Bank adequate
protection in the sum of $ 1001, without prejudice to any final
determination as to lien priority or a lien avoidance under 547 (a)
and 506. In order to provide adequate protection to Heartland, the
Debtor proposes to pay Heartland the sum of $1900 without
prejudice.
The Debtor further proposes to: (1) for any diminution in value of
Secured Lenders interests in the cash collateral from and after the
Petition date, grant to both Secured Lenders a replacement lien on
all of the Debtor's assets; (2) for any diminution in value of
Secured Lenders interests in the cash collateral from and after the
Petition dale, grant to both Secured Lenders an administrative
expense claim pursuant to 11 U.S.C. Section 507(b).
A hearing on the matter is set for May 8, 2024 at 11 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=oX3k1c
from PacerMonitor.com.
About Hotopp Properties, Inc.
Hotopp Properties, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-80579) on May 1,
2024. In the petition signed by William L. Hotopp, president, the
Debtor disclosed up to $1 million in assets and up to $500,000 in
liabilities.
Richard G Larsen, Esq., at SpringerLarsen, LLC, represents the
Debtor as legal counsel.
HUNTERWOOD TECHNOLOGIES: Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Debtor: Hunterwood Technologies USA Ltd.
250 Charlesworth Avenue
P.O. Box 1688
Cochrane, Alberta T4C 1B6
Canada
Foreign Proceeding: Court of King's Bench of Alberta,
2403-02919, HSBC v. Hunterwood
Chapter 15 Petition Date: April 30, 2024
Court: United States Bankruptcy Court
Eastern District of Washington
Case No.: 24-00679
Judge: Hon. Whitman L. Holt
Foreign Representative: Ernst & Young Inc. as receiver for
Hunterwood Technologies USA Ltd.
Attn: Peter Chrisholm
2200 - 215 2nd Street NW
Calgary, Alberta T2P 1M4
Canada
Foreign
Representative's
Counsel: Alan D. Smith, Esq.
PERKINS COIE LLP
1201 Third Avenue, 40th Floor
Seattle WA 98101
Tel: (206) 359-8410
Email: adsmith@perkinscoie.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IRAGG7I/Hunterwood_Technologies_USA_Ltd__waebke-24-00679__0001.0.pdf?mcid=tGE4TAMA
ICON AIRCRAFT: Paul Weiss & Landis Rath File Rule 2019 Statement
----------------------------------------------------------------
The law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Landis Rath & Cobb LLP filed a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure to disclose that
in the Chapter 11 cases of Icon Aircraft, Inc., and affiliates, the
firms represent Derivative Litigation Plaintiffs.
In or around October 2020, certain of the Derivative Litigation
Plaintiffs engaged Paul, Weiss to represent the Derivative
Litigation Plaintiffs in connection with the Members' holdings of
the Equity Interests. In or around April 2024, the Derivative
Litigation Plaintiffs also engaged LRC to represent it in
connection with the Members' holdings of the Equity Interests.
The Derivative Litigation Plaintiffs, collectively, beneficially
own, manage, or control (or are the investment advisors or managers
for funds or entities that beneficially own, manage, or control)
the Equity Interests.
Counsel does not represent, or purport to represent any party other
than the Derivative Litigation Plaintiffs in these Chapter 11
Cases. Upon information and belief formed after due inquiry,
Counsel does not currently hold any claim against, or interest in,
the Debtors or their estates.
The Derivative Litigation Plaintiffs' address and the nature and
amount of disclosable economic interests held in relation to the
Debtors are:
1. Asset Management Company Venture Fund, L.P.
c/o Sean A. Mitchell
1285 Avenue of the
Americas, New York,
NY 10019
2. Kirk Hawkins
c/o Sean A. Mitchell
1285 Avenue of the
Americas, New York,
NY 10019
3. The Northern Trust Company as Trustee of the Philip M.
Condit IRA
c/o Sean A. Mitchell
1285 Avenue of the
Americas, New York,
NY 10019
4. Snowcrest Partners, LLC
c/o Sean A. Mitchell
1285 Avenue of the
Americas, New York,
NY 10019
5. Steen Strand
c/o Sean A. Mitchell
1285 Avenue of the
Americas, New York,
NY 10019
Counsel to the Derivative Litigation Plaintiffs:
LANDIS RATH & COBB LLP
Richard S. Cobb, Esq.
Joshua B. Brooks, Esq.
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
Email: cobb@lrclaw.com
brooks@lrclaw.com
- and -
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Jacob A. Adlerstein, Esq.
Jeffrey J. Recher, Esq.
Sean A. Mitchell, Esq.
Tyler F. Zelinger, Esq.
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
Email: jadlerstein@paulweiss.com
jrecher@paulweiss.com
smitchell@paulweiss.com
tzelinger@paulweiss.com
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
William A. Isaacson, Esq.
Melissa F. Zappala, Esq.
Claudia R. Tobler, Esq.
2001 K. Street, NW
Washington, DC 20006
Telephone: (202) 223-7300
Facsimile: (202) 223-7420
Email: wisaacson@paulweiss.com
mzappala@paulweiss.com
ctobler@paulweiss.com
About Icon Aircraft
ICON Aircraft, Inc., is an aircraft design and manufacturing
company focused on the creation of consumer-friendly, safe, and
technologically advanced aircrafts that make the adventure of
flying more accessible to mainstream consumers. The Company's
flagship production aircraft -- the ICON A5 -- is an amphibious
sport plane. ICON Aircraft was founded in 2006 in response to the
Federal Aviation Administration's ("FAA") establishment of the
light-sport aircraft ("LSA") category and the sport pilot license
("SPL") class.
ICON Aircraft and three of its affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Lead Case No.
24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed
by Thomas M. McCabe as chief restructuring officer, the Debtors
reported $100 million to $500 million in estimated assets and $100
million to $500 million in estimated liabilities.
Hon. Craig T. Goldblatt presides over the cases.
The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney
Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors'
claims and noticing agent.
IKE'S AIR: Seeks to Hire H. Anthony Hervol as Legal Counsel
-----------------------------------------------------------
Ike's Air Condition, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire the Law Office Of
H. Anthony Hervol as its counsel.
The Debtor requires legal counsel to:
(a) represent the Debtor in this Chapter 11 case and advise
the Debtor as to its rights, powers, and duties;
(b) negotiate and prepare one or more plans of reorganization
for the Debtor;
(c) represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in this
case;
(d) take necessary action to collect property of the estate
and file suits to recover the same, pursue or defend other
adversary proceedings as needed, or work with special counsel
appointed by the court to pursue or defend any adversary
proceedings;
(e) prepare legal papers;
(f) object to disputed claims;
(g) prepare and present of final accounting and motion for
final decree closing the bankruptcy case; and
(h) perform all other legal services for the Debtor.
The firm will be paid at its hourly rate of $325.
The firm received a retainer in the amount of $11,738.
H. Anthony Hervol, Esq., an attorney at Law Office of H. Anthony
Hervol, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Law Office of H. Anthony Hervol
22211 IH-10 West, Suite 1206-168
San Antonio, TX 78257
Tel: (210) 522-9500
Fax: (210) 522-0205
Email: hervol@sbcglobal.net
About Ike's Air Condition
Ike's Air Condition, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No.
24-50460) on March 24, 2024, with $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Michael M. Parker presides over the case.
H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol
represents the Debtor as bankruptcy counsel.
IMMANUEL SOBRIETY: Seeks to Hire Hahn Fife & Co. as Accountant
--------------------------------------------------------------
Immanuel Sobriety, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Hahn Fife &
Co., LLP as accountant.
The firm will provide these services:
a. provide financial advisory and accounting services to the
bankruptcy estate that include assistance with the preparation of
Monthly Operating Reports;
b. assist with the preparation of cash flows and projections;
c. assist with the formulation, preparation and confirmation
of a Plan of Reorganization;
d. review of financial documents; and
e. prepare estate tax returns and any other reasonable duties
as necessary or appropriate.
The firm will be paid at these rates:
Partners $510 per hour
Staffs $80 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald Fife, a partner at Hahn Fife & Company, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Donald T. Fife, CPA
Hahn Fife & Company, LLP
790 E. Colorado Blvd. 9th Floor
Pasadena, CA 91101
Tel: (626) 796-9123
Email: dhahn@hahnfife.com
About Immanuel Sobriety
Immanuel Sobriety Inc. provides drug and alcohol rehabilitation
programs and treatment services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10806) on March 2,
2023. In the petition signed by its chief executive officer,
Elizabeth Reid, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Wayne Johnson oversees the case.
The Law Office of Crystle J. Lindsey represents the Debtor as legal
counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
INDUSTRIAL SCREW: Court OKs Deal on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Industrial Screw Conveyors, Inc. to use
cash collateral on an interim basis in accordance with its
agreement with First Guaranty Bank and ISC Manufacturing, LLC.
The Debtor requires the use of cash collateral to pay only the
ordinary and necessary operating expenses of the Debtor for the
period of the Petition Date through and including 11:59 p.m. on
June 12, 2024.
The Parties have agreed to an extension of the Termination Date
through and including June 12, 2024.
As adequate protection in accordance with 11 U.S.C. Sections 362(d)
and 363(e), the Debtor will:
(a) Pay to First Guaranty Bank on May 10, 2024 and no later than
the 10th day of each successive month the amount of $41,077 as
adequate protection to be applied to debt service;
(b) Pay to First Guaranty Bank on May 10, 2024 and not later than
the 10th day of each successive month the additional amount of
$21,977, pursuant to 11 U.S.C. Section 362(d)(3)(b), to be applied
to debt service; and
(c) Provided the Debtor timely makes each of the payments required,
and otherwise is in full compliance with the terms of the Order,
the Debtor and ISC are permitted to spend up to $50,000 from the
First Guaranty Bank Collateral to make responsible and necessary
repairs to FGB's collateral, which is currently being used by ISC;
however, such expenditure will not reduce monthly payments to FGB
under the Order.
Unless otherwise agreed to in writing by FGB, the Debtor's right to
use cash collateral will expire on the earlier of: (a) the
Termination Date, unless extended by the terms of the Order, or
separate Order of the Court; (b) an Event of Default; or (c) the
Court entering a subsequent order terminating the Debtor's rights
to use cash collateral.
These events constitute an "Event of Default":
(1) Seven calendar-days following either of the Secured Lender's
delivery of a notice (either written or via e-mail) of a breach by
the Debtor of any obligations under this Order, which breach
remains uncured at the end of such seven calendar-day notice
period;
(2) The failure to make any payment timely to Secured Lender,
required by the Order, as and when due, and such non-payment
continues for a period of five calendar days following the due
date;
(3) Conversion of the Debtor's chapter 11 case to a case under
chapter 7 of the Bankruptcy Code;
(4) The appointment of a chapter 11 trustee or receiver under the
Bankruptcy Code;
(5) The entry of any order modifying, reversing, revoking, staying,
rescinding, vacating or amending the Order without the express
prior written consent of the Secured Lender (and no such consent
will be implied from any action, inaction, course of conduct or
acquiescence by the Secured Lender );
(6) The closing of a sale of all or substantially all of the
Debtor's assets;
(7) The lifting of the automatic stay for any other party other
than the Secured Lender authorizing such party to proceed directly
against the Collateral, or entry of a final order by the bankruptcy
court authorizing any party to foreclose or otherwise enforce any
lien or other right such other party may have in and to the
Property and/or any part of the Collateral.
A further hearing on the matter is set for June 12 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=w1T2eP
from PacerMonitor.com.
About Industrial Screw Conveyors
Industrial Screw Conveyors, Inc. is a single asset real estate. Its
business is located at 4133 Conveyor Drive, Burleson, Texas.
Industrial Screw Conveyors filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
23-30228) on Feb. 7, 2023, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities. William A. Hartley,
president of Industrial Screw Conveyors, signed the petition.
Judge Scott W. Everett oversees the case.
The Debtor is represented by Hayward, PLLC.
INSTA MOBILITY: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Insta Mobility, Inc. to use cash
collateral on an interim basis, in accordance with the budget.
The Debtors are authorized to use cash collateral to pay: (a)
amounts expressly authorized by the Court; (b) the current and
necessary expenses set forth in the budget, 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 Secured Creditors.
The Debtors are required to pay T-Mobile $161,867 in satisfaction
of outstanding amounts for invoices issued by T-Mobile to the
Debtor prior to the Petition Date.
The Secured Creditors are granted perfected post-petition liens
against cash collateral to the same extent and with the same
validity and priority as their respective prepetition liens,
without the need to file or execute any documents as may otherwise
be required under applicable nonbankruptcy law.
The Debtors will maintain insurance coverage in accordance with
their obligations as debtors-in-possession.
A continued hearing on the matter is set for May 31, 2024 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=8tIulq
from PacerMonitor.com.
About Insta Mobility Inc.
Insta Mobility Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00606) on March 1,
2024. In the petition signed by Hyuk J. Nam, sole shareholder, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Jason A. Burgess oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP,
represents the Debtor as legal counsel.
INTELSAT S.A.: S&P Places 'B+' ICR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating on
CreditWatch with positive implications on Intelsat S.A. S&P also
placed the issue-level ratings on Intelsat's super-priority
revolver and senior secured debt on CreditWatch with positive
implications.
S&P expects to resolve the CreditWatch when the transaction closes,
anticipated in the second half of 2025.
The CreditWatch placement follows SES's announcement that it will
acquire Intelsat, with Intelsat receiving approximately $3.1
billion in cash proceeds. S&P said, "We expect the transaction will
materially improve the combined entity's credit metrics and market
position within the fragmented satellite service industry. As a
result, we expect at least a one-notch upgrade of Intelsat, which
we rate 'B+'. The combined company expects about $220 million of
run-rate operating expense synergies and an additional $170 million
of capital expenditure synergies, 70% of which it expects to
execute by year three post closing. We expect transaction synergies
will help materially improve its ability to generate free operating
cash flow by reducing investment required to achieve necessary and
multiorbital coverage. We expect S&P Global Ratings-adjusted net
leverage pro forma for the transaction will be in the high-3x to
low-4x area for the combined entity before it recognizes potential
synergies."
The transaction improves the combined company's competitive
position by expanding coverage through the combination of
Intelsat's network of 57 geostationary (GEO) satellites with SES's
portfolio of 43 GEO satellites and 26 medium-earth orbit
satellites. It provides a path for accelerated network growth.
Multiorbit capability and scale are becoming increasingly important
factors to success as new low-earth orbit satellite providers enter
the market and expand their constellations.
Intelsat recently added a material financial lease related to
satellite capacity, increasing S&P Global Ratings-adjusted gross
debt. As a result, S&P lowered the company's financial risk profile
to 'Aggressive' from 'Significant'.
The CreditWatch placement reflects our expectation that the
transaction will materially improve Intelsat's credit metrics and
market position. S&P intends to resolve the CreditWatch following
close of the transaction, expected in the second half of 2025.
J FRANKLIN: Court OKs Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized J. Franklin, LLC to use cash collateral, on an interim
basis, in accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral for the operation of
its business and payment of business expenses in the ordinary
course.
North Mill Credit Trust, Funding Circle, Global Merchant Cash,
Inc., and Superfast Capital, Inc. may assert liens in and to some
of the Debtor's personal property, including, but not limited to,
the Debtor's accounts, receivables, and/or payment rights.
As adequate protection under 11 U.S.C. sections 363 and 361 for any
security interests of North Mill Credit Trust. Funding Circle,
Global Merchant Cash, Inc., and Superfast Capital, Inc., who may
assert an interest in the cash collateral, to the extent that the
Debtor uses cash collateral and does not replace it, are hereby
granted replacement liens on post-petition cash collateral to the
same extent, validity, and priority as their pre-petition liens on
the Petition Date in all types and descriptions of collateral that
were properly secured and perfected under the applicable, valid,
and enforceable pre-petition loan documents, for any post-petition
diminution in the pre-petition cash collateral.
Within 30 days of the petition date, the Debtor will remit $1,000
to Debtor's attorney, and attorney will turn over such funds to the
Subchapter V trustee to be held in trust pending the allowance of
compensation and reimbursement of expenses under 11 USC section
330.
A further hearing on the matter is set for May 17 at 10 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=hu53Jd from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$90,238 for Month 1;
$91,117 for Month 2;
$92,436 for Month 3;
$92,436 for Month 4; and
$92,436 for Month 5.
About J Franklin, LLC
J Franklin, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 24-01457-hb) on April 24,
2024. In the petition signed by Ronald B. Jennings, Jr., managing
member, the Debtor disclosed up to $500,000 in assets and Ronald B.
Jennings, Jr. to $1 million in liabilities.
Kevin Campbell, Esq., at Campbell Law Firm, PA, represents the
Debtor as legal counsel.
J. CABELLAS: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized J. Cabellas, LLC to use cash collateral, on an interim
basis, in accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral for the operation of
its business and payment of business expenses in the ordinary
course.
Cadence Bank, NA and Global Merchant Cash, Inc. may assert liens in
and to some of the Debtor's personal property, including, but not
limited to, the Debtor's accounts, receivables, and/or payment
rights.
As adequate protection, Cadence and Global Merchant are granted
replacement liens on post- petition cash collateral to the same
extent, validity, and priority as their pre-petition liens on the
Petition Date in all types and descriptions of collateral that were
properly secured and perfected under the applicable, valid, and
enforceable pre-petition loan documents, for any post-petition
diminution in the pre-petition cash collateral.
Within 30 days of the petition date, the Debtor will remit $1,000
to the Subchapter V trustee to be held in trust pending the
allowance of compensation and reimbursement of expenses under 11
U.S.C. section 330.
A further hearing on the matter is set for May 17, 2024 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=DkSmAY
from PacerMonitor.com.
About J. Cabellas, LLC
J. Cabellas, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 24-01458-hb) on April 24,
2024. In the petition signed by Ronald B. Jennings, Jr, managing
member, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Kevin Campbell, Esq., at Campbell Law Firm, PA, represents the
Debtor as legal counsel.
JCS HOSPITALITY: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilmington Division, authorized JCS Hospitality LLC to
use cash collateral, on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay operating
expenses, including purchasing food, payroll, office expenses,
insurance premiums, utilities, and other normal operating
expenses.
Prior to the Petition Date, certain UCC-1 filings were on record as
related to the Debtor. In order of priority, the purported UCC
liens against the cash collateral of the Debtor are:
a. File no. 20190023377F; filed on March 8, 2019 in favor of the
First Bank;
b. File no. 20210027391J; filed on March 5, 2021 in favor of US
Foods, Inc.;
c. File no. 20230052984G; filed on April 26, 2023 in favor of FTC
Advance.
There also appear of record two UCC filings where CT Corporation
System is listed as the Secured party, and four UCC filings where
Corporation Service Company is the Secured Party. These were filed
between March 2023 and September 2023. Upon information and belief,
these filing relate to Merchant Cash Advances. However, at this
time, it cannot be determined which MCA each UCC filing belongs to.
Nevertheless, once the identity of these MCAs is determined, the
Debtor states it will object to any claim (including any secured
claim) held by the respective MCAs.
As adequate protection, the Secured Creditors will retain a
continuing and replacement post-petition lien and security interest
in all property, receivables and assets of the Debtor and the
proceeds thereof, whether acquired pre-petition or post-petition.
A further hearing on the matter is set for May 22, 2024 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=aq4mmg from PacerMonitor.com.
The Debtor projects $157,500 in income and $153,799 in expenses for
May 2024.
About JCS Hospitality LLC
JCS Hospitality LLC operates a restaurant in downtown Wilmington,
North Carolina called the Fork n Cork that has been featured on the
hit television show Diners, Drive-Ins and Dives.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00508-5-PWM) on
February 16, 2024. In the petition signed by Patricia Diane Smith,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $1 million in liabilities.
Judge Pamela W. McAfee oversees the case.
Richard P. Cook, Esq., at Richard P. Cook. PLLC, represents the
Debtor as legal counsel.
JD MOTORSPORTS: Court OKs Cash Collateral Access on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized JD Motorsports, Inc. to use cash collateral, on a final
basis, in accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral to pay operational
expenses, such as employee wages, property leases, inventory,
utilities, taxes, and insurance.
First National Bank of Pennsylvania, United Community Bank, and The
United States Small Business Association may assert liens in and to
substantially all of the Debtor's personal property.
FNB PA loaned money to the Debtor which was perfected by a UCC
Financing Statement by June 7, 2018 with a claim estimated by the
Debtor in the amount of $49,930. UCB made a loans to the Debtor
perfected by UCC Financing Statements filed on December 24, 2018
and refiled on March 20, 2024. The balance of the Debtor's loan
with UCB is $75,000. U.S. Small Business Administration's claim is
based upon the COVID EIDL loan program, which was perfected
byfiling a UCC Financing Statement on July 22, 2021 and is
estimated by the Debtor in the amount of $1.947 million.
As adequate protection for the use of cash collateral, Debtor FNB
PA, UCB and SBA are granted replacement liens on post-petition cash
collateral to the same extent and in the same priority as their
pre-petition liens, for any post-petition diminution in the
prepetition cash collateral as well as replacement liens on all
other property that may be acquired post-petition by the Debtor
with such replacement liens having the same extent and priority as
their prepetition liens on such property.
A copy of the court's order and the Debtor's budger is available at
https://urlcurt.com/u?l=o5Iw44 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$196,157 for May 2024;
$291,281 for June 2024; and
$204,095 for July 2024.
About JD Motorsports, Inc.
JD Motorsports, Inc. is a professional racing team that is now the
number 1 non-NASCAR Cup Series Affiliated team in the NASCAR
Xfinity Series.
The Debtor earned its first playoffs birth in 2018, finishing tenth
in the NASCAR Xfinity Series standings. The Debtor has had a driver
finish in the top-20 of the Xfinity Series Driver points twenty
times. The Debtor operates from its garage located at 1210 Champion
Ferry Road, Gaffney, South Carolina.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.D. Case No. 24-01274-hb) on April 8,
2024. In the petition signed by Johnny K. Davis. president, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
W. Harrison Penn, Esq., at Penn Law Firm LLC, represents the Debtor
as legal counsel.
JDL HVAC SERVICES: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
JDL HVAC Services, LLC to use cash collateral, on a final basis, in
accordance with the budget from May 1 to September 30, 2024.
The Debtor requires the use of cash collateral for the payment of
actual expenses of the Debtor necessary to (a) maintain and
preserve its assets; (b) continue operation of its business; (c)
make payments of regular monthly payments on the replacement lien
of the SBA; (d) make payments pursuant to the Order Granting
Debtor's Consent Motion for an Order Authorizing Payment of
Prepetition Claims of Critical Vendors entered at Docket No. 52;
and (e) pay administrative expenses, including fees to be paid to
the Subchapter V Trustee without further order of this Court, and
professional fees after approval by the Court.
The United States Small Business Administration has asserted a
secured claim against the Debtor in the approximate principal
amount of $1.425 million as of the Petition Date. The SBA has, and
the Debtor has acknowledged and agreed that the SBA has, as of the
Petition Date, a valid and subsisting first lien and blanket
security interest in all assets of the Debtor securing the Debtor's
indebtedness to the SBA.
Amsterdam Capital Solutions, LLC has a prepetition judgment and has
asserted a secured claim against the Debtor in the approximate
principal amount of $115,261 as of the Petition Date, and filed a
prepetition garnishment against various Debtor bank accounts.
Advance Service Group, LLC has asserted a secured claim against the
Debtor in the approximate principal amount of $222,000 as of the
Petition Date. Emerald Group Holdings, LLC has asserted a secured
claim against the Debtor in the approximate principal amount of
$347,500 as of the Petition Date. Channel Partners Capital, LLC has
asserted a secured claim against the Debtor in the approximate
principal amount of $50,000. Stripe, Inc. has asserted a secured
claim against the Debtor in the approximate principal amount of
$221,007.
As adequate protection for use of cash collateral, the SBA is
granted a replacement perfected security interest under 11 U.S.C.
section 361(2) to the extent the Secured Creditor's 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
the Secured Creditor held in the Debtor's pre-petition collateral.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=ZtSGbD from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$240,620 for May 2024;
$217,450 for June 2024;
$229,850 for July 2024; and
$261,820 for August 2024.
About JDL HVAC Services, LLC
JDL HVAC Services offers a wide range of money-saving heating,
cooling, and air quality solutions serving both residential and
light commercial clients.
JDL HVAC Services, LLC in Laurel, MD, filed its voluntary petition
for Chapter 11 protection (Bankr. D. Md. Case No. 24-12823) on
April 4, 2024, listing $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Joe Liles, Jr. as managing
member, signed the petition.
Judge Maria Ellena Chavez-Ruark oversees the case.
THE WEISS LAW GROUP serve as the Debtor's legal counsel.
JNJ HOME: Court OKs Cash Collateral Access Thru June 14
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized JNJ Home Health Care, Inc. to use cash collateral on an
interim basis in accordance with the budget, with a 10% variance.
The U.S. Small Business Association holds a duly perfected security
interest in all of the Debtor's property, and assets, including the
proceeds thereof, by virtue of Loan Authorization and Agreement,
Note, and Security Agreement, dated June 18, 2020. The original
principal amount of the loan was $150,000; however, on October 21,
2021, the Debtor's loan amount was increased to $510,000.
The Debtor acknowledges its repayment obligations under the Loan
Agreements. The SBA asserts it is secured by, inter alia, liens and
security interests in all of the Debtor's assets by virtue of UCC-1
Financing Statement.
The Debtor acknowledges that its monthly repayment obligations
under the SBA Loan were deferred until December 2022 in the amount
of $2,521. As adequate protection, starting June 1, 2023, the
Debtor will make payments of $2,521 per month to the SBA pursuant
to the terms of the SBA Loan.
The New York State Department of Taxation and Finance asserts a
duly perfected security interest in all of the Debtor's property,
and assets, including the proceeds thereof, by virtue of tax
warrants filed against the Debtor and as more fully set forth in
Claim No. 1 filed by the NYS DTF.
The Debtor acknowledges its repayment obligations under the Tax
Warrants and the NYS DTF asserts that it is secured by, inter alia,
liens and security interests in all of the Debtor's assets by
virtue of Tax Warrants having been duly perfected on September 3,
2020, February 9, 2023, and April 13, 2023. It is agreed that the
Debtor will make adequate protection payments to NYS DTF in the
amount of $1,500 per month, starting June 1, 2023.
The Internal Revenue Service asserts a duly perfected security
interest in all of the Debtor's property, and assets, including the
proceeds thereof, by virtue of tax liens dated January 31, 2022,
May 11, 2022, November 3, 2022, February 24, 2023, and February 27,
2023.
The Debtor acknowledges its repayment obligations under the IRS
Liens and the IRS asserts that it is secured by, inter alia, liens
and security interests in all of the Debtor's assets by virtue of
the IRS Liens. Beginning on June 1, 2023, the Debtor will make
adequate protection payments to the IRS in the amount of $7,500 per
month.
Itria Ventures LLC holds a duly perfected security interest in the
Debtor's business assets, including the proceeds thereof pursuant
to a Receivables Sales Agreement dated February 23, 2023 whereby
Itria purchased $202,500 of the Debtor's future accounts
receivable. In addition, Itria holds a duly perfected security
interest in the Debtor's business assets, including the proceeds
thereof and the proceeds of an Employee Retention Tax Credit which
Debtor is entitled to receive from the U.S. Internal Revenue
Service by virtue of a Business Loan and Security Agreement dated
Mach 2, 2023 made to the Debtor in the original principal amount of
$400,000.
The Debtor acknowledges its repayment obligations under the RSA and
ERTC Loan and Itria asserts that it is secured by, inter alia,
liens and security interests in all of the Debtor's assets,
including but not limited to the ERTC Credit by virtue of duly
filed UCC-1 Financing Statements.
In addition to the Secured Parties' security interests, liens,
rights, and other interests in and with respect to their
collateral, as adequate protection for and to secure the payment of
an amount equal to any diminution in the value of its collateral,
the Debtor grants to the Secured Parties post-petition replacement
liens on and security interests in (JMM), under 11 U.S.C. Section
361(2), on all property of the Debtor and its estate. The
Replacement Liens granted to the Secured Parties will become valid,
enforceable, and fully perfected liens without any action by Debtor
or the Secured Parties, and no filing or recordation or other act
that otherwise may be required under federal or state law in any
jurisdiction will be necessary to create or perfect such liens and
security interests.
The Debtor's authorization to use cash collateral will immediately
terminate without further Order on the earlier of:
(a) June 14, 2024, at 5:00 p.m. EST;
(b) the entry of and order granting any Secured Party, or any
party other than the Secured Parties, relief from the automatic
stay with respect to any property of the Debtor in which any
Secured Party claims a lien or security interest, whether pursuant
to the Fifth Interim Order or otherwise;
(c) the entry of an order dismissing the Chapter 11
proceeding or converting the proceeding to a case under Chapter 7
of the Code;
(d) the entry of an order confirming a plan of
reorganization; or
(e) the entry of an order by which the Fifth Interim Order is
reversed, revoked, stayed, rescinded, modified or amended without
the consent of the Secured Parties thereto.
A tenth interim hearing on the matter is set for June 14 at 10:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=YKoeis
from PacerMonitor.com.
About JNJ Home Health Care, Inc.
JNJ Home Health Care, Inc. is a provider of home healthcare
services. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bakr. E.D.N.Y. Case No. 23-41382) on April 24,
2023. In the petition signed by Caren D. Serieux-Bazelais, CEO, the
Debtor disclosed $1,616,300 in assets and $3,550,540 in
liabilities.
Judge Jil Mazer-Marino oversees the case.
James J. Rufo, Esq., at the Law Office of James J. Rufo, represents
the Debtor as legal counsel.
JOANN INC: Emerges from Ch. 11 with $153-Mil. Exit Financing
------------------------------------------------------------
JOANN, the nation's category leader in sewing and fabrics with one
of the largest arts and crafts offerings, has announced it has
successfully emerged from its court-supervised financial
restructuring process, and has substantially reduced its funded
debt by half while further enhancing its liquidity through a US$153
million exit financing facility that replaces the previously
announced debtor-in-possession financing. The prepackaged Chapter
11 plan was supported by the Company's lenders, creditors and
industry partners, and became effective April 30, 2024, enabling
JOANN to be in its best financial position in recent history.
JOANN's Chapter 11 process was completed in less than 45 days and
left landlords, trade vendors, employees, and other unsecured
creditors unimpaired.
Latham & Watkins LLP represented JOANN in the process, with a
restructuring and special situations team led by New York partner
George Davis, Los Angeles partner Ted Dillman, and counsel Ebba
Gebisa, with associates Nick Messana, Ali Zablocki, Markus von der
Marwitz, Isaac Ashworth, Kevin Shang, Nikhil Gulati, Beau Parker,
and Davis Klabo. Advice was also provided on corporate matters by
New York partner Senet Bischoff, Century City partner Jason
Silvera, New York/Los Angeles partner Greg Rodgers, and Orange
County partner Drew Capurro, with associates Greg Van Buiten, AJ
Blair, Brian Umanoff, and Erik Jensen; on finance matters by Los
Angeles partner Mark Morris, New York partner Kendra Kocovsky, and
counsel Jonathan Shih, with associates Melissa Doura, Kendall Ota,
and Nilam Faqhir; on benefits and compensation matters by New York
partner Bradd Williamson and counsel Rifka Singer; on litigation
matters by Los Angeles partner Amy Quartarolo, with associate
Joseph Teresi; and on tax matters by Chicago partner Joseph
Kronsnoble, with associate Lukas Kutilek.
About Joann Inc.
JOANN operates in the fabric and sewing industry with one of the
largest assortments of arts and crafts products. JOANN has
transformed itself into a fully-integrated, digitally-connected
omni-channel retailer.
JOANN reported a net loss of $200.6 million for the year ended Jan.
28, 2023.
On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-10418).
JOANN listed $2,257,700,000 in assets against $2,440,700,000 in
liabilities as of Oct. 28, 2023.
KIDWELL GROUP: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
The Kidwell Group LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, for authority to use cash
collateral and provide adequate protection to Truist Bank and, to
the extent necessary, the holders of inferior position security
interests in the Debtor's cash, accounts, and cash equivalents.
The Debtor will require the use of approximately $191,993 of cash
collateral to continue to operate its business for the next six
weeks, and, depending on the circumstances, a greater or lesser
amount will be required for each comparable period thereafter. The
Debtor will use the cash collateral to pay operating expenses.
Truist may assert a first priority security interest in the
Debtor's cash and cash equivalents by virtue of a recorded lien.
Additionally, inferior lien holders may claim an inferior interest
in the Debtor's cash and cash equivalents by virtue of alleged
liens on the Debtor's personal property.
Based on a public search of all UCC filings on the Florida
Secretary of State website, the Debtor has identified the following
Inferior Interests: Insured Advocacy Group LLC, and LawCap.
The cash collateral the Debtor seeks to use is comprised of cash on
hand and funds to be received from sales during the Debtor's normal
operations that are encumbered by the liens of the Secured
Creditors.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant Secured Creditors replacement liens to the extent
of any diminution in value, with such liens to have the same
validity, extent, and priority as their respective pre-petition
liens.
A copy of the motion is available at https://urlcurt.com/u?l=MxxYHl
from PacerMonitor.com.
About The Kidwell Group LLC
The Kidwell Group LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-02024-LVV)
on April 25, 2024. In the petition signed by Richard L. Kidwell,
manager, the Debtor disclosed up to $50 million in assets and up to
$1 million in liabilities.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
KNOTTY NUFF: Court OKs Deal on Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, authorized Knotty Nuff Wood, Inc. to use cash
collateral, on an interim basis, in accordance with its agreement
with the U.S. Small Business Administration, through July 24,
2024.
As previously reported by the Troubled Company Reporter,
pre-petition, on July 12, 2020. the Debtor executed a US Small
Business Administration Note, pursuant to which the Debtor obtained
a COVID Economic Injury Disaster Loan in the amount of $89,000. The
terms of the Note require the Debtor to pay principal and interest
payments of $434 every month beginning on July 12, 2021 and
continuing over the 30 year term of the Loan. The Loan has an
annual rate of interest of 3.75% and may be prepaid at any time
without notice or penalty.
The SBA consented to the Debtor's interim use of cash collateral,
existing on the Petition Date or collected thereafter, through and
including July 24, 2024 for payment of ordinary and necessary
expenses as set forth in the budget, with a 15% variance.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all post-petition revenues of the
Debtor to the same extent, priority and validity that its lien
attached to the Collateral, including cash collateral.
The Debtor will continue to remit adequate protection payments to
the SBA in the amounts and terms as set forth in the applicable
Loan documents and continuing until further order of the Court
regarding interim and/or final use of cash collateral, or the entry
of an order confirming the Debtor's plan of reorganization,
whichever occurs first.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b)
and 507(b), which claim will be limited to any diminution in the
value of the SBA's collateral, as a result of the Debtor's use of
cash collateral on a post-petition basis.
The Debtor agreed to maintain insurance on the Personal Property
Collateral and to designate SBA as a loss payee or additional
insured in accordance with the Loan and related documents and
agrees to provide proof of insurance within seven days upon written
request of the SBA.
A copy of the order is available at https://urlcurt.com/u?l=MdAG8d
from PacerMonitor.com.
About Knotty Nuff Wood
Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on
December 29, 2023, with $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Ryan Aguire, chief executive
officer, signed the petition.
Judge Theodor Albert oversees the case.
Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents
the Debtor as legal counsel.
KOSMOS ENERGY: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Kosmos Energy Ltd.'s Long-Term Issuer
Default Rating (IDR) at 'B+' and its senior unsecured notes at 'B+'
with a Recovery Rating of 'RR4'. The Outlook on the IDR is Stable.
The rating reflects Kosmos' moderate operational scale, with
Fitch-projected production of around 85,000 barrels of
oil-equivalent per day (boe/d) by end-2024 as the delayed Tortue
Phase 1 offshore floating LNG project comes online later in the
year. The rating also considers the company's fairly strong reserve
life, average unit economics, moderate leverage and comfortable
liquidity with balanced maturities and projected positive free cash
flow (FCF) in 2025-2027. Kosmos' exposure to countries with high
regulatory risks, eg Ghana ('Restricted Default'), which accounts
for around a half of its output, is partly counterbalanced by
Kosmos' geographical diversification.
Fitch projects that Kosmos' EBITDA net leverage will be around 2x
in 2024-2027, which is higher than previously expected, but still
in line with its sensitivities for the rating.
KEY RATING DRIVERS
Tortue Challenges to First Gas: Kosmos' flagship growth project,
Tortue Phase 1, has experienced delays due to issues with subsea
pipelay works. BP plc (A+/Stable), the project operator, has
replaced the pipelay contractor. Consequently, the project start-up
has been delayed by almost a year, with first LNG now expected in
4Q24. The pipelay works have now largely been completed. BP has
served the previous contractor with a claim notice. Kosmos' net
share of potential recoverable damages could be up to USD160
million; however, Fitch has not included them in its financial
projections.
Higher but Still Moderate Leverage: Lower production and higher
capex associated with the delay, in combination with some other
factors, could result in higher leverage than Fitch previously
assumed. Based on its price deck, Fitch projects Kosmos' EBITDA net
leverage of around 2x in 2024-2027, compared with the previous
forecast of around 1.3x in 2023-2026. Fitch regards this level as
still moderate and in line with the rating. However, the company's
leverage headroom has been reduced.
Growing Production: Fitch expects Kosmos' production to increase
substantially to around 85,000 boe/d by end-2024, from 63,000 boe/d
in 2023. This growth is driven by (i) the ramp-up of the Jubilee
field in Ghana, (ii) the start-up of the Winterfell project in the
Gulf of Mexico (GoM), and (iii) the start-up of the Tortue Phase 1
project. Fitch sees low remaining execution risks for these
projects and their associated production growth supporting Kosmos'
scale and diversification.
Comfortable Reserve Life: Kosmos' proved (1P) reserve life of 10
years (based on end-2023 proved reserves of 278 million boe, and
projected 2024 production) is fairly strong and underscores its
ability to maintain a stable production profile at least in the
next three to four years. In 2023, Kosmos' reserve replacement
ratio was robust at around 100%.
Reducing Capital Intensity: Kosmos' capital intensity should fall
starting from 2025, once its growth projects become operational.
Fitch projects capex to average around USD400 million in 2025-2027,
compared with around USD700 million in 2024, leading to FCF of
around USD200 million per annum during the same period.
No Dividends Assumed: Kosmos aims to prioritise internal funding of
capex and debt reduction towards its long-term target of
company-defined net debt at below 1.5x EBITDAX over shareholder
distributions. Under its current price assumptions, Fitch does not
expect Kosmos to resume shareholder distributions for 2024-2027.
Diversification Offsets Risk in Ghana: Fitch expects over half of
Kosmos' production will be contributed by assets in Ghana for
2024-2027. Although exposure to a higher-risk jurisdiction is
negative, Kosmos has a substantial production base across the GoM
and African nations outside of Ghana. Kosmos' operations in Ghana
have experienced no large-scale disruptions and are supported by
robust contractual arrangements. Ghana's ongoing external debt
restructuring has not hit Kosmos' operations, and the company has
not encountered currency controls in the country. Oil revenues from
Ghana's operations are channelled into its offshore accounts, with
no currency repatriation requirements.
'AAA' Country Ceiling Applied: Fitch expects EBITDA from Kosmos'
operations in the GoM to be sufficient to cover its gross interest
expense in 2024-2027. Consequently, the applicable Country Ceiling
is that of the US (AAA).
DERIVATION SUMMARY
Energean Plc (BB-/Stable) is rated one notch higher than Kosmos due
to its significantly higher projected production (peaking at
185,000-190,000boe/d in 2025) and reserves, and a large share of
contracted sales under long-term take-or-pay agreements that will
provide more visibility to its cash flows. Fitch expects Energean's
EBITDA net leverage to be moderately lower than that of Kosmos at
1.5x-2.0x in 2025-2026.
Seplat Energy Plc's (B-/Stable) production should significantly
increase following its announced acquisition of Mobil Producing
Nigeria Unlimited (MPNU), and will exceed that of Kosmos. However,
Seplat's rating is constrained by Nigeria's 'B-' Country Ceiling
due to concentration of Seplat's assets and export funds flows in
the country.
Ithaca Energy plc's (B/Rating Watch Positive) pre-acquisition
credit profile warranted a one-notch difference with Kosmos', given
Ithaca's lower projected pre-acquisition production and reserves,
as well as higher decommissioning obligations and taxes, which are
partially offset by lower country risk.
KEY ASSUMPTIONS
Its Rating Assumptions within the Rating Case for the Issuer:
- Brent crude oil price of USD80/bbl in 2024, USD70/bbl in 2025,
USD65/bbl in 2026-2027
- Henry hub prices of USD2.5/thousand cubic feet (mcf) in 2024,
USD3/mcf in 2025-2026, and USD2.75/mcf in 2027
- Production ramping up to around 73,000boe/d in 2024 and around
85,000boe/d in 2025-2027
- Capex of around USD700 million a year in 2024, and averaging
around USD400 million in 2025-2027
- No common dividends in line with Kosmos' long-term leverage
target
RECOVERY ANALYSIS
Its recovery analysis is based on a going-concern (GC) approach,
which implies that Kosmos will be reorganised rather than
liquidated in a bankruptcy.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the
enterprise valuation (EV).
Kosmos' GC EBITDA of USD620 million, which includes the company's
full consolidation perimeter, reflects its view on EBITDA
generation without any hedging, and assumption of a fall in the oil
and natural gas prices in 2024, followed by a moderate recovery.
Previously, its analysis was based on EBITDA attributable to the
GoM assets and newly acquired Ghanaian assets as the subsidiaries
owning these assets guaranteed Kosmos' senior unsecured debt on a
senior basis; the approach has been changed after the newly
acquired Ghanaian assets were added to the reserve-based loan (RBL)
security package and now guaranteeing senior unsecured debt on a
subordinated basis.
Fitch used a distressed EV multiple of 4.0x (down from 4.5x due to
a change in a GC EBITDA consolidation perimeter), which reflects
Kosmos' moderate size with some growth prospects, and also the
company's exposure to country risk.
Kosmos' senior unsecured notes, including the USD400 million
convertible notes issued in March 2024, rank equally with its
approximately USD165 million RCF, but are subordinated to its
USD1.35 billion RBL. Additionally, the notes and RCF benefit from
joint and several senior unsecured guarantees from restricted
subsidiaries owning the assets in GoM as well as a negative pledge.
They are guaranteed on a subordinated unsecured basis by the
restricted subsidiaries that guarantee the RBL.
After deducting 10% for administrative claims, its analysis
generated a waterfall-generated recovery computation (WGRC) for
Kosmos' senior unsecured notes in the 'RR4' band, indicating a 'B+'
instrument rating. The WGRC output percentage on these metrics and
assumptions is 43%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Production increasing to over 100,000boe/d, in combination with
EBITDA net leverage below 1.5x on a sustained basis, supported by a
formal financial policy
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- EBITDA net leverage over 2.5x on a sustained basis
- Production failing to exceed 80,000boe/d
- Aggressive shareholder distributions or deteriorating liquidity
- EBITDA from outside Ghana failing to cover gross interest
expense
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity: In April 2024, Kosmos successfully refinanced its
RBL (currently utilised by USD800 million; total committed facility
size: USD1.2 billion, extendable to USD1.35 billion), which will
start amortising in 2027. The company currently has no maturities
in 2024-2025, and its bond maturities are well-balanced across
2026-2030. Fitch expects Kosmos to start proactively refinancing
those in 2025.
Limited Refinancing Risk: Fitch believes Kosmos' refinancing risk
is limited, given its moderate projected leverage, reducing capital
intensity and projected positive FCF in 2025-2027. Kosmos continues
to be actively present in the bond market, as underlined by the
USD400 million senior unsecured convertible notes placed in March
2024.
ISSUER PROFILE
Kosmos is a medium-sized, full-cycle deep-water independent oil and
gas exploration and production company.
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
----------- ------ -------- -----
Kosmos Energy Ltd. LT IDR B+ Affirmed B+
senior unsecured LT B+ Affirmed RR4 B+
KOZUBA & SONS: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division authorized Kozuba & Sons Distillery, Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
pending further hearing set for June 13, 2024 at 9:30 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 Subchapter V Trustee; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item; and (c) additional
amounts as may be expressly approved in writing by the Lenders.
The Debtor's primary secured obligations consist of amounts owed to
VFS, LLC in the approximate amount of $284,000, and Crown Equipment
Corporation in the approximate amount of $12,650. While both VFS
and Crown Equipment filed financing statements, it appears that
only Crown asserts an interest in cash collateral as that term is
defined in 11 U.S.C. Section 363(a).
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 court's order is available at
https://urlcurt.com/u?l=dAduxZ from PacerMonitor.com.
About Kozuba & Sons Distillery
Kozuba & Sons Distillery, Inc., a company in Pinellas Park, Fla.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 24-01003) on February 28, 2024,
with $1 million to $10 million in both assets and liabilities.
Jakub Kozuba, vice president, signed the petition.
Judge Roberta A. Colton presides over the case.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A.
is the Debtor's legal counsel.
KRAFTEX FLOOR: Wins Cash Collateral Access
------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Kraftex Floor Corporation to use the
cash collateral of Old National Bank, on an interim basis, in
accordance with the budget.
The Debtor requires the use of its Business Assets to pay for its
monthly operating expenses which include, among other things,
payroll and adequate protection payments to the secured creditor.
The Debtor had been conducting business as usual but found that it
had overextended itself with Debt. One of the principal causes of
the increase in debt was traced back to misconduct by the office
manager for the Debtor who has since been terminated. The Debtor
still maintains good monthly cash flow but it cannot continue to
operate while servicing all of its debt according to contract
terms.
At the time of the filing and listed on the schedules, the Debtor
owned certain Business Assets that were pledged as cash collateral
to secure loans from Old National Bank and the Small Business
Administration.
Old National holds two loans made to Kraftex. The ONB Loans are
evidenced by a Promissory Note dated September 18, 2022, in the
original principal amount of $125,000 and a Promissory Note dated
October 4, 2023, in the original principal amount of $325,000. The
ONB Loans are secured by a first-priority security interest in all
business assets of Kraftex under two Commercial Security Agreements
dated September 18, 2022 and properly perfected by the filing of a
UCC-1 financing statement dated September 26, 2014 and recorded as
Document No. 019670767 with the Illinois Secretary of State.
As of March 1, 2024, the balance due in the aggregate on each of
the ONB Loans was not less than $404,480: (i) ONB Note 1, an amount
not less than $310,135; and (ii) ONB Note 2, an amount not less
than $94,345.
The U.S. Small Business Administration holds an Economic Injury
Disaster Loan made to Kraftex in the original principal amount of
$150,000. The SBA Loan is secured by a junior lien on the business
assets of Kraftex, including the cash collateral.
In return for the Debtor's continued interim use of cash
collateral, Old National is granted adequate protection for its
secured interests in substantially all of Kraftex’s assets,
including cash collateral equivalents and Kraftex's cash and
accounts receivable, among other collateral to the extent and
validity as held prepetition, as follows:
a. The Debtor must permit Old National to inspect, upon reasonable
notice, within reasonable hours, its books and records.
b. The Debtor must maintain and pay premiums for insurance to
cover the Collateral from fire, theft and water damage, and Old
National consents to the payment of such premiums from its cash
collateral.
c. The Debtor must, upon reasonable request, make available to Old
National evidence of that which constitutes its Collateral or
proceeds.
d. The Debtor must properly maintain its Collateral in good repair
and properly manage the Collateral.
e. The Secured Lenders are granted replacement liens to the same
extent, priority and validity as existed prior to the Petition
Date. The Secured Lenders are granted security interests in and
replacement liens on all of the Debtor's now-existing or
hereafter-acquired property, real or personal, whether in existence
before or after the Petition Date, including: (i) accounts
receivable; (ii) inventory; (iii) general intangibles; (iv) refunds
(v) credits; (vi) machinery and equipment; and (vii) the proceeds
and products thereof, in the value of the Secured Lenders'
Collateral securing all indebtedness of the Debtor to the Secured
Lenders, which replacement liens will be the same liens as
prepetition valid liens of record.
In return for the Debtor's continued interim use of cash
collateral, Old National is granted adequate protection payments of
$8,989 per month. The initial Adequate Protection Payment is due by
March 29, 2024, and the remaining Adequate Protection Payments are
due on the 10th day of each month thereafter. Old National must
debit Kraftex's Adequate Protection Payment from Kraftex's
debtor-in-possession account held at Old National. For any
diminution in value of Old National's interest in the cash
collateral from and after the Petition Date, Old National has an
allowed administrative expense under 11 U.S.C. section 507(b).
These events constitute an Event of Default:
(a) failure to comply with any of the adequate protection or
reporting obligations set forth therein;
(b) failure to comply with any terms of the Interim Order;
(c) failure to timely pay any Adequate Protection Payment due to
Old National;
(d) Kraftex makes any payment not set forth in the Budget; and/or
(e) dismissal or conversion of the case or appointment of a Chapter
11 trustee or examiner.
A further hearing on the matter is set for May 6 at 10 a.m.
A copy of order is available at https://urlcurt.com/u?l=L6xrj2 from
PacerMonitor.com.
About Kraftex Floor
Kraftex Floor Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-03038) on March 1, 0224, with up to $50,000 in assets and up to
$1 million in liabilities.
A. Benjamin Goldgar presides over the case.
Ben L. Schneider, Esq., at Schneider & Stone represents the Debtor
as legal counsel.
L.O.F. INC: Court OKs Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy COurt for the Southern District of Florida,
West Palm Beach Division, authorized L.O.F. Inc. and Discount Auto
Experts, Inc. to use cash collateral on an interim basis, in
accordance with the budget, with a 10% variance.
As for L.O.F.:
i. Old National Bank asserts a first priority security
interest in substantially all of L.O.F.'s assets by virtue of a
secured loan agreement with L.O.F., and perfected by a UCC-1
financing statement filed on June 17, 2009 (Instrument No.
200900005035317) with the Indiana Secretary of State.
ii. The U.S. Small Business Administration may purportedly have
a security interest in certain assets of L.O.F., including
accounts, receivables, and deposit accounts of L.O.F., which may be
perfected by a UCC-1 financing statement filed on May 25, 2020
(Instrument No. 202005252624502) with the Indiana Secretary of
State.
iii. Corporate Service Company, as Representative may
purportedly have a security interest in certain assets of L.O.F.,
including accounts of L.O.F., which may be perfected by a UCC-1
financing statement filed on September 13, 2022 (Instrument No.
202209132977544) with the Indiana Secretary of State.
iv. Amazon Capital Services, Inc. asserts a security interest
in substantially all of L.O.F.’s assets by virtue of a secured
loan agreement with L.O.F., and perfected by a UCC-1 financing
statement filed on July 7, 2023 (Instrument No. 202307073084619)
with the Indiana Secretary of State.
v. First Corporate Solutions, as Representative may
purportedly have a security interest in certain assets of L.O.F.,
including accounts and accounts receivable of L.O.F., which may be
perfected by a UCC-1 financing statement filed on February 8, 2024
(Instrument No. 202402083157680) with the Indiana Secretary of
State.
As for DAE:
i. ACS asserts a security interest in substantially all of
DAE's assets by virtue of a secured loan agreement with DAE, and
perfected by a UCC-1 financing statement filed on October 19, 2016
(Instrument No. 201600008354685) with the Indiana Secretary of
State.
ii. Old National asserts a security interest in substantially
all of DAE's assets by virtue of a secured corporate guaranty
related to the indebtedness owed by L.O.F., and perfected by a
UCC-1 financing statement filed on November 16, 2023 (Instrument
No. 202311163129234) with the Indiana Secretary of State.
As adequate protection, Old National and ASC are granted a valid,
attached, choate, enforceable, perfected, post-petition security
interests and liens in and against all post-petition assets of the
Debtors of the same character and type, to the same nature, extent,
validity, and priority that existed prepetition, and to the extent
of diminution in value of Old National's and ASC's collateral
caused by the Debtor's use of cash collateral.
In addition, Old National and ASC will hold allowed superpriority
administrative claims under 11 U.S.C. Section 507(b) with respect
to the adequate protection obligations of the Debtors to the extent
that the replacement liens and post-petition collateral do not
adequately protect the diminution in value of the interests of Old
National and ASC in their prepetition collateral.
A further interim hearing on the matter is set for May 6 at 5:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=k0g5i5
from PacerMonitor.com.
About L.O.F., Inc.
L.O.F., Inc., was founded in 1968 in Northwest Indiana as a retail
Recreational Vehicle sales operation. In 2011, the Company changed
its focus to replacement automotive and industrial products under
its brands such as Best In Auto, TruckChamp, Red Hound Auto, and
Polar Whale.
Debtor: L.O.F., Inc. in Wellington, FL 33414, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D. Fla. Case No.
24-13350) on April 8, 2024, listing $1,198,800 in assets and
$8,259,975 in liabilities. Laszlo Kovach as president, signed the
petition.
Judge Mindy A. Mora oversees the case.
KELLEY KAPLAN & ELLER, PLLC serve as the Debtor's legal counsel.
LAZARUS HOLDING: Case Summary & One Unsecured Creditor
------------------------------------------------------
Debtor: Lazarus Holding, LLC
2616 Carter Avenue
Nashville, TN 37206
Business Description: The Debtor is the owner of the real property
located at 3309 Ambrose Avenue, Nashville,
TN 37205 valued at $1.26 million.
Chapter 11 Petition Date: May 2, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-01576
Judge: Hon. Randal S. Mashburn
Debtor's Counsel: Keith D. Slocum, Esq.
SLOCUM LAW
370 Mallory Station Road Suite 504
Franklin, TN 37067
Tel: (615) 656-3344
Email: keith@keithslocum.com
Total Assets: $1,260,500
Total Liabilities: $743,358
The petition was signed by Michael Matthews as owner.
The Debtor listed the U.S. Small Business Admin - BK located at
51 SW 1st Avenue, Suite 201, Miami, FL 33130 as its sole unsecured
creditor holding a claim of $69,546.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VSEKVGY/Lazarus_Holding_LLC__tnmbke-24-01576__0001.0.pdf?mcid=tGE4TAMA
LI-CYCLE HOLDINGS: To Restate Financials After Adopting US GAAP
---------------------------------------------------------------
Li-Cycle Holdings Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that as of June 30,
2023, the last business day of the second quarter of the Company,
it determined that it no longer qualified as a "foreign private
issuer" as such term is defined in Rule 405 under the Securities
Act. As a result, effective January 1, 2024, the Company has been
required to comply with all of the periodic disclosure requirements
of the Exchange Act, applicable to U.S. domestic issuers, such as
Forms 10-K, 10-Q and 8-K, rather than the forms the Company has
filed or furnished with the Securities and Exchange Commission in
the past as a foreign private issuer, such as Forms 20-F and 6-K,
among other requirements.
Accordingly, the Company is now required to prepare its financial
statements filed with the SEC in accordance with generally accepted
accounting principles in the United States. As required pursuant to
Section 4.3(4) of Canadian Securities Administrators National
Instrument 51-102 – Continuous Disclosure Obligations, the
Company must restate its interim financial reports for the fiscal
year ended December 31, 2023 in accordance with US GAAP, such
interim financial reports having previously been prepared in
accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The restated unaudited consolidated interim financial statements
and the related management's discussion and analysis of financial
condition and results of operations for (i) the three months ended
March 31, 2023 and 2022; (ii) the three and six months ended June
30, 2023 and 2022; and (iii) the three and nine months ended
September 30, 2023 and 2022 have been prepared in accordance with
US GAAP.
Other than as expressly set forth, the Restated Interim Financial
Statements and MD&As do not, and do not purport to, update or
restate the information in the original unaudited consolidated
interim financial statements and the related management's
discussion and analysis of financial condition and results of
operations for (i) the three months ended March 31, 2023 and 2022;
(ii) the three and six months ended June 30, 2023 and 2022; and
(iii) the three and nine months ended September 30, 2023 and 2022
or reflect any events that occurred after the date of the filing of
the Original Interim Financial Statements and MD&As.
About Li-Cycle Holdings Corp.
Li-Cycle Holdings Corp. is a Canada-based global lithium-ion
battery resource recovery company and pure-play lithium-ion battery
recycler.
Vaughan, Canada-based KPMG LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
15, 2024, citing that the Company has suffered recurring losses
from operations since inception, continued cash outflows from
operating activities and paused its construction of the Rochester
Hub project, that raise substantial doubt about its ability to
continue as a going concern.
LIFT AIRCRAFT: IndigoSpire CPA Group Raises Going Concern Doubt
---------------------------------------------------------------
LIFT Aircraft Inc. disclosed in a Form 1-K Report filed with the
U.S. Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
Aurora, CO-based IndigoSpire CPA Group, LLC, the Company's auditor,
issued a "going concern" qualification in its report dated April
17, 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.
The Company reported a net loss of $2,254,920 on $2,734,879 of
revenue in Fiscal 2023, compared to a net loss of $3,765,043 on
$2,721,452 of revenue in Fiscal 2022.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/3pk2x5bc
About LIFT Aircraft
LIFT Aircraft was founded in 2017 in order to make the joy and
utility of personal, vertical flight accessible to everyone. The
company has developed and is producing a personal, electric,
vertical take-off and landing (eVTOL)aircraft named HEXA, and it
hopes to make fleets of HEXA aircraft available to the public for
pay-per-flight rental at LIFT and partner operated locations.
As of December 31, 2023, the Company has $8,202,792 in total
assets, $3,385,624 in total liabilities, and $4,817,168 in total
shareholders' equity.
LYONS COMPANIES: Wins Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, authorized The Lyons Companies, LLC to use
cash collateral, on a final basis, in accordance with the budget,
with a 10% variance.
The Debtor requires the use of cash collateral for working capital,
general corporate purposes and administrative costs and expenses of
the Debtor in the ordinary course of business.
The Debtor's primary lender and secured creditor, Simmons Bank,
entered into a Loan and Security Agreement in July 2019, which was
amended from time to time, and provided both a revolving line of
credit and a term loan. The Sixth Amended and Restated Promissory
Note for the Debtor's revolving line of credit is dated September
30, 2023. The LOC was originally $7.350 million but was increased
with the amendments to $9.5 million. The current amount outstanding
on the LOC is $9.5 million. The Debtor's LOC is specifically tied
to the Debtor's asset base its accounts receivable, inventory and
equipment. The interest rate on the LOC is prime plus 2% per annum
which is currently 10,6%. The maturity date of the LOC is March 1,
2025. Debtor's term loan with the Bank is dated July 19, 2021. The
original amount of the Term Loan was $2.5 million. The interest
rate on the Term Loan is also prime plus 2% per annum. The current
amount outstanding on the Term Loan is $1.6 million.
The Debtor also has secured debt related to equipment leases it
utilizes in its operations and makes up approximately $712,000 in
total secured loans. Specifically, the Debtor has: (i) four loans
with Trumpf Finance Equipment totaling $300,135 outstanding and the
Debtor's monthly payment is in the amount of $19,480; and (ii) a
loan with US Bank Equipment Finance totaling $412,705 outstanding
and the Debtor's monthly payment is in the amount of $7,673.
As adequate protection for the Debtor's use of cash collateral,
Simmons is granted, valid, binding, enforceable, and perfected
first-priority replacement liens subject in all property acquired
or created postpetition.
The Replacement Lien will be junior and subordinate to (a) fees due
the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6);
(b) fees due the Clerk of Court; (c) courtapproved fees and
expenses due to the Debtor's professionals in the amount set forth
in the Budget; (e) any Superpriority Claim; and (f) following a
Termination Event, up to $200,000 in court-approved fees and
expenses incurred by the Debtor's professionals.
As set forth in the Final Budget, the Debtor will make monthly
payments of $100,000 to Simmons, which amount Simmons may
automatically debit from the Debtor's operating account each
month.
The Debtor's right to use cash collateral will terminate upon (i)
the entry of an order dismissing or converting the Chapter 11 Case
to a case under chapter 7 of the Bankruptcy Code or (ii)
determining that the Debtor is in default of its obligations under
the terms of an order authorizing the continued use of cash
collateral, or (iii) substantial diminution in the Bank's
collateral value that remains uncured for 7 days after notice to
the Debtor by the Bank.
A copy of the order is available at https://urlcurt.com/u?l=edsOTv
from PacerMonitor.com.
About Lyons Companies, LLC
The Lyons Companies, LLC has been providing advanced custom metal
fabrication services and high-quality industrial and appliance
products to companies throughout North America.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-30684) on March 15,
2024. In the petition signed by Steven Huff, CEO and member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Joan A. Lloyd oversees the case.
April A. Wimberg, Esq., at DENTONS BINGHAM GREENEBAUM, represents
the Debtor as legal counsel.
MASHINDUSTRIES INC: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized MASHindustries, Inc. to use cash collateral, on an
interim basis, in accordance with the budget, with a 15% variance.
As adequate protection, the U.S. Small Business Administration is
granted replacement liens upon all postpetition assets of the
Debtor's estate to the same extent, validity and priority as its
liens upon the Debtor's prepetition assets, as adequate protection
of its prepetition collateral and cash collateral.
All applicable banks and other financial institutions are directed
to receive, process, honor and pay all checks presented for payment
and to honor all electronic payment requests made by the Debtor
relating to its May 3, 2024 payroll and workers' compensation
premium.
A continued hearing on the matter is set for May 22, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=mMVm76
from PacerMonitor.com.
About MASHindustries, Inc.
MASHindustries, Inc. is a turnkey custom millwork and commercial
casework manufacturer that offers state-of-the-art fabrication and
professional installation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11046) on April 24,
2024. In the petition signed by Bernard Brucha, chief executive
officer, the Debtor disclosed up to $10 million in assets and up to
$10 million in liabilities.
Judge Theodor Albert oversees the case.
Susan K. Seflin, Esq., at BG LAW LLP, represents the Debtor as
legal counsel.
MED-X INC: BF Borgers Raises Going Concern Doubt
------------------------------------------------
Med-X, Inc. disclosed in a Form 1-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 25, 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.
The Company has an accumulated deficit as of $31 million, and a
working capital deficit of $816,128 at December 31, 2023. While
the Company has recurring revenues, gross profits are not presently
sufficient to support the Company's daily operations. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
The Company reported a net loss for the year ended December 31,
2023 of $6.47 million compared to $7.34 million for the year ended
December 31, 2022. Revenue for the year ended December 31, 2023 was
$1.89 million compared to $1.85 million for the year ended December
31, 2022.
During the year ended December 31, 2023, the Company received gross
proceeds of approximately $5 million from the issuance and sale of
shares of its common stock. During the year ended December 31,
2022, the Company received gross proceeds of approximately $3.8
million from the issuance and sale of sales shares of common stock
and loans.
Management plans to raise additional funds by way of a private or
initial public offering. While the Company believes in the
viability of its strategy and its ability to generate sufficient
revenue and to raise additional funds, there can be no assurances
to that effect. Should the Company fail to raise additional
capital, it may be compelled to reduce the scope of its planned
future business activities.
The ability of the Company to continue as a going concern is
dependent upon the Company's ability to further implement its
business plan, to generate sufficient revenue and to raise
additional capital.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/2vw2m7fz
About Med-X, Inc.
Med-X, Inc. is a Nevada corporation formed in February 2014 and
engaged in the business of product development, distribution, and
marketing of products, which currently consist of Nature-Cide,
Thermal-Aid, and Malibu Brands.
As of December 31, 2023, the Company has $1.3 million in total
assets, $1.9 million in total liabilities, and $538,300 in total
stockholders' deficit.
METROPOLITAN THEATRES: Court OKs Cash Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Metropolitan Theatres Corporation
to among other things, use cash collateral, on a final basis, in
accordance with the budget.
The US Small Business Administration claims an interest in the cash
collateral being used by the Debtor, and consents to the Debtor's
use of such cash collateral. The Debtor agrees, that to the extent
there is any diminution in the SBA's cash collateral due to the
Debtor's use of such cash collateral, the SBA will obtain a
replacement lien to the same extent, validity and priority as it
enjoyed prepetition to the extent of any such diminution. In
addition, the Debtor agrees to pay and will be authorized to pay
the SBA minimum monthly payments in the amount of $2,515 as
adequate protection under 11 U.S.C. section 361.
A copy of the order is available at https://urlcurt.com/u?l=JDqa0y
from PacerMonitor.com.
About Metropolitan Theatres Corporation
Metropolitan Theatres Corporation, a fourth-generation family-owned
theatre circuit launched in 1923, provides a movie-going experience
with a growing number of plush luxury recliner auditoriums and
expanded food and beverage offerings. Metropolitan currently
operates a diverse collection of historic properties and
state-of-the-art multiplexes among its 17 theatres and 94 screens
in California, Colorado, Idaho and Utah.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11569) on February
29, 2024. In the petition signed by David Corwin, president, the
Debtor disclosed $26,569,833 in assets and $25,243,105 in
liabilities.
Judge Barry Russell oversees the case.
Lance N. Jurich, Esq., at LOEB & LOEB LLP, represents the Debtor as
legal counsel.
KGI ADVISORS serves as the Debtor's financial consultant.
MJW MARKETING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MJW Marketing, Inc.
f/d/b/a Big Box Clearance
d/b/a Big Box Outlet Store
f/d/b/a MTF USA, Inc.
16761 146th Stret SE, Suite 189
Monroe, WA 98272
Business Description: Big Box Big is a liquidation store offering
tech products, fashion, outdoor gear,
hardware, kitchenware, furniture – even
groceries.
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 24-11118
Judge: Hon. Timothy W. Dore
Debtor's Counsel: Thomas D. Neeleman, Esq.
NEELAMAN LAW GROUP, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
Email: courtmail@expresslaw.com
Total Assets: $672,401
Total Liabilities: $3,118,730
The petition was signed by Michael (Mick) Weed, President - MJW
Marketing, Inc.
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/BKY7QYA/MJW_Marketing_Inc__wawbke-24-11118__0001.0.pdf?mcid=tGE4TAMA
MOXY RESTAURANT: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Moxy Restaurant Associates, Inc. to use cash collateral,
on an interim basis, in accordance with the budget, with a 10%
variance.
JPMorgan Chase Bank and U.S. Small Business Administration assert
an interest in the Debtor's cash collateral.
The Debtor entered into a Credit Agreement with JPMorgan Chase on
February 10, 2020 for a line of credit in the principal amount of
$50,000.
The Debtor entered into a security agreement in connection with
this credit agreement, which provided JPMorgan Chase with a
security interest in, inter alia, accounts and proceeds thereof.
JPMorgan Chase filed a UCC-1 with the NY Secretary of State with
respect to this security agreement on February 13, 2020, File
Number 202002135196560.
The Debtor entered into a second Credit Agreement with JPMorgan
Chase on December 27, 2023 for a line of credit in the principal
amount of $200,000. The Debtor entered into a security agreement
with this credit agreement, which provided JPMorgan Chase with a
security interest in, inter alia, accounts and proceeds thereof.
JPMorgan Chase filed a UCC-1 with the NY Secretary of State respect
to this security agreement on January 9, 2024, File Number
202401095046762.
The Debtor obtained two Paycheck Protection Program loans from the
U.S. Small Business Administration. The U.S. SBA filed a UCC-1 with
the NY Secretary of State on September 5, 2020, File Number
202009057527776, asserting a security interest in, inter alia,
accounts and proceeds thereof.
As of the Petition Date, JPMorgan Chase is owed $ 143,979 and the
U.S. SBA is owed $104,474.
As adequate protection for the Debtor's use of cash collateral, the
Lenders are granted replacement liens in all of its prepetition and
post-petition assets and proceeds, to the extent that the Lenders
have valid security interests in said pre-petition assets on the
Petition Date and in the continuing order of priority that existed
as of the Petition Date.
The Replacement Liens will be subject and subordinate only to: (i)
the claims of Chapter 11 professionals duly retained in the Chapter
11 cases and to the extent awarded pursuant to Sections 330 or 331
of the Code; (ii) United States Trustee fees pursuant to 28 U.S.C.
Section 1930 and 31 U.S.C. Section 3717 and any Clerk's filing
fees; (iii) fees and expenses incurred in connection with any
investigation of the nature, extent and validity of Lenders' liens
and security interests in an amount not to exceed $10,000; and (iv)
the fees and commissions of a hypothetical Chapter 7 trustee in an
amount not to exceed $10,000.
A copy of the order is available at https://urlcurt.com/u?l=F4ylav
from PacerMonitor.com.
About Moxy Restaurant Associates Inc.
Moxy Restaurant Associates, Inc. operates as a full-service
restaurant in New York.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10449) on March 19,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Thomas McCarthy, director, signed the
petition.
Judge Michael E. Wiles oversees the case.
Vincent Roldan, Esq., at Mandelbaum Barrett, PC represents the
Debtor as legal counsel.
MV REALTY: Wins Cash Collateral Access Thru June 30
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized MV Realty Holdings, LLC and
affiliates to use cash collateral in accordance with the Budget and
the terms and conditions of the Final Order, through and including
June 30, 2024.
As previously reported by the Troubled Company Reporter, the
Debtors require the use of cash collateral to fund payroll, rent,
insurance and other costs related to its business operations.
Goodwood Fund and Monroe Capital Management Advisors, LLC assert an
interest in the Debtor's cash collateral.
The Secured Creditors were granted continuing liens as of the
Petition Date on and security interests in all properly of the
Debtors of the same description, type and nature as was subject to
the Secured Creditors' pre-petition liens and security interests
with such Continuing Liens to have the same extent, validity and
priority as existed as of the Petition Date: provided however, that
the Continuing Liens will be at all times subject and junior to the
Administrative Carveout and any Professional Fee Carveout.
As additional adequate protection, the Secured Creditors were
granted valid, binding, enforceable, fully perfected replacement
liens and first priority security interests in the Debtors'
presently owned or hereafter acquired property and assets.
The Continuing Liens and Replacement Liens will be at all times
subject and junior to: (i) all unpaid fees required to be paid to
the Clerk of the Court and to the United States Trustee pursuant to
28 U.S.C. Section 1930 (a)(6) and (ii) any carveout for the benefit
of professionals agreed to by Secured Creditors as part of any
final cash collateral order.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=q1CklH from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$460,078 for the week ending May 12, 2024;
$359,329 for the week ending May 19, 2024; and
$203,579 for the week ending May 26, 2024.
About MV Realty PBC, LLC
MV Realty PBC, LLC is a real estate brokerage. The Debtor and
affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Lead Case No. 23-17590) on September 22,
2023. In the petition signed by Antony Mitchell, authorized party,
the Debtor disclosed up to $50 million in assets and up to $100
million in liabilities.
Judge Erik P. Kimball oversees the case.
Michael D. Seese, Esq., at Seese, PA, represents the Debtor as
legal counsel.
NESV ICE: Bid to Use Cash Collateral Denied as Moot
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, denied as moot, the motion to use cash collateral
filed by NESV Ice, LLC. as the modified second amendment joint plan
or reorganization of the Debtor and affiliates has been confirmed.
The hearing set for April 30, 2024 has been cancelled.
About NESV Ice, LLC
NESV Ice, LLC and affiliates NESV Swim, LLC, NESV Field, LLC, NESV
Hotel, LLC, NESV Tennis, LLC, NESV Land, LLC, and NESV Land East,
LLC, offer fitness and sports training services. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Mass. Case No. 21-11226) on August 26, 2021. The petitions were
signed by Stuart Silberberg as manager.
Judge Christopher J. Panos oversees the case.
William McMahon, Esq., at Downes McMahon LLP is the Debtor's
counsel.
NICA REPAIRS: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Gainesville Division, authorized Nica Repairs, LLC to use cash
collateral, on a final basis, in accordance with the budget.
Campus USA Credit Union, the U.S. Small Business Administration,
and ODK Capital, LLC assert an interest in the Debtor's cash
collateral.
The Debtor is permitted to use cash collateral on an interim basis
to pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and (b) the current and
necessary expenses set forth in the budget.
As adequate protection, the Secured Creditors will have a
post-petition lien on cash collateral which was in existence as of
the date of the filing of the petition and which arises after the
filing of the petition, to the same extent and with the same
validity and priority as any pre-petition lien held by any such
Secured Creditor. The validity, priority and extent of any such
pre-petition liens will be subject to further Court review.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under any loan and security
documents with any of the Secured Creditors.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=DTl7IR from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$25,670 for May 2024; and
$25,960 for June 2024.
About Nica Repairs, LLC
Nica Repairs, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-10059-KKS) on March
14, 2024. In the petition signed by Karan Bhathija, managing
member, the Debtor disclosed up to $50,000 in assets and up to $1
million in liabilities.
Judge Karen K. Specie oversees the case.
Lisa Caryl Cohen, Esq., at Ruff & Cohen PA, represents the Debtor
as legal counsel.
NIXPLAY INC: BF Borgers Raises Going Concern Doubt
--------------------------------------------------
Nixplay, Inc. disclosed in a Form 1-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 17, 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.
The Company had a net loss of $5,023,536 on $20,038,285 of revenue
for the period ended December 31, 2023, compared to a net loss of
$7,557,913 on $30,487,490 of revenue for the period ended December
31, 2022.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/4pssk67y
About Nixplay, Inc.
Nixplay, Inc. is a corporation formed under the laws of the State
of Delaware on June 10, 2022. Nixplay produces smart, Wi-Fi enabled
digital photo frames that are supported by the "Nixplay Platform"
-- its private platform that enables families to share, store, and
view their photos, videos, and other digital content through our
frames and/or Nixplay mobile app.
As of December 31, 2023, the Company has $17,545,873 in total
assets, $19,732,638 in total liabilities, and $692,078 in total
deficit.
NORTHERN MARIANA CPA: Fitch Affirms BB on 1998A/2005A SeaPort Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on approximately $11.9
million of outstanding Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands (CNMI) senior series
1998A and 2005A seaport revenue bonds. The Rating Outlook is
Stable.
Entity/Debt Rating Prior
----------- ------ -----
Northern Mariana
Islands, Commonwealth
of (MP) [Port
Facilities]
Northern Mariana
Islands, Commonwealth
of (MP) /Port
Facility Revenues –
First Lien/1 LT LT BB Affirmed BB
RATING RATIONALE
The rating reflects the essentiality of the ports to a small,
island economy with high exposure to economic volatility from
tourism and a nearly 100% import-based cargo operation. The rating
also considers CPA's sustained revenue performance and history of
controlled expenses. Fitch expects CPA to maintain financial
metrics supportive of the current rating level, with rating case
debt service coverage ratios (DSCR) averaging 1.5x through 2028.
Robust liquidity levels mitigate exposure to potential prolonged
softening of cargo demand.
KEY RATING DRIVERS
Revenue Risk - Volume - Weaker
Concentrated but Vital Cargo Base: The seaports remain essential
for the import of goods to an island economy. However, CNMI's
exposure to macroeconomic shocks and elevated dependence on a
limited tourist base weaken growth prospects. Food and fuel-related
cargos account for approximately 50% of import-dependent revenue
tonnage, which provides volume stability.
Revenue Risk - Price - Midrange
Limited Rate Increases: CPA benefits from unlimited legal authority
to increase rates on seaport system tenants and users as needed to
meet a 1.25x coverage ratio. A lack of willingness to increase
rates over a prolonged period, with the last rate increase
occurring in 2009, indicates some political pressure on rate
setting.
Infrastructure Dev. & Renewal - Midrange
Modest Capital Improvement Plan: The ports are in satisfactory
condition and have ample capacity to meet future demand given the
current facilities handled nearly twice as much cargo prior to the
departure of the garment industry and the great recession in 2008.
The authority's planned capital projects are manageable and funded
with grants and internally generated funds. No additional debt is
anticipated to fund capital projects. Short-term capital projects
are well-defined; however, the capital plan does not currently
consider long-term maintenance needs.
Debt Structure - 1 - Stronger
Conservative Capital Structure: The authority maintains 100%
fixed-rate, fully amortizing debt with a level debt service profile
and final maturity in 2031. Structural features and reserves are
sufficient and typical for a port credit, with a 1.25x rate
covenant and additional bonds test, and a debt service reserve fund
sized to maximum annual debt service.
Financial Profile
In fiscal 2023 (unaudited), CPA had a solid coverage ratio of 1.5x
and negative net debt-to-cash flow available for debt service
(CFADS) due to cash balances exceeding debt outstanding. CPA
maintains strong balance sheet cash and reserves available for
operating expenses, with days cash on hand currently exceeding
1,800. Robust liquidity and leverage metrics provide CPA with
flexibility to meet financial commitments in weak performing
periods. Fitch rating case coverage averages 1.5x through fiscal
2028 and increases to around 8x as debt service materially steps
down in 2029 through final maturity in 2031.
PEER GROUP
Paita (Peru) (BBB-/Positive) serves as a global peer to CPA, with a
similar regionally focused importance but higher coverage metrics
and superior franchise strength. The Hawaii Department of
Transportation (AA-/Stable) is a U.S. port with a similar
operational profile, strong financial metrics and island economy
structure. However, Hawaii's operations are on a much larger scale,
the service area is less economically volatile, and tariff
increases are increased annually by the greater of 3% or CPI. This
results in stronger volume assessment and a midrange price
assessment. All of these factors contribute to Hawaii's much higher
rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A severely weakened underlying service area economy that results
in the seaports' inability to maintain cargo levels at or near
current levels for a sustained period;
- Depressed debt service coverage levels resulting from declining
operating revenues;
- A shift in the seaports' balance sheet liquidity and financial
flexibility resulting from changes in operating expense management
or pricing power.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustained financial performance in line with Fitch base case
expectations without a material increase in leverage.
CREDIT UPDATE
Revenue trends have been volatile since 2018, attributed to the
pandemic and reductions in inbound revenue tonnage and damage from
storms such as Super Typhoon Yutu that have passed through the
CNMI. While the ports are located in an island economy with
exposure to tourism, CPA also has a mix of non-operating revenues
(grants and interest income) to help offset declines in operating
revenue.
The seaport system benefits from a natural monopoly position, with
90% of goods entering the Northern Mariana Islands passing through
the ports of Saipan, Tinian, and Rota. Total tonnage in fiscal 2023
(Sept. 30 YE) decreased by 5.9% from the prior year attributed to a
global slowdown of cargo movement, with nearly 428 thousand metric
tons of cargo moving through the ports (representing 75% of fiscal
2019 volumes).
CPA anticipates revenue tonnage to be maintained at current levels
in the near term. There is also an ongoing major military
construction project on Tinian that CPA indicated could contribute
to port activity. Construction of this project is expected to last
an additional 2-3 years.
YTD tonnage through the first five months of fiscal 2024 exceeded
tonnage levels during the same period in fiscal 2023 by 1.2%. YTD
operating revenue through the first four months of fiscal 2024
exceed prior year levels by 11.4% and are tracking significantly
higher than Fitch's prior base case assumption of 5.9% growth in
fiscal 2024.
Total operating revenues for the seaport system, which consist
primarily of harbor and non-harbor revenues, decreased slightly by
1.1% yoy to $7.5 million in fiscal 2023 (unaudited), but exceeded
Fitch's base case expectations by 4.2%. Estimated operating
expenses in fiscal 2023 (unaudited) of $3.7 million decreased 5.8%
yoy, but were 11.2% above Fitch's base case expectations concurrent
with stronger revenue performance.
The DSCR of 1.5x in unaudited fiscal 2023 exceeded Fitch's prior
year base case expectation of 1.3x. Leverage remains negative due
to strong balance sheet cash and reserves and minimal debt
outstanding.
FINANCIAL ANALYSIS
Fitch's base case conservatively assumes operating revenues grow at
1.5% per year through 2031. Operating expenses grow by 3.0%
annually. Under the base case, DSCR averages 1.6x through 2028 and
4.3x through debt maturity in 2031 and leverage remains negative.
Fitch's rating case is consistent with the base case for fiscal
2024 and incorporates a hypothetical recessionary revenue decrease
of 10% in fiscal 2025, a two-year recovery period, and subsequent
annual growth of 1.5% thereafter. Operating expenses are stressed
by 50 basis points above base case assumptions, except for in
fiscal 2025 when they are kept flat, yielding a 3.0% CAGR through
2031. Fitch rating case DSCRs average 1.5x through 2028 and 3.9x
through maturity, with leverage remaining negative.
SECURITY
The seaport bonds are secured solely by gross seaport revenues and
certain accounts established pursuant to the bond indenture.
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.
NUMBER HOLDINGS: Weil & Potter Anderson Advise Secured Noteholders
------------------------------------------------------------------
The law firms of Weil, Gotshal & Manges LLP and Potter Anderson &
Corroon LLP filed a verified statement pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure to disclose that in the
Chapter 11 cases of Number Holdings Inc., and affiliates, the firms
represent the Ad Hoc Group of Secured Noteholders.
Prior to the commencement of these chapter 11 cases, the Ad Hoc
Group retained Counsel to represent it in connection with a
potential restructuring of the Debtors.
Counsel represents only the Ad Hoc Group and does not represent or
purport to represent any entities other than the Ad Hoc Group in
connection with the Debtors' chapter 11 cases. In addition, each
member of the Ad Hoc Group is acting for its own interest, and does
not purport to act, represent, or speak on behalf of any other
entities, including other affiliated entities that may hold claims
against the Debtors, in connection with the Debtors' chapter 11
cases.
The Ad Hoc Group's address and the nature and amount of disclosable
economic interests held in relation to the Debtors are:
1. Certain funds or accounts managed, advised, or sub-
advised by OCM 99 Holdings, LLC
333 South Grand Ave., 28th Floor
Los Angeles, CA 90071
* Senior Secured Notes ($120,000,000)
2. Certain funds or accounts managed, advised, or sub-
advised by Sculptor Capital LP
9 West 57th Street,
New York, NY 10019
* Senior Secured Notes ($61,328,000)
3. MG Special Opportunities Investments LLC
488 Madison Avenue, 20th Floor
New York, NY 10022
* Senior Secured Notes ($29,020,000)
4. Blue Hiawatha LLC
250 West 55th Street
New York, NY 10019
* Senior Secured Notes ($19,449,000)
5. White Hathaway Opportunity LLC
250 West 55th Street
New York, NY 10019
* Senior Secured Notes ($13,350,000)
6. COF Holdings I LLC
250 West 55th Street
New York, NY 10019
* Senior Secured Notes ($1,190,000)
7. Certain funds or accounts managed or advised by Arbour
Lane Capital Management, L.P.
700 Canal Street, 4th Floor
Stamford, Connecticut 06902
* Senior Secured Notes ($16,096,000)
8. CrossingBridge Advisors, LLC
427 Bedford Road, Suite 220
Pleasantville, NY 19579
* Senior Secured Notes ($11,514,000)
9. CastleKnight Management LP
888 Seventh Avenue, 24th Floor
New York, NY 10019
* Senior Secured Notes ($8,766,000)
10. Stadium I L.P.
345 Park Avenue,
New York, NY 10154
* Senior Secured Notes ($11,550,000)
Attorneys for the Ad Hoc Group:
POTTER ANDERSON & CORROON LLP
M. Blake Cleary, Esq.
L. Katherine Good, Esq.
Brett M. Haywood, Esq.
1313 North Market Street, 6th Floor
Wilmington, DE 19801-6108
Telephone: (302) 984-6000
Email: bcleary@potteranderson.com
kgood@potteranderson.com
bhaywood@potteranderson.com
- and -
WEIL, GOTSHAL & MANGES LLP
Jeffrey D. Saferstein, Esq.
Theodore E. Tsekerides, Esq.
Jessica L. Falk, Esq.
Andriana Georgallas, Esq.
Chase A. Bentley, Esq.
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Email: Jeffrey.Saferstein@weil.com
Theodore.Tsekerides@weil.com
Jessica.Falk@weil.com
Andriana.Georgallas@weil.com
Chase.Bentley@weil.com
About Number Holdings
Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/
-- operate over 370 "extreme value" retail stores in California,
Arizona, Nevada and Texas under the business names "99¢ Only
Stores" and "The 99 Store." The Company offers its customers a wide
array of quality products -- from everyday household items, to
fresh produce, deli, and other grocery items, to an assortment of
seasonal and party merchandise -- many of which are still priced at
or below 99.99 cents. The Company's stores are primarily located in
urban areas and underserved communities, many of which lack close
access to traditional grocery stores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7,
2024. In the petition signed by Christopher J. Wells, as chief
restructuring officer, the Debtor disclosed up to $10 billion in
both assets and liabilities.
Judge Kate Stickles oversees the case.
The Debtors tapped Milbank LLP as general bankruptcy counsel,
Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel,
Jefferies LLC as investment banker, Alvarez & Marsal North America,
LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco
Real Estate, LLC as retail consultant and real estate consultant,
and Kroll Restructuring Administration LLC as claims and noticing
agent.
NUOVO CIAO-DI: Hilco Sets May 17 Bid Deadline for Two Condos
------------------------------------------------------------
Hilco Real Estate, LLC, has declared May 17, 2024 as the bid
deadline for the Chapter 11 bankruptcy sale of two commercial
condominiums in New York City's historic Greenwich Village. These
condominiums occupy the first and second floor of the building
located at 350-354 Avenue of the Americas. With 176 feet of prime,
wraparound frontage on the corner of 6th Avenue and Washington
Place, these offerings benefit from high visibility and heavy foot
traffic.
The ground-floor retail space, totaling over 7,850+/- square feet
and zoned C1, boasts 15-foot ceilings, exceptional location and can
accommodate single or multiple tenants. While currently not built
out, the versatile layout can be retrofitted to take advantage of
three separate entry points, which present a unique opportunity for
various uses.
The second-floor space, spanning 8,942+/- square feet and zoned C2,
offers ample flexibility for community-oriented endeavors.
Previously occupied by a daycare, the space retains its built-out
infrastructure, providing a turnkey solution for a new operator.
This setup can also offer potential investors the ability to
combine both floors and potentially increase the value for a
prospective tenant.
The condominiums sit just one block from Washington Square Park and
four blocks from NYU, ideally positioned to take advantage of
excellent foot traffic. Additionally, eight subway lines, including
the A, C, E, B, D, F, M and 1, and the PATH train are within
walking distance, ensuring easy accessibility for both employees
and customers.
Greenwich Village, on the west side of Lower Manhattan, is known
for its history of fostering art and creativity, with notable
former residents including Edgar Allen Poe, Jackson Pollack and Bob
Dylan. The neighborhood also features multiple attractions,
including Washington Square Park, the Village Vanguard jazz club,
the Comedy Cellar, the historic Jefferson Market Library and
several historic districts dedicated to preserving the Village's
character and charm. In addition to being lauded for its creative
culture, Greenwich Village is home to New York University (NYU),
The New School and Cooper Union, with over 64,000 students in
attendance between the three universities. Despite the pandemic,
the neighborhood also saw a 1.85% population increase from 2020 to
2021 and a 4.29% increase in median household income.
Jonathan Cuticelli, vice president at Hilco Real Estate, states,
"The commercial spaces listed with this bankruptcy deal will
provide investors with the flexibility to capitalize on the
neighborhood's vibrant atmosphere and diverse population. As
Greenwich Village continues to grow, the next owner will be
well-positioned to serve the community."
The sale of 350-354 Avenue of the Americas is being conducted by
Order of the U.S. Bankruptcy Court District of the Southern
District of New York (Manhattan), Bankruptcy Petition No.
23-10068-JPM, In re: Nuovo Ciao-Di LLC. Bids must be received on or
before the deadline of May 17 and must be submitted on the Purchase
and Sale Agreement available for review and download from Hilco
Real Estate's website.
Interested buyers should review the requirements in order to
participate in the bankruptcy sale process available on Hilco Real
Estate's website. For further information, please contact Jonathan
Cuticelli at (203) 561-8737 or jcuticelli@hilcoglobal.com.
For further information on the property, sale process, and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstateSales.com or call (855) 755-2300.
About Hilco Real Estate
Hilco Real Estate, a Hilco Global company (HilcoGlobal.com), is
headquartered in Northbrook, Illinois (USA). HRE is a national
provider of strategic real estate disposition services. Acting as
an agent or principal, HRE uses its experience to advise and
execute strategies to assist clients in deriving the maximum value
from their real estate assets. By leveraging multi-faceted sales
strategies and techniques, aggressive repositioning and
restructuring experience, a vast and motivated network of buyers
and sellers, and substantial access to capital, HRE exceeds
expectations even in the most complex transactions.
About Nuovo Ciao-Di
Nuovo Ciao-Di, LLC filed Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 23-10068) on Jan. 20, 2023, with $10 million to $50 million in
both assets and liabilities. Michael Rainero, manager, signed the
petition.
Judge John P. Mastando III oversees the case.
H. Bruce Bronson, Jr., Esq., at Bronson Law Offices, PC serves as
Nuovo Ciao-Di's counsel.
On May 23, 2023, DCC Vigilant LLC, a creditor, filed its proposed
Chapter 11 plan of liquidation for Nuovo Ciao-Di.
NUSTAR ENERGY: S&P Raises ICR to 'BB+' on Acquisition by Sunoco
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on NuStar Energy
L.P. and its senior unsecured notes to 'BB+' from 'BB-'. The
recovery rating on the notes remains '3' and reflects S&P's
expectation of meaningful (50%-70%; rounded estimate: 65%) recovery
in the event of default.
S&P said, "We also raised our ratings on NuStar' preferred stock to
'B+' to 'B-, and raised our rating on NuStar's subordinated debt to
'BB-' from 'B'. We will discontinue our ratings on the preferred
stock and subordinated debt following their repayment, which we
expect to occur about 30 days following the acquisition close.
"We also removed all of the ratings from CreditWatch, where they
were placed with positive implications on January 22, 2024.
The outlook on NuStar is stable, mirroring the outlook of Sunoco.
"We will withdraw our issuer credit rating on NuStar following the
senior unsecured notes being cross-guaranteed by Sunoco and the
repayment of the subordinated debt and preferred stock. We
anticipate this will occur within 30 days of transaction close."
On May 3, 2024 Sunoco L.P. (Sunoco, BB+/Stable/--) completed the
acquisition of all outstanding NuStar common units in exchange for
Sunoco units.
The rating action follows the closing of SUN's acquisition of
NuStar. S&P raised its issuer credit rating on NuStar to 'BB+' to
equalize them with the rating on Sunoco because we now consider NS
to be a core subsidiary of Sunoco.
S&P said, "We could raise or lower the rating on NuStar if we
raised or lowered the rating on Sunoco. As a result, the outlook,
upside, and downside scenarios for NuStar mirror that of Sunoco's,
which are shown below.
"The stable outlook reflects our expectation that Sunoco will end
fiscal 2024 in the mid-4x area, before deleveraging modestly in
fiscal 2025 to around 4.2-4.3x. We anticipate the company will
successfully integrate NuStar's operations and capture synergies
over the next several years while pursuing organic growth, leading
to deleveraging toward 4x.
"We could take a negative rating action on Sunoco if S&P Global
Ratings-adjusted leverage approaches 5x. This could occur if the
company adopted a more aggressive financial policy that prioritized
debt-funded shareholder returns, or performance weakened
significantly leading to a sustained EBITDA decline.
"We could take a positive rating action on Sunoco if we expect the
company will maintain S&P Global Ratings-adjusted leverage below
4x. Furthermore, the company would need to have a clear financial
policy supporting leverage sustained at this level."
OLD SCHOOL: Seeks Cash Collateral, $200,000 DIP Loan
----------------------------------------------------
Old School Power, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Texas, Sherman Division, for authority to,
among other things, use cash collateral and obtain postpetition
financing.
The Debtor seeks to obtain postpetition financing in the amount of
$200,000 from Phoenix-Issa Strategic Partners, LLC, a California
Limited Lability Company.
The DIP Loan will be due May 1, 2025. The DIP Loan will bear
interest at 10% per annum.
Proceeds of the DIP Facility will be used solely for the following
purposes:
a. to fund post-petition operating expenses and working-capital
needs of the Debtor, including, but not limited to, those
activities required to remain in, or return to, compliance with
laws;
b. to pay certain other costs and expenses of administration of the
Chapter 11 Case as approved by the DIP Lender in writing; and,
c. for any other purpose for which the Carve-Out may be used.
The funds advanced pursuant to the proposed DIP Facility will be
treated as an allowed administrative expense of the Debtor's
estate, which will, subject to the Carve-Out, have priority in
payment over any other indebtedness and/or obligations now in
existence or incurred hereafter by the Debtor and over all
administrative expenses or charges against property arising in the
Chapter 11 Case and any superseding Chapter 7 cases.
In September 2021, CanAm Oklahoma Petroleum, Ltd., an entity owned
by Louis Ouellette, the Prepetition Secured Lender, sold oil and
gas properties, leases, wells, well bores and associated tanks and
equipment located in Jackson County, Oklahoma to the Debtor
pursuant to a Purchase and Sale Agreement. The Purchase Agreement,
negotiated by and between each party's counsel, states that the
consideration for the purchase of the Acquired Assets was $2.5
million. Further, the Purchase Agreement specifies that the
Purchase Price will be paid (i) $1 million in cash via wire
transfer at closing, and a promissory note to CanAm for the
remaining $1.5 million.
Pursuant to the Purchase Agreement, the parties executed collateral
documents related to the CanAm Notes, including a Security
Agreement, which granted liens on the Acquired Assets that are
personal property.
On March 7, 2023, CanAm transferred and assigned the CanAm Note to
Ouellette.
The production from the Debtor's oil and gas wells has been less
than originally expected, which eventually caused issues with the
Debtor servicing the amounts owed on the CanAm Note. In mid 2023,
the Debtor began attempting to negotiate with Ouelette to no
avail.
On November 8, 2023, Ouellette filed, for the first time, a UCC-1
Financing Statement in the Jackson County Real Property Records.
In December 2023, Ouelette sued the Debtor in Denton County Texas
state court on the CanAm Note. After additional attempts to
negotiate and settle with Ouelette failed, the Debtor filed the
Chapter 11 case in order to address its balance sheet and pursue
investment of new capital to perform the waterflood necessary to
obtain the prospective increase production it expected when it
originally purchased the assets.
As adequate protection for the Debtor's use of the Ouellette's
personal property collateral and the cash collateral, the Debtor
will make a monthly $12,500 adequate protection payment.
Further, as additional adequate protection, the Prepetition Secured
Lender will be granted, without any further action, continuing,
valid, binding, enforceable, fully perfected, first priority
security interests in the Debtor's presently owned or hereafter
acquired property and assets.
The Adequate Protection Liens will be subject and subordinate to:
(a) accrued and unpaid professional fees and expenses of the
attorneys, financial advisors, and other professionals retained by
the Debtor or any official committee appointed and approved by the
Court in connection with the Chapter 11 case and after the Petition
Date through the termination or expiration of the cash collateral
order; and (b) any and all fees payable to the Subchapter V Trustee
and the Clerk of the Bankruptcy Court.
As additional adequate protection of the Prepetition Secured
Lender's interests and in addition to the Adequate Protection
Payment and Adequate Protection Liens, the Debtor will grant the
Prepetition Secured Lender, to the extent of the Diminution in
Value of the Prepetition Secured Lender's interest in its
prepetition collateral, an allowed superpriority administrative
expense claim under 11 U.S.C. 507(b), with priority over every
other claim allowable under 11 U.S.C. section 507(a), subject in
all respects to the Carve-Out.
A copy of the motion is available at https://urlcurt.com/u?l=ZTc7rn
from PacerMonitor.com.
About Old School Power, LLC
Old School Power, LLC is a Texas entity. The Debtor owns various
oil wells, related equipment, and production from wells located in
Jackson County, Oklahoma.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40275) on February 5,
2024. In the petition signed by J. Michael Issa, manager, the
Debtor disclosed up to $1 million in both assets and liabilities.
Jason P. Kathman, Esq., at Spencer Fane, represents the Debtor as
legal counsel.
ONE MORE RECOVERY: Hires DeMarco Mitchell PLLC as Legal Counsel
---------------------------------------------------------------
One More Recovery, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire DeMarco Mitchell,
PLLC as counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $400
Michael S. Mitchell, Esq. $300
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $7,500 from the Debtor.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About One More Recovery LLC
One More Recovery LLC is a towing service provider in Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-30808) on March 22,
2024. In the petition signed by Tana Patterson, owner, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Stacey G. Jernigan oversees the case.
Robert T DeMarc, Esq., at DEMARCO MITCHELL, PLLC, represents the
Debtor as legal counsel.
OVIEDO-CLERMONT ROOFING: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------------
Oveido-Clermont Roofing, Inc. asks the U.S. Bankruptcy Court for
the Middle District of Florida, Orlando Division, for authority to
use cash collateral and provide adequate protection.
Customers Bank may assert a first priority security interest in the
Debtor's cash and cash equivalents by virtue of a recorded lien.
Additionally, Oviedo Roofing Enterprises may claim an inferior
interest in the Debtor's cash and cash equivalents by virtue of
alleged liens on the Debtor's personal property.
The cash collateral the Debtor seeks to use is comprised of cash on
hand and funds to be received from sales during the Debtor's normal
operations that are encumbered by the liens of the Secured
Creditors.
The Debtor will require the use of approximately $208,348 of cash
collateral to continue to operate its business for the next four
weeks, and, depending on the circumstances, a greater or lesser
amount will be required for each comparable period thereafter. The
Debtor will use the cash collateral to pay operating expenses.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant Secured Creditors replacement liens to the extent
of any diminution in value, with such liens to have the same
validity, extent, and priority as their respective pre-petition
liens.
A copy of the motion is available at https://urlcurt.com/u?l=GXMRY4
from PacerMonitor.com.
About Oviedo-Clermont Roofing, Inc.
Oviedo-Clermont Roofing, Inc. is a family owned construction and
roofing company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02058) on April 26,
2024. In the petition signed by Richard G. Moriarty, III,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at LATHAM LUNA EDEN & BEAUDINE LLP,
represents the Debtor as legal counsel.
OWEN CONTINENTAL: Case Summary & Five Unsecured Creditors
---------------------------------------------------------
Debtor: Owen Continental, L.P.
357 Marshall Ave., Ste. 101
Saint Louis, MO 63119
Business Description: Owen Continental owns a multifamily property
containing 107 dwelling units plus a first
floor commercial/office space located at
3615 Olive St., St. Louis, MO, having an
appraised value of $8.73 million.
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 24-41619
Judge: Hon. Kathy A. Surratt-States
Debtor's Counsel: Robert E. Eggmann, Esq.
CARMODY MACDONALD P.C.
120 S. Central Ave., Suite 1800
Saint Louis, MO 6310
Tel: 314-854-8600
Fax: 314-854-8660
Email: ree@carmodymacdonald.com
Total Assets: $9,224,444
Total Liabilities: $25,545,148
The petition was signed by Steve Trampe as managing partner.
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/CRDKJPQ/Owen_Continental_LP__moebke-24-41619__0001.0.pdf?mcid=tGE4TAMA
PARKE OPCO: Wins Cash Collateral Access
---------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Parke Opco, LLC d/b/a Subsurface Construction, to use cash
collateral, on an interim basis in the aggregate amount not to
exceed $106,644.
As adequate protection to the extent of use of cash collateral and
any diminution in the value of MidCountry Bank's collateral during
the First Interim Period, including cash collateral, MidCountry
will receive a first-priority, valid, binding, enforceable, and
perfected replacement lien and security interest in all
post-petition collateral and the proceeds, rents, products, and
profits therefrom, whether acquired or arising before or after the
Petition Date, to the same extent, priority, and validity that
existed as of the Petition Date pursuant to 11 U.S.C. 361(2).
As additional adequate protection to the extent of use of cash
collateral and any diminution in value of MidCountry's collateral
during the First Interim Period, MidCountry will receive a
first-priority, valid, perfected and enforceable continuing
supplemental lien on, and security interest in, all the assets of
the Debtor of any kind or nature whatsoever within the meaning of
11 U.S.C. section 541, whether acquired or arising before or after
the Petition Date, and the proceeds, rents, products, and profits
therefrom, but excluding Chapter 5 avoidance claims.
The Debtor will maintain insurance on its assets.
SCI Infrastructure Funding, LLC transferred $48,000 to the Debtor
on April 26, 2024, and each of the parties appearing at the hearing
on the Cash Collateral Motion consented to such transfer as a loan
to the Debtor as an administrative expense.
A further hearing on the matter is set for May 2 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=CB1hzV
from PacerMonitor.com.
About Parke Opco, LLC
Parke Opco, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-41059 ) on April 22,
2024. In the petition signed by Craig J. Morse, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Katherine A. Constantine oversees the case.
Cameron Lallier, Esq, at Bassford Remele, A Professional
Association, represents the Debtor as legal counsel.
PETER RINALDI: Wins Cash Collateral Access Thru July 19
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, at
Greenbelt, authorized Peter Rinaldi, DMD, LLC to use cash
collateral in accordance with the budget, through July 19, 2024.
The Debtor has secured creditors, some with liens on its cash and
accounts, which is therefore cash collateral.
The Debtor's first position secured creditor is Firstrust Bank,
with a claim that exceeds $1.7 million. Although the Debtor has
subordinate secured creditors, according to the Debtor's schedules
its assets aggregate $243,163, far less than the total of the
Firstrust claim. Thus, the liens of subordinate secured creditors
are without value except and only to the extent they provided
purchase money for the asset(s) that secure them.
Firstrust has perfected its security interest by the filing of
three Uniform Commercial Code Forms 1, all of which are still in
force and all of which pre-date the filing of UCC-1s by other
creditors.
Firstrust has agreed to allow the Debtor to use the cash
collateral.
As adequate protection for the use of cash collateral by the
Debtor, Firstrust is granted, on a dollar for dollar basis, to the
extent that cash collateral is used by the Debtor, a first priority
security interest and lien in and upon (i) the Collateral, (ii) all
post-petition assets that the Debtor acquires, creates or in which
the Debtor obtains an interest, and (iii) any and all claims
available to the Debtor under the provisions of Chapter 5 of the
Bankruptcy Code. In addition, the Debtor will make such adequate
protection payments as are contemplated by the budget.
As the Debtor's revenues permit, and in addition to the budget
items in the budget, it will pay into escrow with the Subchapter V
Trustee funds to pay the Trustee's fees after application to and
Order of the Court. The target for doing so will be $2,500 per
month, with the Debtor to make enhanced payments in those months
that permit, to cover months in which its cash flow does not allow
for such payments.
These events constitute an "Event of Default":
(a) Debtor fails to comply with any term or condition of the
Stipulation and Order;
(b) Debtor fails to timely pay any amounts required under the terms
of the Stipulation and Order;
(c) Debtor fails to comply with the expense limitations set forth
in the Budget within the variances provided;
(d) the case converts to a case under Chapter 7 of the Bankruptcy
Code;
(e) a responsible person, trustee or examiner is appointed in this
case pursuant to Section 1104 of the Bankruptcy Code;
(f) relief from the automatic stay is granted in favor of any other
party not consented to by Firstrust;
(g) the Stipulation and Order is modified by any judgment, decree
or order without the express consent of Firstrust;
(h) Debtor sells, or enters into any agreement for the sale of
substantially all of its assets without the consent of Firstrust;
(i) Debtor files any motion seeking to obtain debtor in possession
financing secured by liens that prime or share pari passu with the
liens of Firstrust.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=G11F9L from PacerMonitor.com.
The Debtor projects $129,827 in total revenue and $129,804 in total
expenses.
About Peter Rinaldi DMD LLC
Peter Rinaldi DMD LLC d/b/a Rinaldi Dental Arts specializes in
cosmetic dentistry.
Peter Rinaldi DMD LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D Md. Case No. 24-10504)
on Jan. 21, 2024, listing $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. The petition was signed by
Peter Rinaldi as owner.
Judge Lori S. Simpson presides over the case.
David E. Lynn, Esq. at District of Maryland, P.C. represents the
Debtor as counsel.
PINK BASKET: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Pink Basket, LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, for authority to use cash
collateral and provide adequate protection to First Horizon Bank.
First Horizon Bank appears to have a first priority lien on the
Debtor's assets, including cash collateral -- followed by the SBA,
CHTD Company, Newtek Bank N.A., and Bayfirst National Bank
(according to the UCC filings). The collateral is worth less than
$100,000.
Cash collateral will be used to pay critical vendors/operating
expenses on an as needed basis: including its manufacturer,
landlord, utility providers, payroll and digital marketing.
In 2020, the Debtor sustained losses and incurred debt due to the
shutdown of many boutiques nationwide. These boutiques purchased
clothing from the Debtor. At that time, Pink Basket offered net
60-90 terms following delivery of the merchandise. Many boutiques
filed for bankruptcy relief and many did not pay the Debtor as well
as canceled orders that were already manufactured.
As a result, the Debtor sought to reduce its operational expenses
by closing its showrooms, including a showroom in Dallas, Texas and
investing in its website and online and social media presence. It
secured three major wholesale customers (Saks Fifth Avenue, Neiman
Marcus, and recently Nordstrom), and it is currently working on a
fourth wholesale customer, Dillard's -- through the efforts of
owner, Mr. Amit Singh.
Despite an increase in retail sales, three national wholesale
customers, and another wholesale customer in the works, the
Debtor's reorganization efforts did not generate sufficient profits
to service all of its debts, which exceed $1 million. The value of
its assets is approximately $100,000.
The Debtor had approximately $512,000 in sales in 2023. The Debtor
anticipates average monthly sales in the sum of $41,000, and
anticipated sales in May 2024 to be approximately $35,000.
The Debtor proposes a monthly budget of approximately $31,500 with
net monthly expenses in the amount of approximately $20,000. The
Debtor also seeks Court approval of adequate protection to First
Horizon Bank the sum of up to $2,000 per month once it has net
profits to pay.
A copy of the motion is available at https://urlcurt.com/u?l=ISKfI0
from PacerMonitor.com.
About Pink Basket, LLC
Pink Basket, LLC is a children apparel wholesaler and retail
distributor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31803) on April 23,
2024. In the petition signed by Amit Singh, as member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Anabel King, Esq., at WAUSON|KING, represents the Debtor as legal
counsel.
PIZZA PALS: Seeks Cash Collateral Access
----------------------------------------
Pizza Pals LP asks the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral for materials,
payroll and general operating expenses. Revenue is generated
through the Debtor's pizza parlor business.
A search in the Texas Secretary of State shows an allegedly secured
position is held by the Internal Revenue Service (UCC Filing No.
23-0046035811). A search in the Colorado Secretary of State shows
that allegedly secured positions are held by:
(1) U.S. Small Business Administration (UCC Filing No.
20202087542);
(2) Corporation Service Company, as Representative (UCC Filing No.
20232052403);
(3) C T Corporation System, as Representative for Unknown Creditor
(UCC Filing No. 20232062610);
(4) ASSN Company (UCC Filing No. 20232085577);
(5) CHTD (UCC Filing No. 20232086233);
(6) Corporation Service Company, as Representative (UCC Filing No.
20232110404);
(7) Superfast Capital Inc. (UCC Filing No. 20232113644);
(8) CE Financial Solutions LLC (UCC Filing No.
20242003324/20242003336).
As to Pizza Pals of Lakewood LLC, there are no liens recorded with
the Texas Secretary of State. A search in the Colorado Secretary of
State shows that allegedly secured positions are held by (1) CHTD
Company (UCC Filing No. 20232086233) and (2) C T Corporation
System, as Representative for Unknown Creditor (UCC Filing No.
20232062610).
The loans are secured by current and future accounts receivables,
various pieces of inventory and equipment at Debtors’ businesses,
pursuant to the filed UCC liens that have been filed.
The Debtor produces revenue from its restaurant business and would
use such revenue to pay the budgeted expenses. Moreover, such
revenue will be deposited by Debtor in its DIP operating account
pending entry of an order allowing use of cash collateral or
consent by lien holders.
A copy of the motion is available at https://urlcurt.com/u?l=HCPd33
from PacerMonitor.com.
About Pizza Pals LP
Pizza Pals LP owns and operates an Italian chain buffet.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-31251) on April 30,
2024.
In the petition signed by Pat Williamson, partner, the Debtor
disclosed $41,144 in assets and $2,777,727 in debts.
Judge Scott W. Everett oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
PLAYPOWER INC: Moody's Alters Outlook on 'Caa1' CFR to Positive
---------------------------------------------------------------
Moody's Ratings affirmed PlayPower, Inc.'s Caa1 Corporate Family
Rating, Caa1-PD Probability of Default Rating, and Caa1 rating on
the senior secured first lien term loan due 2026. Moody's assigned
a Caa1 rating to PlayPower's newly extended senior secured first
lien revolving credit facility due 2025 and withdrew the Caa1
rating on the revolver that previously expired in May 2024. Moody's
also assigned Caa1 ratings to $65.5 million of senior secured first
lien incremental term loans due 2026 in various tranches that are
part of the PlayPower's senior secured first lien credit facility.
The outlook was changed to positive from negative.
The rating affirmation and change in outlook to positive from
negative reflects PlayPower's improving operating performance and
credit metrics. PlayPower's manufacturing and distribution have
recovered from disruptions related to a fire at its Lewisburg, PA
facility, inefficiencies that arose from a plant consolidation, and
other impediments to the supply chain related to the availability
and cost of labor and the sourcing of raw materials and product
components. Manufacturing lead times have returned to normal levels
allowing the company to reduce its back log, focus on new order
generation, and raise prices to adequately mitigate input cost
inflation. End-market demand for PlayPower's outdoor play and
amenity products remains solid. Moody's expects that investment in
outdoor recreation and amenities will remain strong over the next
two to three years because state, local, and school spending
remains stable and continues to be bolstered by federal stimulus
relating to the pandemic, land preservation and open spaces.
Moody's anticipates debt-to-EBITDA will improve to around 5.4x over
the next 12-18 months from 7.0x at year-end 2023. Moody's also
anticipates that the company will generate roughly $20-$25 million
in free cash over the next year due to higher earnings and
improvement in working capital.
PlayPower's high leverage and large interest burden reduces its
flexibility to address changes in consumer demand across cyclical
and discretionary end-markets. Liquidity is adequate but there is
limited cushion to navigate any deterioration in market conditions
or operating performance since availability on the revolver to fund
seasonal working capital, capital expenditures, and approximately
$4.5 million of annual term loan amortization is small following
the step-down in borrowing capacity to $20 million from $45 million
as part of April's amend and extend. Moody's expects less reliance
on the revolver due to improving free cash flow and working
capital. Moody's also expects more consistent access to revolver
capacity since the company is in compliance with its 7.25x net
leverage financial covenant (4.81x; using company calculations for
year-ended December 31, 2023).
PlayPower's raise of $25 million through a new incremental term
loan facility from unaffiliated lenders was a credit positive
because it allowed the company to repay all remaining debt
outstanding on the revolver and indicates access to capital
markets. PlayPower's revolver expires May 2025 and the term loans
will mature May 2026, which creates refinancing risk.
Moody's assigned a Caa1 rating to the company's revolving credit
facility that was amended and extended to May 2025 in April.
Moody's also assigned Caa1 ratings to PlayPower's incremental first
lien facilities issued through various amendments to the first lien
credit facility in 2022,2023, and 2024. Moody's previously included
the incremental loans as part of the original term loan instrument
but is assigning individual ratings to each tranche since they have
unique interest rates. The original term loan and incremental
facilities are backed by the same collateral packages and have
identical subsidiary guarantees.
RATINGS RATIONALE
PlayPower, Inc.'s Caa1 CFR reflects the company's very high
leverage, small scale and end market concentration with moderate
sensitivity to economic downturns, and refinancing risk related to
the maturity of its entire debt structure by May 2026. Disruptions
at manufacturing facilities in 2021 including a fire at a plant in
Lewisburg, PA weakened the company's profitability as challenges in
order fulfillment and a growing backlog impacted the company's
ability realize price increases and offset inflation. Manufacturing
capacity has recovered and resolution of the operating disruptions
is driving meaningful improvement to the EBITDA margin. Moody's
anticipates further strengthening in earnings and credit metrics as
end-market demand and the backlog remains healthy and bolstered by
federal stimulus relating to the pandemic, land preservation and
open spaces. Moody's expect that debt/EBITDA (incorporating Moody's
standard adjustments) will improve to around 5.4x by year-end 2024
from 7.0x for the 12 months ended December 30, 2023. Moody's also
anticipates positive free cash flow of around $20-25 million over
the next 12 months. Liquidity is adequate but the company has
limited flexibility to address additional operational setbacks or
slowing consumer demand. The company's $20 million revolver is
relatively small relative to annual cash requirements including
interest the roughly $4.5 million of term loan amortization. The
revolver also expires in May 2025 and the May 2026 term loan
maturity presents refinancing risk. Moody's see risks to the credit
profile from ongoing inflationary pressures and tight credit
conditions, which could adversely impact municipal and school
budgets and weaken demand for outdoor play and amenity products.
Other rating considerations include PlayPower's strong market
position in US play and outdoor amenity space as one of the top
commercial playground equipment manufacturers. A healthy backlog
and positive demand trends should support revenue and EBITDA growth
in fiscal 2024. Exposure to Europe (approximately 13% of sales)
offers diversification to market trends in the US. The rating also
reflects support from private equity sponsor Littlejohn as
evidenced by the sponsor's willingness to help fund the company's
capital needs through $41 million of incremental term loans and a
Swedish revolving credit facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The positive outlook reflects Moody's expectation that ongoing
recovery from its manufacturing and distribution challenges as well
as good end market demand will improve profitability, credit
metrics and free cash flow . This improves the potential that the
company can address its upcoming maturities without impairing the
debt. Moody's also expects in the positive outlook that the company
will generate $20-25 million of free cash flow over the next year
and maintain adequate liquidity.
The ratings may be upgraded if the company demonstrates sustained
operational stability, improved its profitability and consistent
EBITDA growth and margin expansion towards historical levels. An
upgrade would also require the company to sustain debt/EBITDA below
6.5x and EBITA/interest expense above 1.0x, generate positive free
cash flow, and maintain adequate liquidity with more consistent
revolver availability. An upgrade would also require the company to
address its upcoming debt maturities at a manageable cash interest
cost.
The ratings could be downgraded if revenue or the EBITDA margin
declines as a result of additional operational challenges, a
slowdown in order volumes or cost increases. A deterioration in
liquidity including failure to proactively address the 2025 and
2026 maturities, or continued negative free cash flow could also
lead to a downgrade. Any pullback in capital support levels by its
private equity sponsor or an increase in the risk of a potential
default including a distressed exchange could also result in a
downgrade.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
PlayPower's CIS-5 indicates the credit rating is lower than it
would have been if ESG risk exposures did not exist and that the
negative impact is higher than for issuers scored CIS-4. The
company's CIS score is mainly driven by governance risks largely
stemming from concentrated decision making and aggressive financial
strategy under private equity ownership. The company's financial
strategy includes operating with very high leverage and use of debt
to fund dividend payments. Concentrated decision making under
private equity control creates potential for event risk and
decisions that favor shareholders over creditors. Littlejohn's
recent actions including injecting addition liquidity to help the
company address operational disruptions were positive for credit.
Nevertheless, there is significant long term uncertainty
surrounding financial policy and shareholder distributions
particularly given that the sponsor has held the position since
2015.
Headquartered in Huntersville, North Carolina, PlayPower, Inc. is a
manufacturer and distributor of commercial playground equipment,
surfacing and shade solutions, and other site amenities, as well as
floating dock systems and lifts for boats and personal watercrafts.
The company revenue of $641 million for the last twelve months
(LTM) period ending December 31, 2023, and its primary markets are
North America and Europe. PlayPower was acquired in June 2015 by
private equity firm Littlejohn & Co., LLC.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
PORTERFIELD-SCHEID: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Porterfield-Scheid Management Company LLC
890 Isabel Drive
Lebanon, PA 17042
Business Description: The Company offers funeral services,
burials, cremation services, memorial
services and other related services to its
clients.
Chapter 11 Petition Date: May 3, 2024
Court: United States Bankruptcy Court
Middle District of Pennsylvania
Case No.: 24-01127
Judge: Hon. Henry W. Van Eck
Debtor's Counsel: Lawrence V. Young, Esq.
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: 717-846-4900
Fax: 717-843-9039
E-mail: lyoung@cgalaw.com
Total Assets: $4,050,000
Total Liabilities: $2,602,589
The petition was signed by Melanie B. Scheid as member.
The Debtor indicated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/44FRTWI/Porterfield-Scheid_Management__pambke-24-01127__0001.0.pdf?mcid=tGE4TAMA
PREMIER DENTAL: Moody's Cuts CFR to Caa2 & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Ratings downgraded Premier Dental Services, Inc.'s (d/b/a
Sonrava Health or Sonrava) ratings, including the Corporate Family
Rating to Caa2 from Caa1 and the Probability of Default Rating to
Caa2-PD from Caa1-PD. Moody's also downgraded the ratings of the
company's senior secured first lien term loan, senior secured first
lien revolving credit facility and senior secured first lien
delayed draw term loan to Caa2 from Caa1. The outlook was revised
to negative from stable.
The ratings downgrade reflects weak liquidity and heightened
refinancing risk as the company's ABL facility, which is fully
drawn, expires in May 2024. Weak operating performance has impacted
the company's ability to generate positive free cash flow, and
there is no additional availability under the company's revolving
credit facility. Moody's calculates Sonrava's debt-to-EBITDA at
approximately 6.7 times as of September 30, 2023. As such, there is
an increased probability of default through a distressed exchange
or debt restructuring.
RATINGS RATIONALE
Sonrava's Caa2 Corporate Family Rating is constrained by its weak
liquidity and heightened refinancing risk. The company has a fully
funded ABL which was originally due in December 2023 and has been
extended to May 2024. Sonrava's acquisition of Mid-Atlantic Dental
Partners (MADP) in June 2022 has led to higher than expected
integration costs and undisclosed liabilities from vendors which
have pressured cash flows. Sonrava's ratings are further
constrained by its significant revenue concentration in California.
Sonrava also has a high exposure to patients who are either self
pay or use Sonrava's installment plans for financing.
The company benefits from its focus on general dentistry, as one of
the largest DSOs with a nationwide footprint. General dentistry
will continue to benefit from favorable demographic tailwinds.
Sonrava's acquisition of MADP has diversified its geographic and
payor mix.
Moody's expects Sonrava to maintain weak liquidity over the next 12
to 18 months. Total cash on balance sheet was $24 million as of
September 30, 2023. Moody's expects moderately negative free cash
flow over the next 12 to 18 months. The $60 million senior secured
revolving credit facility has $52 million drawn and limited
additional availability for further draws due to LCs. The revolving
credit facility expires in 2026 and the first lien term loans
mature in 2028. The $50 million ABL facility is fully drawn and
expires in May 2024.
In its negative outlook, Moody's expects continued pressure on
liquidity and elevated refinancing risk, thus increasing the
probability of default.
The first lien senior secured credit facilities are rated Caa2,
same as the CFR, as the facilities represent the preponderance of
debt on the balance sheet. This also reflects their first priority
position in the capital structure but below the $50 million ABL
which is fully drawn.
ESG CONSIDERATIONS
Sonrava's CIS-5 indicates that the rating is lower than it would
have been if ESG risk exposures did not exist and that the negative
impact is more pronounced than for issuers scored CIS-4. This
reflects governance risks G-5 including highly aggressive financial
strategy including a track record of debt funded acquisitions and
weak operating results. The company has exposure to social risks
(S-4) stemming from labor pressures as the company relies on a
labor force of trained dentists, hygienists, and other medical care
professionals. Additional social risks include access and
affordability of dental and medical care services.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Sonrava improves its liquidity
position including addressing the ABL expiration, sustaining
positive free cash flow generation, and reducing its reliance on
external sources of financing. The ratings could also be upgraded
if the company materially improves its profitability and earnings.
Sonrava's ratings could be downgraded if operating performance and
liquidity further deteriorates as well as if the prospects for a
transaction that Moody's would deem a distressed exchange or a
default were to increase.
Sonrava provides full service general, specialty and orthodontic
dentistry services and is among the largest providers of dentistry
services in the State of California. Sonrava has a combined
footprint of approximately 530 offices in 21 states with
significant presence in California, Texas, Colorado, Ohio, North
Carolina, Arizona and Illinois. Sonrava is owned by New Mountain
Capital; and generated revenues around $998 million for the LTM
period ending September 30, 2023.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
PROFESSIONAL PROCESS: Wins Cash Access Thru July 31
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Professional Process Piping LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through July 31, 2024.
The Creditors that may assert a security interest in the Debtor's
cash collateral are: (i)Byzfunder NY LLC, (ii) Cohn & Gregory,
(iii) DLP Funding, LLC, (iv) Headway Capital, LLC, (v) JRG Funding
LLC, (vi) Star Capital Group, L.P., (vii) United First, LLC, and
(viii) Corporation Service Company, as representative.
As adequate protection, the Creditors are granted as of the
Petition Date and re-granted thereafter replacement liens on any
cash collateral acquired by the Debtor after the Petition Date to
the same extent, validity and priority as any of their liens or
security interests that attached to cash collateral as of the
Petition Date.
A hearing on the matter is set for July 18, 2024, at 11:30 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=796ceP from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$151,133 for June 2024; and
$151,133 for July 2024.
About Professional Process Piping LLC
Professional Process Piping LLC is a contractor in Spring Hill,
Florida. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00114) on January 10,
2024. In the petition signed by Jennifer A. Meissner, manager, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Roberta A. Colton oversees the case.
Kathleen L. DiSanto, Esq., at Bush Ross, PA, represents the Debtor
as legal counsel.
PUBLIC CRAFT: Seeks to Use Cash Collateral
------------------------------------------
Public Craft Brewing Company asks the U.S. Bankruptcy Court for the
Eastern District of Wisconsin for authority to use cash collateral
and provide adequate protection.
The Debtor requires the use of cash collateral to purchase
materials and supplies and pay its employees. It also needs to
honor customer obligations to return deposits and accept gift
cards.
The Debtor's chapter 11 filing was due to the pandemic, business
disruptions beginning in 2020 from the riots and court proceedings
in Kenosha, and misappropriation of funds by an ex-member and
manager.
The Debtor's attorneys, Kerkman & Dunn, searched the UCC financings
statements filed in Wisconsin under the Debtor's name, and legal
filings in Wisconsin Circuit Courts. Based upon the searches, one
entity had a prima facie interest in cash collateral of the Debtor,
McHenry Savings Bank, however on April 23, 2024 McHenry Savings
Bank transferred its interest in cash collateral to the Trust.
The value of the Trust's lien via assignment by McHenry Savings
Bank exceeds the amount of the claim by approximately $411,500.
As adequate protection, the Debtor proposes to grant the Trust a
replacement lien of the same priority to the same extent in the
cash collateral as existed immediately before the Petition Date.
The Replacement Lien offered will be deemed automatically perfected
upon entry of an order granting the Motion without the necessity of
a creditor taking possession, filing financing statements,
mortgages or other documents; provided, however, that the Debtor
will execute any necessary perfection documents upon the request of
a creditor holding a valid interest in cash collateral. No creditor
shall improve its secured position as a result of the Replacement
Lien.
The Debtor will continue to maintain general property and liability
coverage consistent with their coverage before the Petition Date
and requirements under the loan documents with the Trust that
existed as of the Petition Date with respect to the its
collateral.
A copy of the motion is available at https://urlcurt.com/u?l=pHHnPg
from PacerMonitor.com.
About Public Craft Brewing Company
Public Craft Brewing Company sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-22169-beh)
on April 26, 2024. In the petition signed by Michael W. Wimmer,
authorized representative, the Debtor disclosed up to $1 million in
both assets and liabilities.
Jerome R. Kerkman, Esq., at Kerkman & Dunn, represents the Debtor
as legal counsel.
RATH RACING: Wins Cash Collateral Access Thru Aug 31
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Rath Racing, Inc. to use cash collateral in accordance with its
agreement with Citizens Bank & Trust Co., through August 31, 2024.
The parties agreed that the Debtor may use cash collateral from
April 22, 2024, through August 31, 2024.
The Debtor will use cash to pay ordinary and necessary business
expenses and administrative expenses ass set forth in the budget.
The Debtor agrees to make monthly payments to Citizens pursuant to
11 U.S.C. Section 361 in the amount of $2000 until August 31, 2024,
with the first payment due on May 15, 2024, and each subsequent
payment due on the 15th day of the following month.
The Debtor will grant Citizens replacement liens, to the extent of
the Debtor's use of cash collateral, in post-petition inventory,
accounts, equipment, and general intangibles, with such lien being
of the same priority, dignity, and effect as their respective
pre-petition liens.
However, such replacement liens exclude all causes of action under
Chapter 5 of Title 11 of the United States Code. The replacement
lien will be valid and fully perfected without any further action
by any party and without the execution or the recordation of any
control agreements, financing statements, security agreements, or
other documents.
The Debtor is allowed to make payments to its owners -- Daryl and
Jennifer Rath -- in the amount of $3,500 in monthly rent pursuant
to an existing lease from April 22, 2024, through August 31, 2024,
provided, (i) for the monthly rent to be paid in May, this amount
is used to pay the real estate taxes and the SBA/Minnesota Business
Finance Corp. mortgage which is against the real estate commonly
known as 1459 Adams Street SE, Hutchinson, MN 55350; and (ii) for
the monthly rent to be paid in June, July, and August 2024, this
amount is used to pay amounts secured by the Mortgage, dated
November 9, 2006, executed by Daryl and Jennifer Rath in favor of
Citizens, and recorded on November 17, 2006, as Instrument No.
A366461, and the SBA/Minnesota Business Finance Corp. mortgage.
These events constitute an Event of Default:
a. The Debtor fails to make monthly payments to Citizens pursuant
to 11 U.S.C. section 361 in the amount of $2000 until August 31,
2024;
b. The Debtor deviates from the budget by more than 10%;
c. The Debtor allows insurance to lapse or coverage fails to exceed
the value of the Debtor's assets; and
d. The principals of the Debtor -- Daryl and Jennifer Rath -- fail
to use the $3500 monthly rent payments.
4. If the Debtor defaults in any of the conditions of adequate
protection provided, Citizens may provide the Debtor with written
notice of such default. If the Debtor has not cured such default
within five business days after such notice of default is provided,
Citizens may file a notice of such violation with the Court, and
the Court will conduct a hearing concerning the continued use of
cash collateral within three days or as soon as the Court's
calendar allows.
5. The automatic stay imposed by section 362(a) of the Bankruptcy
Code is modified to permit the Debtor to grant adequate protection
and otherwise implement the terms of the order.
6. Pursuant to Local Rule 9011-1(b)(3), the parties authorize the
filing of the Stipulation using their respective electronic
signatures.
If the Debtor defaults in any of the conditions of adequate
protection provided in the stipulation, Citizens may provide the
Debtor with written notice of such default. If the Debtor has not
cured such default within five business days after such notice of
default is provided, Citizens may pursue available remedies for the
Debtor's alleged breach of the stipulation and the Order, including
but not limited to filing a notice of such violation with the
court, and the Court will conduct a hearing concerning the
continued use of cash collateral within three days or as soon as
the Court's calendar allows.
A copy of the stipulation is available at
https://urlcurt.com/u?l=uTmG5T from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=mY5NiF
from PacerMonitor.com.
About Rath Racing, Inc.
Rath Racing, Inc. offers all-terrain vehicle (ATV), Side-by-Side &
utility task vehicle (UTV) parts & accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-41056) on April 22,
2024. In the petition signed by Dary C. Rath, president, the Debtor
disclosed $146,852 in assets and $1,510,411 in liabilities.
Judge William J. Fisher oversees the case.
John D. Lamey III, Esq., at Lamey Law Firm, PA, represents the
Debtor as legal counsel.
RAYONIER ADVANCED: To Suspend Temiscaming Plant Operations
----------------------------------------------------------
Rayonier Advanced Materials Inc. announcing that, effective July 2,
2024, it will suspend operations at its Temiscaming High Purity
Cellulose (HPC) plant for an indefinite period. As previously
communicated, the Company remains committed to operating its assets
profitably.
According to the Company, given current market conditions and high
capital and fixed costs associated with the HPC plant, this
decision will help mitigate the plant's ongoing operating losses
and improve the Company's consolidated free cash flow. Today's
announcement is aligned with the Company's focus on improving its
balance sheet, leverage position and overall financial performance
toward execution of its long-term growth strategy.
The suspension, which will be carried out in a safe and
environmentally sound manner, will result in a reduction of RYAM's
annual global HPC production. The Temiscaming HPC facility has an
annual production capacity of approximately 150,000 metric tons,
with roughly 30 percent historically dedicated to specialty
cellulose materials. The Company will be working directly with its
customers to support their specialty cellulose needs in both the
short- and long-term. Today's announcement will result in
approximately 275 layoffs.
"Persistent market weakness, uncertain availability of affordable
wood fiber, and high capital and fixed costs have posed significant
challenges for the Temiscaming HPC plant," said De Lyle Bloomquist,
president and chief executive officer. "This decision, which we do
not take lightly, is made only after a rigorous strategic review in
which multiple alternatives were thoroughly explored. We are
mindful of the impact this will have on affected employees and will
take appropriate measures to assist these employees in keeping with
the collective agreement, RYAM values and applicable law."
This decision does not affect RYAM's paperboard and high-yield pulp
plants located adjacent to the Temiscaming HPC plant. These two
plants, which are part of an ongoing sales process announced last
October, remain competitive and will continue to operate at full
capacity.
About RYAM
RYAM -- http://www.RYAM.com/-- is a global leader of
cellulose-based technologies, including high purity cellulose
specialties, a natural polymer commonly used in the production of
filters, food, pharmaceuticals, and other industrial applications.
The Company also manufactures products for paper and packaging
markets. The Company has manufacturing operations in the U.S.,
Canada, and France.
Rayonier Advanced reported a net loss of $101.84 million in 2023
compared to a net loss of $14.92 million in 2022.
* * *
As reported by the TCR on Nov. 24, 2023, Moody's Investors Service
downgraded Rayonier Advanced Materials Inc.'s (RYAM) corporate
family rating to Caa1 from B2 and changed the outlook to negative
from stable. The downgrade of the CFR reflects Moody's view that
RYAM's liquidity will be weak over the next 12 months and that
there is a potential for a financial covenant breach.
REDDI RENTS: Seeks to Hire Bach Law Offices as Legal Counsel
------------------------------------------------------------
Reddi Rents One, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Bach Law Offices, Inc
as its attorneys.
The firm will represent the Debtor in matters concerning
negotiation with creditors, prepare plan and disclosures statement,
examine and resolve claims filed against the estate, prepare and
prosecute of adversary matters, and otherwise to represent the
Debtor in matters before the Bankruptcy Court.
The firm will be paid at these rates:
Paul M. Bach $425 per hour
Penelope N. Bach $425 per hour
The Debtor paid the firm an initial retainer of $5,000, plus filing
fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul M. Bach, Esq., a partner at Bach Law Offices, Inc., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Paul Matthew Bach, Esq.
Bach Law Offices
555 Skokie Blvd Suite 250
Northbrook, IL, 60062
Tel: (847) 564-0808
About Reddi Rents One
Reddi Rents One, LLC, a company in Roselle, Ill., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 24-05022) on April 5, 2024, with $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Ramana Reddi, manager, signed the petition.
Judge Janet S. Baer presides over the case.
Paul M. Bach, Esq., at Bach Law Offices represents the Debtor as
bankruptcy counsel.
REGAL SAND: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Regal Sand Realty, LLC asks the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, for authority to use
cash collateral and provide adequate protection.
The following creditor may claim blanket liens against the Debtor's
assets:
A. Velocity mortgage filed an assignment of rents clause;
B. The Debtor reserves the right to challenge the validity,
priority and extent of the Secured Creditors' liens against the
Debtor's assets; and
C. The Debtor estimates that the collective claims of the Secured
Creditors are secured by pre-petition accounts receivable.
The Debtor requires the use of cash collateral to fund its
operating expenses and costs of administration in this Chapter 11
case for the duration of the Chapter 11 case.
As adequate protection for the use of cash collateral, the Debtor
offers the Secured Creditors the right to inspect the Secured
Creditor Assets on 48 hours notice, provided that said inspection
does not interfere with the operations of the Debtor and copies of
monthly financial documents generated in the ordinary course of
business and other information as the Secured Creditors reasonably
request with respect to the Debtor's operations.
A copy of the motion is available at https://urlcurt.com/u?l=qKeiPQ
from PacerMonitor.com.
About Regal Sand Realty, LLC
Regal Sand Realty, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 8:24-bk-01927-CPM)
on April 9, 2024.
In the petition signed by H. Brock Schowaller, the Debtor disclosed
up to $500,000 in both assets and liabilities.
RETURN 2 EXCELLENCE: Seeks Cash Collateral Access
-------------------------------------------------
Return 2 Excellence, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Arkansas for authority to use cash collateral
and provide adequate protection.
The Debtor seeks to use cash collateral in rents collected in the
approximate amount of $2,700 monthly in which its only secured
creditor, Bank of Little Rock has a lien on the cash collateral.
The Debtor's operational and profitability problems are principally
due to the general economic problems facing this country over the
last several years. Despite these issues, the Debtor-in-Possession
at the Petition Date is now generating substantial rental income at
the Property that will serve as the basis for the formulation and
implementation of an existing strategy from the Chapter 11 case.
Despite the Debtor's efforts to work out a resolution with the Bank
of Little Rock when its mortgages were behind, the Secured Party
accelerated the mortgages on its Property.
Bank of Little Rock asserts a first mortgage lien and a second
mortgage lien on the Property which purportedly secures the
Property in the amount of $100,468 and $50,000, respectively.
The Debtor will use the cash collateral for maintenance and
repairs, insurance, utilities, real estate taxes, and working
capital.
As adequate protection, the Debtor will maintain and pay premiums
for insurance to cover all of its assets from fire, theft,
liability, and water damage.
The Debtor will provide to Bank of Little Rock an automatic
perfection and validity of the Replacement Lien and the Adequate
Protection Lien without the necessity of any further filing or
recording under the laws of any jurisdiction.
The Debtor will provide adequate protection to the Prepetition
Secured Party, Bank of Little Rock, of a continuing security
interest in and lien on all collateral of the Debtor of the same
type and nature that exists as of the Petition Date with the same
validity and priority as exists as of the Petition Date including
the income and proceeds thereof, solely to extent to any Diminution
in Value, an additional and replacement security interest in and
lien on all property and assets of the Debtors' estate.
A copy of the motion is available at https://urlcurt.com/u?l=qNBA5v
from PacerMonitor.com.
About Return 2 Excellence LLC
Return 2 Excellence LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10618) on
Feb. 27, 2024, listing $100,001 to $500,000 in both assets and
liabilities.
Sheila F. Campbell, Esq. at Sheila Campbell, P.A. is the Debtor's
legal counsel.
RIVERDALE FINANCE: Fitch Hikes IDR to 'B-', Outlook Stable
----------------------------------------------------------
Fitch Ratings has upgraded the rating on the following Riverdale
Finance Corporation, IL income tax securitized bonds to 'BB+' from
'BB':
- $7.5 million income tax securitized bonds, series 2018A.
Fitch has also upgraded the Issuer Default Rating (IDR) on the
village of Riverdale, IL to 'B-' from 'CCC'.
The Rating Outlook on the corporation's bonds and the IDR is
Stable. The ratings have been removed from Under Criteria
Observation.
Entity/Debt Rating Prior
----------- ------ -----
Riverdale Village
(IL) [General
Government] LT IDR B- Upgrade CCC
Riverdale Finance
Corporation (IL)
/State Allocation –
Income Tax/1 LT LT BB+ Upgrade BB
Riverdale Village
(IL) /Issuer
Default Rating –
General Government/1 LT LT B- Upgrade CCC
IDR:
The upgrade to 'B-' from 'CCC' reflects implementation of Fitch's
new "U.S. Public Finance Local Government Rating Criteria". The
'B-' rating reflects the village's 'bb' financial resilience
assessment and weakest long-term liability burden (0th percentile
of the Fitch local government rating portfolio). The long‐term
liability burden is exceptionally high in comparison to a very weak
personal income and governmental revenue base.
The rating also incorporates key rating factors specific to 'BBB-'
and below ratings including vulnerability to distressed operations,
deferral of essential spending, and risk factors inherent in
Riverdale's debt structure that requires active management with a
very low margin for servicing the village's direct debt and pension
obligations.
Dedicated Tax Bond (DTB):
The 'BB+' state-shared income tax securitized bond rating is
informed by the very strong legal structure which supports a true
sale of the revenues and, in Fitch's opinion, significantly
insulates bondholders from operating risk of the village of
Riverdale. As the structure is a securitization specifically
authorized by state law, pursuant to Fitch criteria, the rating can
be up to six notches above the village's 'B-' IDR.
The income tax securitized bond rating reflects expectations for
declining pledged revenue growth prospects assessed at 'bb', a
moderate level of resilience assessed at 'bbb' and an asymmetric
risk applied to the rating due to the village's declining tax and
population base.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
IDR:
- Depletion of liquidity, evidence of constrained or persistently
negative cash flow, and/or distressed operations.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
DTB:
- A downgrade of the village's IDR below 'CCC+';
- Sustained declines in pledged revenues growth beyond Fitch's
expectations for moderate declines.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
IDR:
- A proven track record of the village making the full actuarially
determined contributions for public safety pensions obligations;
- Elimination of deficit balances across the village's funds and
evidence of structural budgetary balance.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
DTB:
- Although not expected, notable improvements in the village's tax
and population base, which could lead to the removal of the
asymmetric risk.
SECURITY
The income tax securitized bonds have a first lien on the village's
local share of the statewide income tax. The pledged revenue
includes all distributions under Section 2 of the State Revenue
Sharing Act from the Local Government Distributive Fund (LGDF) of
income tax amounts payable by the state of Illinois to the village.
The lien is closed to additional bonds. Final maturity is on Oct.
1, 2047.
FITCH’S LOCAL GOVERNMENT RATING MODEL
The Local Government Rating Model (LGRM) generates Model-Implied
Ratings (MIR) which communicate the issuer's credit quality
relative to Fitch's local government rating portfolio (the MIR will
be the IDR except in certain circumstances explained in the
applicable criteria). The MIR is expressed via a numerical value
calibrated to Fitch's long-term rating scale that ranges from 10.0
or higher (AAA), 9.0 (AA+), 8.0 (AA), and so forth down to 1.0
(BBB- and below). MIRs reflect the combination of issuer-specific
metrics and assessments to generate a Metric Profile (MP), and a
structured framework to account for Additional Analytical Factors
(AAFs) not captured in the Metric Profile that can either mitigate
or exacerbate credit risks. AAFs are reflected in notching from the
MP and are capped at +/-3 notches.
RATINGS HEADROOM & POSITIONING
Riverdale Village MIR: '
RLI SOLUTIONS: Hilco Sets June 6 Bid Deadline for Industrial Sites
------------------------------------------------------------------
Hilco Real Estate, LLC, has declared June 6, 2024 as the qualifying
bid deadline for the Chapter 11 bankruptcy sale of two industrial
properties, located in Pennsylvania and West Virginia. Both
properties are income-producing and stabilized with long-term
tenants.
The first property, located outside Pittsburgh at 161 South Johnson
Road in Houston, Pennsylvania, is a 15,000+/- SF, single-tenant
facility situated on 6.7+/- acres. The building has 18'-20'
ceilings, three dock-high doors, new double-pane windows and a new
metal roof, completed in 2022. The single tenant, NPL Construction
(a Centuri Company) a national multifaceted infrastructure group of
companies, is in year five of a 13.5-year net leased contract. At
$16/SF and a 2% annual base rent increase, the future owner of the
property is ensured a steady income. Additionally, the tenant is
required to complete a substantial building renovation, which will
add new square footage and value to the property, with all project
expenses covered by the tenant.
Situated directly off I-79 and proximate to U.S. 519, the property
benefits from excellent connectivity to Pennsylvania, West Virginia
and Ohio. Houston is just 20 miles southwest of Pittsburg, and
proximity to the major economic hub provides access to a skilled
workforce and a diverse array of business amenities and services.
Houston's business-friendly environment, coupled with its robust
infrastructure and utilities, offers essential elements necessary
for efficient operations and growth.
The second property is in Clarksburg, West Virginia, at 339
Wilsonburg Road. This 86,912+/- SF, multi-tenant building is eight
miles west of the second-busiest interchange in the state, the U.S.
50 and I-79 junction. Originally constructed in 1956, the property
has been expanded and upgraded over the years, most recently in
2021. High ceilings range from 21' to 28', while 15 drive-in doors
and eight dock-high doors support a wide range of logistical uses.
The building is primarily owner-occupied by RLI Solutions, and the
balance of the space is leased to two tenants. The building
presents a fantastic opportunity for an investor or owner-operator
to utilize the building while obtaining valuable existing cash
flow.
Clarksburg sits in Harrison County and is ideally located at the
intersection of U.S. Route 50 and Interstate 79 in West Virginia,
positioning it midway between Pittsburgh, PA and Charleston, WV on
I-79, and midway between Washington, D.C. and Cincinnati, OH on
U.S. 50. Relatively low unemployment and the presence of well-known
organizations like the FBI and the Department of Defense attract
biometric contractor companies, making the county a trailblazer in
technological advancement throughout the state.
Chet Evans, vice president at Hilco Real Estate, states, "I'm
excited to emphasize the exceptional value of these prime
properties. The property in Houston, Pennsylvania, offers solid
creditworthy income with its long-term, NNN lease contract and
strategic location off I-79. Similarly, the Clarksburg, West
Virginia property presents an attractive investment or owner-user
opportunity with its existing income stream and flexible floor
plans.
The sales of both 161 South Johnson Road and 339 Wilsonburg Road
are being conducted by Order of the U.S. Bankruptcy Court Western
District of Pennsylvania (Pittsburg) Petition No. 22-21375-TPA | In
re: RLI Solutions Company. Bids must be received on or before the
deadline of June 6 at 5 p.m. (ET) All information for the
sealed-bid auction in including the Terms of Sale can be found at
Hilco Real Estate's website.
Interested buyers should review the requirements in order to
participate in the bankruptcy sale process available on Hilco Real
Estate's website. For further information, please contact Chet
Evans at (847) 418-2702 or cevans@hilcoglobal.com
For further information on the property, sale process, and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstateSales.com or call (855) 755-2300.
About Hilco Real Estate
Hilco Real Estate ("HRE"), a Hilco Global company
(HilcoGlobal.com), is headquartered in Northbrook, Illinois (USA).
HRE is a national provider of strategic real estate disposition
services. Acting as an agent or principal, HRE uses its experience
to advise and execute strategies to assist clients in deriving the
maximum value from their real estate assets. By leveraging
multi-faceted sales strategies and techniques, aggressive
repositioning and restructuring experience, a vast and motivated
network of buyers and sellers, and substantial access to capital,
HRE exceeds expectations even in the most complex transactions.
About RLI Solutions Company
RLI Solutions Company, doing business as Ronald Lane Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Case No. 22 21375) on July 17, 2022, listing as much as
$10 million in both assets and liabilities. Christopher Lane,
president of RLI Solutions Company, signed the petition.
Judge Thomas P. Agresti oversees the case.
Donald R. Calaiaro, Esq., at Calaiaro Valencik is the Debtor's
legal counsel.
RYDERS PUBLIC: Seeks Cash Collateral Access
-------------------------------------------
Ryders Public Safety, LLC asks the U.S. Bankruptcy Court for the
District of Colorado for authority to use cash collateral and
provide adequate protection to the secured creditor, Citywide Banks
a Division of HTLF Bank formerly known as Citywide Banks.
The Debtor requires the use of cash collateral to make payroll and
operating expenses every month. The Debtor must pay approximately
$5,000 in wages and approximately $1,500 in related administrative
expenses.
The cash collateral of approximately $153,000 exceeds the
approximately $29,507 owed to the Lender.
On March 22, 2024, the Lender filed Proof of Claim No. 8 asserting
a secured claim, in the amount of $29,507 for an outstanding
business loan.
The Debtor's cash collateral as to Lender totals approximately
$153,000 and includes: approximately $14,000 in accounts
receivables; and approximately $125,000 in general inventory.
The Colorado Department of Revenue has a security interest that is
prior to the Lender's security interest. The Debtor has also
entered into an agreement with CDOR, which is pending with the
Court. After CDOR and Lender, the U.S. Small Business
Administration has a security interest in the Debtor's assets,
which is owed approximately $400,000. Accordingly, the value of the
Debtor's cash collateral exceeds the interest of Citywide Bank. The
Debtor is currently in discussions with SBA regarding cash
collateral and intends to file a separate agreement. The security
interests of Lender and SBA attach to this cash collateral subject
to the interest of CDOR.
The Debtor will provide the following adequate protection to the
Lender for the Debtor's use of the cash collateral:
a. Replacement liens to Lender, post-petition, to the same extent
and priority as pre- petition and to the extent that using cash
collateral decreases the Lender's interest in the cash collateral
per section 361(2).
b. The Debtor will make monthly payments to Lender of $1,500
commencing on May 1, 2024.
c. The Debtor will maintain adequate insurance coverage on all its
property.
d. The Debtor will only use cash collateral per the budget, subject
to a deviation on a line-item expense not to exceed five percent,
so long as the total expenses do not exceed ten percent of the
total budget.
e. The Lender will be entitled to and is granted a superpriority
administrative expense claim under 11 U.S.C. section 507 of the to
the extent that the provision of adequate protection by virtue of
the provisions of the replacement liens, monthly payments and
security interests are insufficient to compensate for any
diminution in the value of Lender's interest in the cash collateral
measured as of the Petition Date subject to the Carve-out.
A copy of the motion is available at https://urlcurt.com/u?l=5D6wIs
from PacerMonitor.com.
About Ryders Public Safety LLC
Ryders Public Safety LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No,
24-10666) on Feb. 16, 2024, listing $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Thomas B Mcnamara presides over the case.
Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C.
represents the Debtor as counsel.
SABROSA CAFE: Bid to Use Cash Collateral Denied
-----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
denied the motion for order authorizing the use of cash collateral
filed by Sabrosa Cafe & Gallery, Inc. as it has not been properly
served and does not comply with the requirements of Bankruptcy Rule
4001(b).
The court ruled that the Motion itself does not comply with
Bankruptcy Rule 4001(b). The Motion was not accompanied by a
proposed form of order as required by Bankruptcy Rule
4001(b)(1)(A). It does purport to name seven creditors with an
interest in cash collateral as required by Bankruptcy Rule
4001(b)(1)(B)(i). The "Projected Budget" attached to the Motion
addresses the Debtor's "Food and Beverage Income," suggesting the
inferences that (1) "Food and Beverage Income" is the cash
collateral the Debtor seeks authorization to use; and (2) the
"Projected Budget" shows the proposed use. However, the Motion does
not clearly state that this budget represents the "purposes for the
use of the cash collateral" as required by Bankruptcy Rule
4001(b)(1)(B)(ii). It also does not state "the material terms,
including duration, of the use of the cash collateral" as required
by Bankruptcy Rule 4001(b)(1)(B)(iii).
The Motion's attempt to comply with Bankruptcy Rule
4001(b)(1)(B)(iv)'s requirement to address the provision of
adequate protection is incomplete and confusing. The Motion appears
to propose adequate protection in the form of cash payments to one
creditor, Milwaukee Economic Development Corporation. It does not
appear to propose any liens, cash payments, or other adequate
protection to the other six creditors with an interest in cash
collateral, but it does not contain the explanation of why their
interests are adequately protected required by Bankruptcy Rule
4001(b)(1)(B)(iv).
The proposal of adequate protection to MEDC is itself unclear.
A copy of the order is available at https://urlcurt.com/u?l=6L7sFD
from PacerMonitor.com.
About Sabrosa Cafe & Gallery
Sabrosa Cafe & Gallery, Inc., a breakfast and lunch restaurant in
Southeastern Wisconsin, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Wis. Case No. 24-20858) on Feb. 26, 2024. In the
petition signed by Francisco Sanchez, president, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Katherine M Perhach oversees the case.
Michelle A. Angell, Esq., at Miller & Miller Law, LLC serves as the
Debtor's counsel.
SCO ENTERPRISES: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized SCO Enterprises, Inc. to use cash
collateral, on an interim basis, in accordance with the budget.
Achieva Credit Union, Wells Fargo Bank, N.A, and Northpoint
Commercial Finance assert an interest in the Debtor's cash
collateral.
Specifically, the Debtor is permitted to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
monthly payments to the Subchapter V trustee; (b) the current and
necessary expenses set forth in the budget, plus an amount not to
exceed 10% for each line item; and (c) additional amounts as may be
expressly approved in writing by the Secured Creditors.
The Secured Creditors will have a perfected post-petition lien
against cash collateral to the same extent and with the same
validity and priority as its prepetition lien, without the need to
file or execute any document as may otherwise be required under
applicable non bankruptcy law. In addition, upon the sale of any
collateral financed by Wells Fargo Commercial Distribution Finance,
LLC, the Debtor is authorized and directed to continue to turn over
the financed portion of the inventory sale proceeds to Wells Fargo
Bank, with the residual proceeds being used to fund the Budget.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditors.
A continued hearing on the matter is set for May 22 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=fMZyWB from PacerMonitor.com.
The Debtor projects $43,000 in gross profit and $41,659 in total
expenses.
About SCO Enterprises, Inc.
SCO Enterprises, Inc. is a small business which provides motorcycle
sales, service, parts, and accessories throughout Southwest
Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00006-CED) on
January 2, 2024. In the petition signed by Stephen C. Leckie,
president, the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Caryl E. Delano oversees the case.
Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor
as legal counsel.
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed Seagate Technology plc's and its
wholly-owned subsidiary, Seagate HDD Cayman's, Long-Term Issuer
Default Ratings (IDR) at 'BB+'. In addition, Fitch has affirmed
Seagate HDD Cayman's senior unsecured rating at 'BB+'/'RR4'. The
Rating Outlook is Negative.
The ratings and Outlook reflect Fitch's expectation that FCF and
leverage metrics will remain pressured over the near-term due to
the severity of the recent downturn, despite largely normalized
inventory across Seagate's markets and recovering cloud demand,
including artificial intelligence (AI) infrastructure. Fitch
forecasts only modest near-term FCF and EBITDA leverage still in
the mid-3x range even assuming it repays the $479 million of senior
notes maturing in January 2025.
KEY RATING DRIVERS
Capital Allocation Shift: Fitch expects Seagate to use FCF (CFO -
Capex - Dividends) and a substantial portion of net proceeds from
divestitures for debt reduction rather than share repurchases in
order to accelerate the return of credit metrics to within Fitch's
rating sensitivities. Nonetheless, Fitch does not forecast EBITDA
leverage below its 3.0x negative rating sensitivity until fiscal
2026. Prioritizing the use of FCF for debt reduction is a departure
from Seagate's prior financial policies, which include using at
least 70% (but typically closer to 100%) of pre-dividend FCF for
common dividends and stock buybacks.
Beyond Seagate's April 13, 2024 sale of intellectual property (IP),
equipment and certain other assets related to its system-on-chip
business to Broadcom for $600 million of cash consideration, Fitch
does not expect significant divestitures through the rating
horizon.
Improving Profitability Profile: Fitch expects the magnitude of the
downturn to reset Seagate's baseline profitability below historical
levels but cost reductions and a richer product sales mix to
strengthen the company's profitability profile. Over the
nearer-term, Fitch expects EBITDA margins approaching 20% and
modest positive FCF. In the longer run, Fitch anticipates EBITDA
margins will return to the low 20% and, in conjunction with
moderating capital intensity, drive mid- to high-single digit FCF
margins.
Meanwhile, Seagate has already achieved the $200 million of
run-rate operating expense savings from the cost reduction
initiatives aimed at footprint optimization that the company
announced in fiscal 2023. Fitch expects cloud spending, including
AI infrastructure investments, to drive an increase in higher gross
profit margin mass capacity products as a percentage of
consolidated revenue, which now represents more than 80% of
consolidated revenue versus three quarters in fiscal 2022 and
two-thirds in fiscal 2021.
Secular Demand: Fitch believes robust demand for storage across
media types provides a path for modest positive organic long-term
revenue growth. AI and 5G-enabled applications across computing
environments will be a significant driver of demand. Fitch expects
the significant majority of data creation will be cool/cold storage
on lower cost hard-disk drive (HDD)-based capacity drives in the
public cloud, driving the bulk of Seagate's long-term revenue
growth, with surveillance penetration and other edge applications
leading the remainder of top-line growth.
Constructive Industry Conditions: Fitch believes Seagate's nearly
50% capacity drive market share supports constructive supply
conditions that should enable long-term profitable growth and solid
FCF margins. Seagate's intensified capital spending in recent years
and repurposing of existing capacity as legacy revenue declines
should enable the company to manage capital spending at
structurally lower levels through the forecast period, including
lower near-term capacity additions.
Meaningful Technology Risk: Fitch believes storage technology and
product risks remain meaningful, with regular areal density
increases required to offset significant pricing pressure to
sustain HDD's total cost of ownership (TCO) advantage over SSDs and
keep pace with its chief competitor, Western Digital Corp.
('BB+'/Negative Watch). Energy assist-based drives promise to
provide a roughly decadelong roadmap to drives of more than 50
terabytes, reducing Seagate's technology risk. At the same time,
the breakdown of Moore's Law constrains SSD makers' ability to
close the TCO gap.
DERIVATION SUMMARY
The severity of the recent downturn has weakened Seagate's position
relative to the 'BB+' rating and will constrain near-term FCF and
credit metrics. Seagate's operating profile hinges upon its strong
market positions in HDDs, significant barriers to entry from
moderate investment intensity required for meaningful market
participation and secular demand for storage solutions supporting
higher-than global GDP long-term revenue growth. Its expectations
for lower than historical FCF over the next few years in the face
of upcoming debt maturities weakens Seagate's financial flexibility
and financial structure factors.
Fitch views Seagate's operating profile as overall in line with
that of HDD competitor, Western Digital, particularly pro forma for
Western Digital's planned spinoff of its Flash Memory from the disk
drive business. Together Seagate and Western Digital represent the
vast majority of high capacity disk drives, markets benefitting
from secular growth dynamics. Until separation, Western Digital's
higher long-term growth prospects by virtue of its exposure to
flash are offset by far greater cyclicality, given a less
consolidated industry structure and more commodity-like nature of
flash products. Investment intensity ends up being similar for
Seagate and Western Digital mainly due to the latter's ability to
source NAND flash while sharing investment intensity with its JV
partner.
Fitch views Seagate's financial profile as roughly in-line with
that of Western Digital, due to the latter's traditionally more
conservative financial policies, including prioritization of FCF
for debt reduction to achieve a then target EBITDA leverage metric
and dividend suspension in support of that target. Meanwhile,
Seagate has no publicly-articulated financial policies and
historically prioritized share repurchases on top of an annual
dividend that consumes roughly half of average annual FCF, putting
its financial flexibility metrics in-line with the 'bb'-category.
Seagate's debt, excluding debt Fitch attributes to the company's
unrated accounts receivable factoring arrangement, is unsecured and
Fitch's Corporate Recovery Ratings and Instrument Ratings Criteria
caps senior unsecured debt at 'RR4'/+0.
KEY ASSUMPTIONS
- Strengthening FY24Q4 revenue to drive low teens negative revenue
growth for full fiscal 2024, followed by robust revenue growth in
fiscal 2025 from depressed levels;
- Longer-term revenue growth in the low- to mid-single digits,
driven by cloud spending, including on AI infrastructure;
- EBITDA margins recover to approach 20% in fiscal 2025 expand
through the out years;
- Dividends remain roughly flat and capital spending is at the
mid-point of 4%-6% long-term guidance;
- Seagate uses FCF and a substantial portion of net proceeds from
its system-on-chip business sale for debt reduction over the next
couple of years;
- Longer-term, Seagate resumes returning cash flow to shareholder
through dividends and buybacks.
RATING SENSITIVITIES
Fitch could stabilize the Outlook for the 'BB+' ratings if Fitch
expects Seagate to sustain EBITDA leverage below 3.0x.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Public commitment to manage debt levels for total leverage
sustained below 2.5x;
- Expectations for annual FCF margins consistently in the mid to
high single digits while growing revenue, structurally higher
market share and diversifying end market and product exposure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Expectations for annual FCF sustained below $500 million or FCF
margins in the low single digits from persistently weaker than
expected revenue trends or profit margins, indicating poor
execution on its roadmap;
- Expectations for total leverage sustained above 3.0x, from debt
issuance to support debt-funded shareholder returns persistently in
excess of FCF.
LIQUIDITY AND DEBT STRUCTURE
Fitch views Seagate's liquidity as adequate and, as of March 29,
2024, consisted of $795 million of cash, cash equivalents and
short-term investments, and an undrawn $1.5 billion senior
unsecured revolving credit facility due Sept. 14, 2026. Fitch's
expectations for a return to positive FCF in fiscal 2025 and
average annual FCF of $250 million-$500 million through the
forecast period also support liquidity. Over the nearer-term, $600
million of net proceeds from the systems-on-chip business sale to
Broadcom, Inc. on April 13, 2024 supports the company's $479
million of 4.75% senior notes maturing Jan. 1, 2025.
ISSUER PROFILE
Seagate Technology Plc (Seagate) is a leading provider of data
storage technology, primarily HDDs but also other storage solutions
that enable customers to manage exponentially growing data from
end-point to cloud.
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
----------- ------ -------- -----
Seagate Technology
Public Limited Company LT IDR BB+ Affirmed BB+
Seagate HDD Cayman LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
SEATON INVESTMENTS: Hires Weintraub Zolkin Talerico as Counsel
--------------------------------------------------------------
Seaton Investments, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Central District of California to
hire Weintraub Zolkin Talerico & Selth LLP as their general
bankruptcy counsel.
The firm will render these services:
1. advise concerning the Corporate Debtor's rights, powers,
and duties under Sections 1107 and 1108 of the Bankruptcy Code;
2. advise concerning all general administrative matters in the
Corporate Bankruptcy Cases and dealings with the Office of the
United States Trustee;
3. represent the Corporate Debtors at all hearings before the
United States Bankruptcy Court involving the Corporate Debtors in
their capacities as debtors-in-possession and as reorganized
debtors, as applicable, unless the Corporate Debtors are
represented in that proceeding or hearing by other/special
counsel;
4. prepare the Corporate Debtors' behalf, as
debtor's-in-possession, of all necessary schedules and amendments
thereto, applications, motions, orders and other legal papers;
5. advise Corporate Debtors regarding matters of bankruptcy
law, including the Corporate Debtors' rights and remedies with
respect to assets of their bankruptcy estates and creditor claims;
6. represent the Corporate Debtors with regard to all
contested matters;
7. represent the Corporate Debtors in any litigation commenced
by, or against, them, provided that such litigation is within the
Firm's expertise and subject to a further engagement agreement with
the Corporate Debtors on terms acceptable to them and the firm;
8. represent the Corporate Debtors with regard to the
negotiation, preparation and implementation of one or more plans of
reorganization;
9. analyze any secured, priority, or general unsecured claims
that have been filed in the Corporate Bankruptcy Cases;
10. negotiate with the Corporate Debtors' secured and unsecured
creditors regarding the amount and payment of claims;
11. object to claims as may be appropriate; and
12. perform all other legal services for the Corporate Debtors
in their capacities as debtors-in-possession, as may be necessary.
The firm will be paid at these rates:
Daniel J. Weintraub, Partner $695 per hour
David B. Zolkin, Partner $650 per hour
Derrick Talerico, Partner $625 per hour
James R. Selth, Partner $585 per hour
Catherine Liu, Of Counsel $525 per hour
Martha Araki, Paralegal $250 per hour
Sachie Fritz, Legal Assistant $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Daniel J. Weintraub, Esq., a partner at Weintraub Zolkin Talerico &
Selth LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Daniel J. Weintraub, Esq.
Weintraub Zolkin Talerico & Selth LLP
11766 Wilshire Boulevard, Suite 450
Los Angeles, CA 90025
Tel: (310) 207-1494
Fax: (310) 442-0660
Email: dzolkin@wztslaw.com
About Seaton Investments, LLC
Seaton Investments, LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Seaton Investments, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal Case No.
24-12079) on March 19, 2024, listing $10 million to $50 million in
both assets and liabilities. The petition was signed by Alan D.
Gomperts as managing member.
Judge Vincent P. Zurzolo presides over the case.
Derrick Talerico, Esq. at WEINTRAUB ZOLKIN TALERICO & SELTH LLP
represents the Debtor as counsel.
SHILO INN BEND: Wins Cash Collateral Access Thru June 30
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Tacoma authorized Shilo Inn, Bend, LLC and Shilo Inn, Warrenton,
LLC to use cash collateral on an interim limited basis until the
earliest to occur of (a) the date that the current order ceases to
be in effect, or (b) the occurrence of a Termination Event.
The events consisting a "Termination Event" includes:
a. June 30, 2024 (the Outside Date);
b. The Debtors' failure to deposit on a daily basis all cash
receipts and collections in their DIP Account(s);
c. Entry of an order, without the consent of the Secured
Creditors, reversing, staying or modifying the current order in any
material respect, or terminating the Debtors' use of cash
collateral pursuant to this order;
d. Filing by the Debtors of an application for the approval of
any superpriority claim which is pari passu with or senior to the
Adequate Protection Obligations of Adequate Protection Liens, or
the granting of any such pari passu or senior superpriority claim,
except any such superpriority claim or lien arising thereunder;
e. Entry of an order granting relief from the automatic stay to
permit foreclosure, possession, set-off or any similar remedy with
respect to any collateral necessary to the conduct of the Debtors'
business;
f. Payment of a prepetition claim, except as permitted by a
Court order or the budget;
g. Dismissal of the Debtors' Chapter 11 case, or its conversion
to a case under Chapter 7, or the appointment of a Chapter 11
trustee or an examiner with enlarged powers relating to the
business operations;
h. The Debtor's failure to keep and maintain all property in
good working order and condition, ordinary wear and tear excepted;
i. The Debtors' failure to maintain, with financially sound
insurance companies, insurance against risks customarily maintained
by companies in businesses similar to the Debtors' business.
j) the Debtor's failure to comply with all laws, rules,
regulations, and orders of any Governmental Authority applicable to
it, its operations or its property, except where the failure to do
so, individually or in the aggregate, would not reasonably be
expected to result in a material adverse effect, provided, that the
Debtor will be entitled to contest in good faith any laws, rules,
regulations and order of any Governmental Authority so long as,
prior to contesting such matters, the Debtor notifies and obtains
written consent of the Secured Creditor, which consent will not be
unreasonably withheld; or
k) The Debtor's failure to comply with any of the terms or
conditions of the Order; provided, however, that the Secured
Creditor may waive, in writing, any Termination Event.
RSS WFCM2015NXS4-OR SIB, LLC and RSS WFCM2016NXS5-OR SIW, LLC
assert an interest in the Debtors' cash collateral.
The Secured Creditors, either directly or through a predecessor,
extended certain prepetition credit facilities to Shilo Bend and
Shilo Warrenton, respectively.
The Credit Facilities are evidenced, in part, by certain notes,
security instruments, assignments of leases, UCC-1 statements, and
any and all other pre-petition documents, agreements, and
instruments evidencing, securing, or in any manner relating to the
loans.
As a component of adequate protection, the Debtors will make
monthly payments to the Secured Creditors in an amount equal to
monthly interest only payments at the contract (non-default) rate
on the principal amount of the Loan, in the amount of $43,425 per
month for Shilo Bend and the amount of $22,562 per month for Shilo
Warrenton, commencing on or about April 15, 2022, and continuing
monthly thereafter on the 15th of each month through April 15,
2024. The Secured Creditors will apply the Monthly Payments to its
secured claim.
In addition to the security interests preserved by section 552(b)
of the Bankruptcy Code, the Debtor grants, in favor of the Secured
Creditor, a first priority post-petition security interest and lien
in, to and against all of the Debtor's assets, to the same
priority, validity and extent that the Secured Creditor held a
properly perfected pre-petition security interest in such assets.
The liens and security interests granted are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of said security interests.
A tenth interim hearing on the matter is set for June 27 at 9 a.m.
A copy of the court's order and the Debtors' budgets is available
at https://urlcurt.com/u?l=qO5KUb from PacerMonitor.com.
Shilo Inn Bend projects $255,020 in gross profit and $210,632 in
total expenses for May to June 2024.
Shilo Inn Warrenton projects $184,800 in gross profit and $133,106
in total expenses for the same months.
About Shilo Inn, Bend, and Shilo Inn, Warrenton
Shilo Inn, an independently owned and operated hospitality company
with locations in seven western states and Texas, operate Shilo
Inn, Bend, LLC and Shilo Inn, Warrenton, LLC in Oregon.
On August 13, 2021, the companies contemporaneously filed voluntary
Chapter 11 petitions with the U.S. Bankruptcy Court for the Western
District of Washington. The cases are jointly administered under
Shilo Inn, Bend, LLC's case (Bankr. W.D. Lead Case No. 21-41340).
Judge Mary Jo Heston presides over the cases.
On the Petition date, Shilo Inn, Bend estimated $10 million to $50
million in both assets and liabilities, while Shilo Inn, Warrenton
estimated $1 million to $10 million in both assets and liabilities.
The petitions were signed by Mark Hemstreet as secretary of Shilo
Bend Corp., the Debtors' manager.
SHILO INN IDAHO FALLS: Wins Cash Access Thru June 30
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Shilo Inn, Idaho Falls, LLC to use cash collateral, on
an interim basis, in accordance with the budget, with a 10%
variance, until the earliest to occur of (a) the date that the
Order ceases to be in full force and effect, or (b) the occurrence
of a Termination Event.
A Termination Event consists of any of the following:
a. June 30, 2024 (the Outside Date);
b. The Debtor's failure to deposit on a daily basis all cash
receipts and collections in its DIP Account(s);
c. Entry of an order, without the consent of the Secured
Creditor, reversing, staying or modifying the current order in any
material respect, or terminating the Debtor's use of cash
collateral pursuant to this order;
d. Filing by the Debtor of an application for the approval of
any superpriority claim which is pari passu with or senior to the
Adequate Protection Obligations of Adequate Protection Liens, or
the granting of any such pari passu or senior superpriority claim,
except any such superpriority claim or lien arising thereunder;
e. Entry of an order granting relief from the automatic stay to
permit foreclosure, possession, set-off or any similar remedy with
respect to any collateral necessary to the conduct of the Debtor's
business;
f. Payment of a prepetition claim, except as permitted by a
Court order or the budget;
g. Dismissal of the Debtor's Chapter 11 case, or its conversion
to a case under Chapter 7, or the appointment of a Chapter 11
trustee or an examiner with enlarged powers relating to the
business operations;
h. The Debtor's failure to keep and maintain all property in
good working order and condition, ordinary wear and tear excepted;
i. The Debtor's failure to maintain, with financially sound
insurance companies, insurance against risks customarily maintained
by companies in businesses similar to the Debtor's business;
j. The Debtor's failure to comply with all laws, rules,
regulations, and orders of any Governmental Authority applicable to
it, its operations or its property; or
k. The Debtor's failure to comply with any of the terms or
conditions of the Order; provided, however, that the Secured
Creditor may waive, in writing, any Termination Event.
RSS CGCMT 2017P7-ID SIIF, LLC -- successor in interest to Natixis
Real Estate Capital LLC -- asserts an interest in the cash
collateral on account of a note for $5.3 million in original
principal amount dated November 2, 2015; a related Loan Agreement;
and Deed of Trust Assignment of Leases and Rents, Security
Agreement, all of which the Debtor executed in favor of Natixis who
assigned its rights in the Loan Documents to the Secured Creditor.
As a component of adequate protection, the Debtor will make monthly
payments to the Secured Creditor in an amount equal to monthly
interest only payments at the contract (non-default) rate on the
principal amount of the Loan, in the amount of $26,837 per month,
commencing on or about April 15, 2022 and continuing monthly
thereafter on the 15th of each month through June 15.
The Secured Creditor will apply the Monthly Payments to its secured
claim. The Debtor will also grant the Secured Creditor a first
priority post-petition security interest and lien against all of
the Debtor's assets, to the same priority, validity and extent that
the Secured Creditor held a properly perfected pre-petition
security interest in such assets, except for claims or recoveries
by or on behalf of the Debtor.
The liens and security interests granted are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of said security interests.
A further hearing on the matter is set for June 27 at 9 a.m.
A copy of the Court's order and the Debtor's budget is available
for free at https://urlcurt.com/u?l=jczHHT from PacerMonitor.com.
The Debtor projects $155,490 in gross profit and $124,733 in total
expenses for May 2024.
About Shilo Inn, Idaho Falls, LLC
Shilo Inn, Idaho Falls, LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 20-42489) on November 2, 2020. At the time of
filing, Idaho Falls disclosed up to $50 million in assets and up to
$10 million in liabilities.
Judge Brian D. Lynch oversees the case.
Levene, Neale, Bender, Yoo & Brill L.L.P. and Stoel Rives LLP serve
as counsel to Idaho Falls.
Idaho Falls' case is not jointly administered with those of Shilo
Inn, Ocean Shores, LLC, and Shilo Inn, Nampa Suites, LLC, both of
which sought Chapter 11 protection (Bankr. W.D. Wash. Lead Case No.
20-42348) on October 15, 2020. Ocean Shores and Nampa Suites' cases
are jointly administered.
Lane Powell PC represents RSS CGCMT 2017P7-ID SIIF, LLC, the
secured creditor.
SHILO INN OCEAN SHORES: Wins Cash Access Thru June 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Tacoma authorized Shilo Inn, Ocean Shores, LLC and Shilo Inn, Nampa
Suites, LLC to use cash collateral on an interim limited basis,
until the earliest to occur of (a) the date that the current order
ceases to be in effect, or (b) the occurrence of a Termination
Event.
A Termination Event consists of any of the following:
a. June 30, 2024 (the Outside Date);
b. The Debtors' failure to deposit on a daily basis all cash
receipts and collections in its DIP Account(s);
c. Entry of an order, without the consent of the secured
creditor, reversing, staying or modifying the current order in any
material respect, or terminating the Debtors' use of cash
collateral pursuant to this order;
d. Filing by the Debtors of an application for the approval of
any superpriority claim which is pari passu with or senior to the
Adequate Protection Obligations of Adequate Protection Liens, or
the granting of any such pari passu or senior superpriority claim,
except any such superpriority claim or lien arising thereunder;
e. Entry of an order granting relief from the automatic stay to
permit foreclosure, possession, set-off or any similar remedy with
respect to any collateral necessary to the conduct of the Debtors'
business;
f. Payment of a prepetition claim, except as permitted by a
Court order or the budget;
g. Dismissal of the Debtors' Chapter 11 case, or its conversion
to a case under Chapter 7, or the appointment of a Chapter 11
trustee or an examiner with enlarged powers relating to the
business operations; and
h. The Debtor's failure to keep and maintain all property in
good working order and condition, ordinary wear and tear excepted;
i. The Debtors' failure to maintain, with financially sound
insurance companies, insurance against risks customarily maintained
by companies in businesses similar to the Debtors' business.
j. The Debtor's failure to comply with all laws, rules,
regulations, and orders of any Governmental Authority applicable to
it, its operations or its property, except where the failure to do
so, individually or in the aggregate, would not reasonably be
expected to result in a material adverse effect, provided, that the
Debtor will be entitled to contest in good faith any laws, rules,
regulations and order of any Governmental Authority so long as,
prior to contesting such matters, the Debtor notifies and obtains
written consent of the Secured Creditor, which consent will not be
unreasonably withheld; or
k. The Debtor's failure to comply with any of the terms or
conditions of the Order; provided, however, that the Secured
Creditor may waive, in writing, any Termination Event.
RSS WFCM2016NXSS-WA SIOSN, LLC's predecessor-in-interest extended
certain pre-petition credit facilities to Ocean Shores and Nampa
Suites. These credit facilities include a note, in the original
principal amount of $9.9 million dated November 2, 2015, executed
by the Borrower in favor of Natixis Real Estate Capital LLC, a
Delaware limited liability company.
The Secured Creditor succeeded by assignment to all of the
interests of the Original Lender in the Loan Documents; and as a
result, the Secured Creditor is the current holder of the Note and
the Loan Documents.
As a component of adequate protection, the Debtors will each make
monthly payments to Secured Creditor in an amount equal to monthly
interest only payments at the contract (non-default) rate on the
principal amount of the Loan, in the amount of $29,900 per month
for Ocean Shores and $16,100 for Nampa Suites, commencing on or
about April 15, 2022, and continuing monthly thereafter on the 15th
of each month through June 15, 2024. The Secured Creditor will
apply the Monthly Payments to its secured claim in accordance with
the applicable Loan Documents.
In addition to the security interests preserved by section 552(b)
of the Bankruptcy Code, the Debtor grants, in favor of the Secured
Creditor, a first priority post-petition security interest and lien
in, to and against all of the Debtor's assets, to the same
priority, validity and extent that the Secured Creditor held a
properly perfected pre-petition security interest in such assets.
The liens and security interests granted are deemed perfected
without the necessity for filing or execution of documents which
might otherwise be required under non-bankruptcy law for the
perfection of said security interests.
A further interim hearing on the matter is scheduled for June 27 at
9 a.m.
A copy of the court's order and the Debtors' budgets is available
for free at https://urlcurt.com/u?l=qyRrdI from PacerMonitor.com.
Shilo Inn Ocean Shores projects $174,520 in gross profit and
$170,615 in total general and administrative expenses and other
cash outflows for May 2024.
Shilo Inn Nampa Suites projects $55,580 in gross profit and $41,344
in total total general and administrative expenses and other cash
outflows for the same month.
About Shilo Inn
Hospitality companies Shilo Inn, Ocean Shores, LLC and Shilo Inn,
Nampa Suites, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42348) on Oct.
15, 2020.
At the time of filing, Shilo Inn, Ocean Shores disclosed assets of
between $10 million and $50 million and liabilities of the same
range. Shilo Inn, Nampa Suites disclosed $1 million to $10 million
in both assets and liabilities.
Judge Brian D. Lynch oversees the cases.
The Debtors tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as
their bankruptcy counsel and Stoel Rives LLP as their local
counsel.
SKILLS ACADEMY: Seeks Cash Collateral Access
--------------------------------------------
Skills Academy Vocational Center, LLC asks the U.S. Bankruptcy
Court for the District of Colorado for authority to use cash
collateral and provide adequate protection to the secured creditor,
the United States Small Business Administration.
The Debtor owes the SBA approximately $65,000. The amount owed to
the SBA is secured by a pledge to the SBA of Skill Academy's
assets.
The Debtor's cash collateral totals approximately $42,000.
The Debtor is a service provider and only operates through its
instructors and administrators, who are essential to its ability to
operate and function. Specifically, the Debtor must make payroll
twice every month. Skills Academy must pay approximately $55,000 in
wages and approximately $1,400 in related expenses or taxes
monthly.
The Debtor must also continue to pay monthly expenses of
approximately $90,000.
The Debtor will provide the following adequate protection to the
SBA for the use of the cash collateral:
a. Replacement liens to the SBA, post-petition, to the same extent
and priority as pre-petition and to the extent that using cash
collateral decreases the SBA's interest in the cash collateral per
Section 361(2).
b. The Debtor will make monthly payments to the SBA of $360
commencing in January 2024.
c. Skills Academy will maintain adequate insurance coverage on all
its property.
d. Skills Academy will provide the SBA with the Debtor's monthly
operating reports forthwith after they are filed with the Court.
e. Skills Academy will only use cash collateral per the budget,
subject to a deviation on a line item expense not to exceed ten
percent, so long as the total expenses do not exceed ten percent of
the total budget.
f. Skills Academy will pay its postpetition taxes.
g. Skills Academy will maintain in good repair all collateral in
which the SBA has an interest.
h. Skills Academy will pay arrearages to the SBA in a lump sum on
the Effective Date as defined in the to-be-filed Plan of
Reorganization.
i. Skills Academy consents to the receipt of monthly loan
statements from the SBA.
The cash collateral of approximately $42,000 does not exceed the
$61,300 owed to the SBA, so any other secured creditors have no
interest in the Debtor's cash collateral, which can only secure the
SBA as the first priority secured creditor.
A copy of the motion is available at https://urlcurt.com/u?l=xxOAbn
from PacerMonitor.com.
About Skills Academy Vocational Center, LLC
Skills Academy Vocational Center, LLC is located in Colorado
Springs and provides vocational training in the culinary,
maintenance, and technology fields to students with special needs.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-10155-TBM) on January
12, 2024. In the petition signed by Randee Van Ness, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Thomas B. McNamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., is the Debtor's legal counsel.
SKILLZ INC: Moody's Affirms 'Caa2' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings affirmed Skillz Inc.'s Caa2 Corporate Family
Rating, Caa2-PD Probability of Default Rating and Caa2 rating on
the $129.7 million outstanding 10.25% senior secured first-lien
notes due December 2026. The company's Speculative Grade Liquidity
rating was downgraded to SGL-3 from SGL-2. The outlook was changed
to stable from negative.
RATINGS RATIONALE
The affirmation of the Caa2 CFR considers Skillz's materially
weakened operating and financial performance, and Moody's
expectation that the company will continue to produce negative free
cash flow (FCF) and rely on its unrestricted cash balances to
offset projected operating losses in 2024. Despite the expectation
for negative FCF, Skillz could continue using cash-on-hand to
repurchase its high coupon debt in the open market. Last year,
Skillz repurchased $159.8 million principal amount of its senior
secured notes (representing 55% of the tranche's then outstanding
balance) at an approximate 15% discount to par, which Moody's
deemed a distressed exchange default. Hence, the rating continues
to reflect Moody's view that further distressed exchanges or a
potential balance sheet restructuring could occur over the rating
horizon given the increasing risk of an untenable debt capital
structure to the extent profitability does not improve over the
next two years.
The stable rating outlook reflects moderating declines in quarterly
revenue and operating losses on a year-over-year and sequential
basis, and Moody's expectation that over the next 12 to 18 months,
cash balances will be sufficient to cover narrowing cash flow
deficits. While reduced user acquisition and engagement spend has
led to less users on Skillz's platform, average revenue per paying
monthly active user (ARPPU) has increased, payer conversion has
remained relatively steady and operating expenses have meaningfully
reduced, which should lead to positive adjusted EBITDA in Q4 2024.
To the extent FCF improvement falls below expectations, Moody's
expects Skillz will further decrease discretionary spending to
preserve liquidity while continuing to manage towards annual
positive FCF in 2025. The stable outlook also considers the
outstanding material weaknesses in internal controls over financial
reporting as disclosed in the 2022 financial audit, which Moody's
expects the company to remediate.
Skillz's Caa2 CFR reflects the company's small scale, significant
revenue concentration, limited financial flexibility and continuing
negative FCF. However, with $302 million of unrestricted cash
balances, Skillz should be able to fund cash flow deficits and
invest in new product initiatives at least through year end 2025.
Given that EBITDA is currently negative, financial leverage is not
meaningful. To the extent Skillz manages to turn EBITDA positive in
the next 12-18 months, Moody's expects that leverage will be well
over 9x (Moody's adjusted) given the company's profitability and
competitive challenges.
The credit profile also considers the mobile gaming industry's
intense competition due to the growing proliferation of new
skill-based titles with enhanced features, content and incentives
that consumers find compelling from a large number of gaming
rivals, as well as increased privacy restrictions on third-party
platforms. Collectively, these factors impact Skillz's ability to
monetize its games. The company is also exposed to pullbacks in
consumer discretionary spending leading to cyclical and volatile
revenue, particularly in inflationary, high interest rate and
slowing economic growth environments, which influenced Skillz's
revenue declines in 2022 (-29%) and 2023 (-44%).
Over the past several quarters, Skillz has focused on returning to
top-line revenue growth, improving profitability, and optimizing
user acquisition and marketing expense. The path to resuming growth
is premised on increasing user economics by enhancing Skillz's
platforms and improving customer and developer engagement via new
monetizable features and slowing paying audience declines, which is
expected to lead to better retention and future stabilization.
Transitioning to scaling the business via organic revenue growth,
effectively managing user acquisition costs and generating positive
EBITDA and FCF will depend on the company's ability to execute on
new product initiatives in the face of growing competition. To the
extent growth and profitability do not materialize over the next
several years, Skillz would face liquidity constraints in the
absence of additional capital raises.
Skillz's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity over the next 12-18 months supported chiefly by sizable
unrestricted cash balances totaling $302 million at 31 December
2023 (down from $362.5 million at FYE 2022), offset by Moody's
expectation for continued negative FCF over the coming twelve
months. In 2023, FCF totaled -$87 million (Moody's adjusted),
compared to -$184 million in 2022. While cash burn narrowed last
year, Moody's still expects FCF deficits, however moderating to the
region of -$30 to -$50 million in 2024, assuming Skillz can
stabilize and ultimately grow top-line revenue while also improving
margins. This should help maintain cash at high levels (barring
usage for M&A, debt repurchases, shareholder distributions or other
capital outlays). Skillz does not have a committed revolving credit
facility, further restraining liquidity.
ESG CONSIDERATIONS
Skillz's CIS-5 indicates that the rating is lower than it would
have been if ESG risk exposures did not exist and that the negative
impact is more pronounced than for issuers scored CIS-4. This is
chiefly driven by governance risks as indicated by the G-5
governance score resulting from an aggressive financial strategy,
absence of a track record for adhering to stated financial guidance
and last year's distressed debt exchange transaction. Additionally,
management credibility has deteriorated and compliance and
reporting risks remain.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although not likely over the next year, ratings could be upgraded
if Skillz experiences positive organic revenue growth, positive
EBITDA with improving profit margins and financial leverage as
measured by total debt to EBITDA approaching 8x. Upward pressure
could also arise with enhanced liquidity via additional capital
raises or stable-to-improving cash balances in concert with
improved operating performance and free cash flow to total debt
improving to the -1% to +1% range (all metrics are Moody's
adjusted).
Ratings could be downgraded if there was: (i) worsening operating
metrics reflecting competitive pressures or operational / execution
missteps; (ii) adjusted free cash flow shortfalls greater than
projected; or (iii) further deterioration in liquidity, inability
to access additional sources of liquidity to cover cash outlays or
an expectation that unrestricted cash balances will no longer
exceed funded debt balances. Ratings could also be downgraded if
Moody's expects Skillz will pursue additional distressed debt
exchanges or a balance sheet restructuring.
Founded in 2012 with headquarters in Las Vegas, NV, Skillz Inc. is
a technology platform that enables game developers to monetize
their content through multi-player competition. Skillz is publicly
traded but also a controlled company with its co-founder and CEO,
Andrew Paradise, holding 80% voting control. Revenue totaled
approximately $150 million in FY 2023.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SMITH MICRO: Conducting Goodwill Impairment Test
------------------------------------------------
Smith Micro Software, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission it has initiated and is
currently conducting an interim goodwill impairment test as a
result of a sustained decrease in its common stock share price and
market capitalization that has occurred since Feb. 23, 2024. As a
result of such testing to date, the Company concluded on April 4,
2024 that the carrying value of the Company's single reporting unit
exceeded its fair value and that a material non-cash pretax
impairment charge related to goodwill will be required under
generally accepted accounting principles for the first quarter of
2024. The valuation work associated with the Company's interim
goodwill impairment testing is still being completed and reviewed,
and as such the Company is unable to provide a good faith estimate
at this time of the amount or a range of amounts of the impairment
charge, other than to state that the impairment charge is expected
to be material.
The Company will provide an update through an amendment to this 8-K
or through the filing of the Form 10-Q once a determination of such
an estimate or range of estimates has been made.
The impairment charge is a non-cash charge and the Company does not
expect to be required to make any current or future cash
expenditures as a result of this impairment. Additionally, the
charge is not expected to have an impact on the Company's
compliance with any outstanding agreements.
About Smith Micro
Headquartered in Pittsburgh, PA, Smith Micro --
http://www.smithmicro.com/-- provides software solutions that
simplify and enhance the mobile experience to some of the leading
wireless and cable service providers around the globe. From
enabling the Digital Family Lifestyle to providing powerful voice
messaging capabilities, the Company strives to enrich today's
connected lifestyles while creating new opportunities to engage
consumers via smartphones and consumer IoT devices. The Company's
portfolio includes family safety software solutions to support
families in the digital age and a wide range of products for
creating, sharing, and monetizing rich content, such as visual
voice messaging, retail content display optimization and
performance analytics on any product set.
Los Angeles, California-based SingerLewak LLP, the Company's
auditor since 2005, issued a "going concern" qualification in its
report dated Feb. 26, 2024, citing that the Company has suffered
recurring losses from operations and has projected future cash flow
requirements to meet continuing operations in excess of current
available cash. This raises substantial doubt about the
Company’s ability to continue as a going concern.
ST. IVES RV: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Galveston Division, authorized St. Ives RV Resort LLC to use cash
collateral, on a final basis, in accordance with the budget, with a
5% variance.
A search in the Texas Secretary of State shows that a secured
position is held by The First National Bank of McGregor dba TFNB
Your Bank for Life.
As adequate protection, the parties are granted replacement liens
on all post-petition cash collateral and post-petition acquired
property to the same extent and priority they possessed as of the
Petition Date.
The holders of allowed secured claims with a perfected security
interest in cash collateral, if any, will be entitled to a
replacement lien in post-petition accounts receivable, contract
rights, and deposit accounts to the same extent allowed and in the
same priority as those interests held as of the Petition Date.
As additional adequate protection, the Debtor will pay $5,000 per
month to The First National Bank of McGregor beginning on May 1,
2024, with any payments being credited to the outstanding principal
balance. Each continued monthly payment will be due on the 1st of
the month in which it is due.
The Debtor is directed to maintain at least $12,794 in accounts
receivable or cash on hand throughout the pendency of the case.
A copy of the order is available at https://urlcurt.com/u?l=OtyL3d
from PacerMonitor.com.
About St. Ives RV Resort LLC
St. Ives RV Resort LLC owns and operates RV Park and campsites.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80083) on March 28,
2024. In the petition signed by Jay Pasala, president, the Debtor
disclosed $1,521,677 in assets and $5,038,189 in liabilities.
Judge Jeffrey P. Norman oversees the case.
Robert C Lane, Esq., at the Lane Law Firm, represents the Debtor as
legal counsel.
STEWARD HEALTH: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
One hundred sixty-seven affiliates that concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code:
Debtor Case No.
------ --------
Steward Health Care System LLC (Lead Case) 24-90213
1900 N. Pearl Street
Suite 2400
Dallas Texas 75201
SJ Medical Center, LLC 24-90210
Downtown Houston Physician Hospital Organization 24-90211
Steward Health Care Holdings LLC 24-90212
Arizona Diagnostic & Surgical Center, Inc. 24-90214
Beaumont Hospital Holdings, Inc. 24-90215
Biltmore Surgery Center Holdings, Inc. 24-90216
Biltmore Surgery Center, Inc. 24-90217
Health Choice Louisiana, Inc. 24-90218
Blackstone Medical Center, Inc. 24-90219
Physician Group of Utah, Inc. 24-90220
Steward PET Imaging, LLC 24-90221
Steward Florida Holdings LLC 24-90222
Blackstone Rehabilitation Hospital, Inc. 24-90223
Health Choice Managed Care Solutions LLC 24-90224
Boston Orthopedic Center, LLC 24-90225
Podiatric Physicians Management of Arizona, Inc. 24-90226
Health Choice Northern Arizona LLC 24-90227
PP Transition, Inc. 24-90228
Health Choice Preferred Accountable Care LLC 24-90229
Boston Sports Medicine and Research Institute, LLC 24-90230
PP Transition LP 24-90231
Steward PGH, Inc. 24-90232
Steward FMC, Inc. 24-90233
Health Choice Preferred Louisiana ACO LLC 24-90234
Quincy Medical Center, A Steward Family Hospital, 24-90235
Brevard SHC Holdings LLC 24-90236
Health Choice Preferred Louisiana Physician Associ 24-90237
Steward Physician Contracting, Inc. 24-90238
Health Choice Preferred Texas ACO - Alamo Region L 24-90239
Steward Good Samaritan Medical Center, Inc. 24-90240
Riverwoods ASC Holdco LLC 24-90241
Brim Healthcare of Colorado, LLC 24-90242
Steward Radiology Physicians of Arizona, Inc. 24-90243
Health Choice Preferred Texas ACO - Gulf Coast Reg 24-90244
Salt Lake Regional Medical Center, LP 24-90245
Steward Good Samaritan Occupational Health Service 24-90246
Indigent Care Services of Northeast Louisiana, Inc 24-90247
Brim Healthcare of Texas, LLC 24-90248
Steward Radiology Physicians of Florida, Inc. 24-90249
Health Choice Preferred Texas Physician Associatio 24-90250
Salt Lake Regional Physicians, Inc. 24-90251
Jordan Valley Hospital Holdings, Inc. 24-90252
Health Choice Preferred Texas Physician Associatio 24-90253
Steward Radiology Physicians of Massachusetts, Inc 24-90254
Steward Good Samaritan Radiation Oncology Center, 24-90255
Seaboard Development LLC 24-90256
Health Choice Utah Accountable Care LLC 24-90257
Seaboard Development Port Arthur LLC 24-90258
Steward Radiology Physicians of Pennsylvania, Inc. 24-90259
Steward Health Care International LLC 24-90260
Brim Holding Company, Inc. 24-90261
HealthUtah Holdco LLC 24-90262
Jordan Valley Medical Center, LP 24-90263
Steward Rockledge Hospital, Inc. 24-90264
Steward Health Care Network ACO Texas, Inc. 24-90265
Brim Physicians Group of Colorado, LLC 24-90266
SHC Youngstown Ohio Laboratory Services Company LL 24-90267
Steward SA FSED Holdings, Inc. 24-90268
Legacy Trails Medical Center LLC 24-90269
SHC Youngstown Ohio Outpatient Services LLC 24-90270
Steward Health Care Network, Inc. 24-90271
Steward Sebastian River Medical Center, Inc. 24-90272
Heritage Technologies, LLC 24-90273
SHC Youngstown Ohio PSC LLC 24-90274
Southridge Plaza Holdings, Inc. 24-90275
IASIS Capital Corporation 24-90276
Mesa General Hospital, LP 24-90277
Choice Care Clinic I, Inc. 24-90278
Steward Health Care OZ Fund, Inc. 24-90279
Southwest General Hospital, LP 24-90280
IASIS Finance II LLC 24-90281
Morton Hospital, A Steward Family Hospital, Inc. 24-90282
Choice Care Clinic II, Inc. 24-90283
St. Luke's Behavioral Hospital, LP 24-90284
IASIS Finance III LLC 24-90285
Steward Health Choice, Inc. 24-90286
Choice Care Clinic III, Inc. 24-90287
Steward Sharon Regional Health System, Inc. 24-90288
Mountain Point Holdings, LLC 24-90289
IASIS Finance, Inc. 24-90290
Choice Care Clinic of Louisiana, Inc. 24-90291
Steward Special Projects LLC 24-90292
Steward Healthcare Management Services LLC 24-90293
St. Luke's Medical Center, LP 24-90294
IASIS Finance Texas Holdings, LLC 24-90295
Steward St. Annes Hospital Corporation 24-90296
Mountain Vista Medical Center, LP 24-90297
Steward HH, Inc. 24-90298
Choice Care Clinic of Utah, Inc. 24-90299
Steward St. Elizabeths Medical Center of Boston, I 24-90300
IASIS Glenwood Regional Medical Center, LP 24-90301
Steward Accountable Care Organization, Inc. 24-90302
MT Transition LP 24-90303
Steward Hillside Rehabilitation Hospital, Inc. 24-90304
Steward St. Elizabeths Realty Corp. 24-90305
Converse Medical Center LLC 24-90306
Steward Anesthesiology Physicians of Florida, Inc. 24-90307
Steward Texas Hospital Holdings LLC 24-90308
Steward Holy Family Hospital, Inc. 24-90309
Steward Anesthesiology Physicians of Massachusetts 24-90310
IASIS Healthcare Corporation 24-90311
Steward Trumbull Memorial Hospital, Inc. 24-90312
Nashoba Valley Medical Center, A Steward Family Ho 24-90313
Steward Hospital Holdings LLC 24-90314
Davis Hospital & Medical Center, LP 24-90315
Steward TSC Investments LLC 24-90316
IASIS Healthcare Holdings, Inc. 24-90317
Davis Hospital Holdings, Inc. 24-90318
IASIS Healthcare LLC 24-90319
Steward Hospital Holdings Subsidiary One, Inc. 24-90320
Steward Valley Regional Ventures, Inc. 24-90321
IASIS Management Company 24-90322
Steward West Ventures Co. 24-90323
Davis Surgical Center Holdings, Inc. 24-90324
IASIS Transco, Inc. 24-90325
Steward Imaging & Radiology Holdings LLC 24-90326
Stewardship Health, Inc. 24-90327
Steward Anesthesiology Physicians of Pennsylvania, 24-90328
New England Sinai Hospital, A Steward Family Hospi 24-90329
Stewardship Health Medical Group, Inc. 24-90330
Steward Medicaid Care Network, Inc. 24-90331
Steward ASC Holdings LLC 24-90332
Stewardship Services Inc. 24-90333
Odessa Fertility Lab, Inc. 24-90334
The Medical Center of Southeast Texas, LP 24-90335
Steward Carney Hospital, Inc. 24-90336
Steward Medical Group Express Care, Inc. 24-90337
TNC Transition LP 24-90338
Steward CGH, Inc. 24-90339
De Zavala Medical Center LLC 24-90340
Steward Easton Hospital, Inc. 24-90341
TRACO Investment Management LLC 24-90342
Steward Emergency Physicians, Inc. 24-90343
Glenwood Specialty Imaging, LLC 24-90344
Utah Transcription Services, Inc. 24-90345
Steward Emergency Physicians of Arizona, Inc. 24-90346
HC Essential Co. 24-90347
Odessa Regional Hospital, LP 24-90348
Steward Emergency Physicians of Florida, Inc. 24-90349
Health Choice Florida, Inc. 24-90350
Steward Emergency Physicians of Pennsylvania, Inc. 24-90351
OnSite Care, Inc. 24-90352
Steward Emergency Physicians Ohio, Inc. 24-90353
Steward Medical Group Pennsylvania Endoscopy LLC 24-90354
Steward Employer Solutions LLC 24-90355
Steward Fall River Management Care Services LLC 24-90356
Steward Medical Holdings LLC 24-90357
OnSite Care MSO, LLC 24-90358
Steward Florida ALF LLC 24-90359
Steward Medical Ventures, Inc. 24-90360
Steward Florida ASC LLC 24-90361
Steward Medical Group, Inc. 24-90362
Steward Melbourne Hospital, Inc. 24-90363
Steward New England Initiatives, Inc. 24-90364
Permian Basin Clinical Services, Inc. 24-90365
Steward Norwood Hospital, Inc. 24-90366
Steward NSMC, Inc. 24-90367
Steward Ohio Holdings LLC 24-90368
Steward Operations Holdings LLC 24-90369
Steward Pathology Physicians of Massachusetts, Inc 24-90370
Permian Premier Health Services, Inc. 24-90371
Steward Pennsylvania Holdings LLC 24-90372
Physician Group of Arizona, Inc. 24-90373
Physician Group of Arkansas, Inc. 24-90374
Physician Group of Florida, Inc. 24-90375
Physician Group of Louisiana, Inc. 24-90376
Business Description: The Debtors own and operate the
largest private physician-owned for-
profit healthcare network in the
United States. Headquartered in
Dallas, Texas, the Debtors' operations
include 31 hospitals across eight
states, approximately 400 facility
locations, 4,500 primary and specialty
care physicians, 3,600 staffed beds,
and a company-wide workforce of nearly
30,000 employees. The Debtors provide
care to more than two million patients
annually.
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Christopher Lopez
Debtors' Counsel: Clifford W. Carlson, Esq.
Gabriel A. Morgan, Esq.
Stephanie N. Morrison, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 3700
Houston, Texas 77002
Tel: (713) 546-5000
Fax: (713) 224-9511
Email: Gabriel.Morgan@weil.com
Clifford.Carlson@weil.com
Stephanie.Morrison@weil.com
- and -
Ray C. Schrock, Esq.
Candace M. Arthur, Esq.
David J. Cohen, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Ray.Schrock@weil.com
Candace.Arthur@weil.com
DavidJ.Cohen@weil.com
Debtors'
Financial
Advisor: AP SERVICES, LLC
Debtors'
Investment
Banker: LAZARD FRERES & CO. LLC
Debtors'
Healthcare
Investment
Banker: LEERINK PARTNERS LLC
Debtors'
Hospital
Investment
Banker: CAIN BROTHERS, A DIVISION OF KEYBANC
CAPITAL MARKETS INC.
Debtors'
Special
Corporate &
Regulatory
Counsel: MCDERMOTT WILL & EMERY LLP
Debtors'
Claims &
Noticing
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by John R. Castellano as chief
restructuring officer.
Full-text copies of five of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LTGPLMQ/Steward_Health_Care_System_LLC__txsbke-24-90213__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BDDCBEQ/Arizona_Diagnostic__Surgical__txsbke-24-90214__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BPWRCFQ/Beaumont_Hospital_Holdings_Inc__txsbke-24-90215__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/FNF6SCY/Biltmore_Surgery_Center_Holdings__txsbke-24-90216__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/FX7IGLI/Biltmore_Surgery_Center_Inc__txsbke-24-90217__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Change Healthcare LLC Trade Debts & $71,070,544
Attn.: Chris Zaetta, Advances
General Counsel
2771 Momentum Place
Chicago, Illinois 60689‐5327
Phone: (888) 445‐8745
Email: czaetta@optum.com
2. Philips North America LLC Trade Debt $50,189,970
Attn.: Mark Collins,
Director of Corporate Accounts
22100 Bothell‐Everett Highway, MS 522
Bothell, Washington 98021
Phone: (609) 668‐7299
Email: mark.collins@philips.com
3. Medline Industries, LP Trade Debt $43,245,837
Attn.: Jeff Fair, VP of National Accounts
1 Medline Place
Mundelein, Illinois 60060
Phone: (615) 504‐3930
Email: jfair@medline.com
4. AYA Healthcare, Inc. Trade Debt & $42,247,240
Attn.: Laura MacNeel, General Counsel Litigation
5930 Cornerstone Court West, Suite 300
San Diego, California 92121
Phone: (866) 687‐7390
Email: lmacneel@ayahealthcare.com
5. Cerner Corporation Trade Debt & $37,510,259
Attn.: Robert Boston Litigation
511 Union Street, Suite 2700
Nashville, Tennessee 37219‐8966
Phone: (615) 850‐8953
Email: bboston@wallerlaw.com
6. Center for Medicare and MAAPP Loans $32,162,911
Medicaid Services
Attn.: T. Whitmore ‐
Overpayment Recovery Unit
P.O. Box 7040
Indianapolis, Indiana 46207‐7040
Phone: (800) 633‐4227
Email: jkextendedrepaymentschedules@anthem.com
7. Cross Country Healthcare, Inc. Trade Debt $31,084,880
Attn.: Susan E. Ball, General Counsel
6551 Park of Commerce Boulevard
Boca Raton, Florida 3348
Phone: (561) 998‐2232
Email: sball@crosscountry.com
8. Prolink Healthcare, LLC Trade Debt & $30,771,115
Attn.: Tony Munafo, President & CEO Litigation
4050 E. Cotton Center Boulevard
Building 3, Suite 37
Phoenix, Arizona 85040
Phone: (602) 883‐4525
Email: marketing@prolink.com
9. Internal Revenue Service CARES Act $28,357,915
Attn.: Centralized Insolvency Operation Deferred FICA
P.O. Box 7346 Tax Liability
Philadelphia, Pennsylvania 19101
Tel: (800) 973‐0424
Fax: (855) 235‐6787
10. Centura Health Corporation Contractual $28,095,544
Attn.: Tom Donohoe, Obligation
SVP & General Counsel
2800 Rockcreek Parkway
Kansas City, Missouri 64117
Phone: (720) 215‐9662
Email: tomdonohoe@centura.org
11. Medtronic, Inc. Trade Debt $24,729,130
Attn.: Ivan Fong, EVP & General Counsel
8200 Coral Sea Street NE, MVC 22
Mounds View, Minnesota 55112
Phone: (763) 526‐1356
Email: ifong@medtronic.com
12. Sodexo, Inc. Trade Debt $15,474,541
Attn.: Daniel T. Bueschel,
CEO, Healthcare
P.O. Box 360170
Pittsburgh, Pennsylvania 15262‐0001
Phone: (215) 867‐4721
Email: daniel.bueschel@sodexo.com
13. Becton, Dickinson and Company Trade Debt $14,967,528
Attn.: Chris Bresnahan,
Sr. Portfolio Manager
1 Becton Drive
Franklin Lakes, New Jersey 07417‐1880
Phone: (619) 816‐1044
Email: christopher.bresnahan@bd.com
14. Florida Agency for Trade Debt $14,492,098
Healthcare Administration
Attn.: Andrew T. Sheeran, General Counsel
2727 Mahan Drive
Tallahassee, Florida 32308
Phone: (800) 955‐8771
Email: andrew.sheeran@ahca.myflorida.com
15. Crothall Healthcare, Inc. Trade Debt $14,070,633
Attn.: Michael Villani
1500 Liberty Ridge Drive
Wayne, Pennsylvania 19087
Phone: (718) 490‐5084
Email: michael.villani@crothall.com
16. Zimmer Biomet, Inc. Trade Debt $12,570,962
Attn.: Chad Phipps
345 East Main Street
Warsaw, Indiana 46580
Phone: 1 (800) 348‐9500
Email: legal.americas@zimmerbiomet.com
17. Express Scripts, Inc. Trade Debt $11,511,844
Attn.: Adam Kautzner, President
21653 Network Place
Chicago, Illinois 60673‐1216
Phone: (860) 810‐6523
Email: awkautzner@express‐scripts.com
18. HNI Healthcare, Inc. Trade Debt & $11,300,634
Attn.: Michael Gonzales, CEO & Founder Litigation
7500 Rialto Boulevard, Building 1,
Suite 140
Austin, Texas 78735
Phone: (512) 730‐3060
Email: mgonzales@hnihealthcare.com
19. CloudMed, LLC Trade Debt $10,517,645
Attn.: Kyle Hicok
1100 Peachtree Street, Suite 1900
Atlanta, Georgia 30309
Phone: (651) 788‐5080
Email: khicok@r1rcm.com
20. Synergi Partners, Inc. Trade Debt $10,112,309
Attn.: Tanisha Johnson,
Manager of Financial Services
151 W. Evans Street
Florence, South Carolina 29501
Phone: (843) 519‐0808 (ext. 23395)
Email: tjohnson@synergipartners.com
21. Stryker Corp. Trade Debt $8,387,409
Attn.: Josh Clark,
Director of Strategic Sales
1941 Stryker Way
Portage, Michigan 49002
Phone: (269) 389‐2963
Email: josh.clark@stryker.com
22. Abbott Healthcare, Inc. Trade Debt $8,172,673
Attn.: Craig Ogg
100 Abbott Park Road
Abbott Park, Illinois 60064
Phone: (404) 432‐9550
Email: craig.ogg@abbott.com
23. General Electric Company Trade Debt $7,577,883
Attn.: Frank R. Jimenez
9900 W. Innovation Drive
Wauwatosa, Wisconsin 53226
Phone: (800) 437‐1171
Email: frank.jimenez@gehealthcare.com
24. Health Catalyst, Inc. Trade Debt $7,118,044
Attn.: Jason Alger, CAO
10897 S. River Front Parkway, Suite 300
South Jordan, Utah 84095
Phone: (855) 309‐6800
Email: jason.alger@healthcatalyst.com
25. PricewaterhouseCoopers Trade Debt $6,319,006
Advisory Services LLC
Attn.: David Tyburski
4040 W. Boy Scout Boulevard
Tampa, Florida 33607
Phone: (347) 405‐4430
Email: david.t.tyburski@pwc.com
25. PricewaterhouseCoopers Trade Debt $6,319,006
Advisory Services LLC
Attn.: David Tyburski
4040 W. Boy Scout Boulevard
Tampa, Florida 33607
Phone: (347) 405‐4430
Email: david.t.tyburski@pwc.com
26. Advantage Healthcare Trade Debt $6,273,801
Staffing Services LLC
Attn.: Pat Treacy, General Counsel
191 Rosa Parks Street, 10th Floor
Cincinnati, Ohio 45202
Email: patrick.treacy@staffmarkgroup.com
27. Sound Physicians Trade Debt $6,137,435
Anesthesiology of Texas, PLLC
Attn.: Steven McCarty, General Counsel
1498 Pacific Avenue, Suite 500
Tacoma, Washington 98402
Phone: (855) 768‐6363
Email: steven.m.mccarty@gmail.com
28. Boston Scientific Corporation Trade Debt $5,395,863
Attn.: Vance R. Brown, General Counsel
300 Boston Scientific Way
Marlborough, Massachusetts 01752‐1234
Phone: (508) 683‐5389
Email: brownv@bsci.com
29. Finthrive, Inc. Trade Debt $5,376,881
Attn.: Jen Do
7950 Legacy Drive, Suite 900
Plano, Texas 75024
Phone: (972) 813‐4224
Email: tsg@finthrive.com
30. ProMedical, LLC Trade Debt $5,237,669
Attn.: Doug Lucente, CEO
1 Militia Drive
Lexington, Massachusetts 02421
Phone: (800) 722‐1555
Email: lucented@promedllc.com
STONEYBROOK FAMILY: Wins Cash Collateral Access Thru May 29
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Orlando Division, authorized Stoneybrook Family Dentistry to use
cash collateral on an interim basis, in accordance with the budget,
through May 29, 2024.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and payroll obligations
incurred post-petition in the ordinary course of business; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item; and (c) additional
amounts as may be expressly approved in writing by Huntington
Bank.
The Debtor requires the use of cash collateral to fund business
operations and necessary expenses.
Prior to the Petition Date, the Debtor obtained financing from the
U.S. Small Business Administration, which is purportedly secured by
a lien on the Debtor's cash and/or cash equivalents. The SBA may
assert a first priority security interest in the Debtor's cash and
cash equivalents by virtue of a UCC-l Financing Statement filed
with the State of Florida on July 5, 2020. The outstanding balance
owed to the SBA is approximately $150,000. In addition, The
Huntington National Bank, United Community Bank and Highland
Capital Corporation may assert an interest on Debtor's cash
equivalents, which interests are inferior to those of the SBA.
As adequate protection for the use of cash collateral, Huntington
and the inferior interest holders will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the prepetition lien without
the need to file or execute any documents as may otherwise be
required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued hearing on the matter is set for May 29 at 10:30 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=vxRI6b from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$17,223 for the week ending May 13, 2024;
$11,932 for the week ending May 20, 2024; and
$17,223 for the week ending May 27, 2024.
About Stoneybrook Family Dentistry, P.A.
Stoneybrook Family Dentistry, P.A. specializes in cosmetic
dentistry, invisalign, dental implants, pediatric dentistry, root
canal therapy, and smile makeovers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00076) on January 8,
2024. In the petition signed by Wendi K. Wardlaw, president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Tiffany P Geyer oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP,
represents the Debtor as legal counsel.
STORYFILE INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: StoryFile, Inc.
75 South Broadway
4th Floor
White Plains, NY 10601
Case No.: 24-22398
Business Description: StoryFile is a developer of a conversational
video interactive platform designed to give
storytellers to have the opportunity to tell
their narratives and experiences in their
own words.
Chapter 11 Petition Date: May 5, 2024
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Sean H. Lane
Debtor's Counsel: Gabriel Del Virginia, Esq.
LAW OFFICE OF GABRIEL DEL VIRGINIA
30 Wall Street 12th Floor
New York NY 10005
Tel: 212-371-5478
Email: gabriel.delvirginia@verizon.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Fong as interim CEO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QUDBLZY/StoryFile_Inc__nysbke-24-22398__0001.0.pdf?mcid=tGE4TAMA
STREAMLINE HEALTH: Appoints Bryant Reeves III as Permanent CFO
--------------------------------------------------------------
Streamline Health Solutions, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that on April 29, 2024,
the Company appointed Bryant J. Reeves, III as the Company's
permanent chief financial officer, effective April 29, 2024. Mr.
Reeves had previously served as the Company's interim chief
financial officer since Oct. 13, 2023. In connection with his
appointment as chief financial officer, the Compensation Committee
of the Board of Directors approved an increase to the annual base
salary of Mr. Reeves from $185,000 to $225,000, effective April 29,
2024. Mr. Reeves was also granted a restricted stock award of
150,000 shares under the Streamline Health Solutions, Inc. Third
Amended and Restated 2013 Stock Incentive Plan, as amended. The
shares of restricted stock vest in three equal annual installments,
subject to the continued employment of Mr. Reeves on each vesting
date.
Compensation Arrangements with CEO
Streamline Health also disclosed that on April 29, 2024, the
Compensation Committee approved an increase to the annual base
salary of Benjamin L. Stilwill, the Company's president and chief
executive officer, from $350,000 to $375,000, effective April 29,
2024. Mr. Stilwill was also granted a restricted stock award of
170,000 shares under the 2013 Plan. The shares of restricted stock
vest in three equal annual installments, subject to the continued
employment of Mr. Stilwill on each vesting date.
About Streamline
Incorporated in 1989, Streamline Health Solutions, Inc. --
www.streamlinehealth.net -- is a provider of solutions and services
in the middle of the revenue cycle for healthcare providers
throughout the United States and Canada. Streamline Health's
technology helps hospitals improve their financial performance by
optimizing data and coding for every patient encounter prior to
bill submission. By performing these activities before billing,
providers can drive net revenue through reduced revenue leakage,
overbilling, and days in accounts receivable. This enables
providers to achieve more predictable revenue streams using
technology rather than manual intervention.
"To date, the Company has not generated sufficient revenues to
allow it to generate cash flow from operations. The Company has
historically accumulated losses and used cash from its financing
activities to supplement its operations. Further, the Company's
current forecast projects the Company will not be able to maintain
compliance with certain of its financial covenants under its
current credit agreement in the next twelve months. These
conditions raise substantial doubt about the ability of the Company
to continue as a going concern within one year after the date that
the financial statements are issued," Streamline Health stated in
its Quarterly Report for the period ended Oct. 31, 2023.
STREAMLINE HEALTH: Incurs $1.4 Million Net Loss in Fourth Quarter
-----------------------------------------------------------------
Streamline Health Solutions, Inc., announced financial results for
the fourth quarter and fiscal year 2023, which ended Jan. 31,
2024.
Streamline Health reported a net loss of $1.37 million on $5.36
million of total revenue for the three months ended Jan. 31, 2024,
compared to a net loss of $2.18 million on $6.75 million of total
revenues for the three months ended Jan. 31, 2023.
For the 12 months ended Jan. 31, 2024, the Company reported a net
loss of $18.70 million on $22.60 million of total revenues,
compared to a net loss of $11.38 million on $24.89 million of total
revenues for the 12 months ended Jan. 31, 2023.
As of Jan. 31, 2024, the Company had $41.73 million in total
assets, $22.92 million in total liabilities, and $18.81 million in
total stockholders' equity.
As of Jan. 31, 2024, cash and cash equivalents totaled $3.2 million
as compared to $6.6 million as of Jan. 31, 2023. Subsequent to the
end of fiscal 2023, on Feb. 7, 2024, the Company announced the
closing of a private placement of common stock, unsecured
subordinated promissory notes and warrants for aggregate gross
proceeds of approximately $4.5 million. This additional liquidity
is not reflected in its financial results as of Jan. 31, 2024.
"During our fourth quarter we began to capitalize on our
cross-selling opportunities and closed our first enterprise client.
As we enter fiscal 2024, we believe we are poised to deepen our
existing relationships and expand the number of clients leveraging
both of our flagship solutions," stated Ben Stilwill, president and
chief executive officer, Streamline. "We are also excited by the
impact of our Client Service model and developments within
innovation. We estimate that within the first six weeks of
utilization, our AI-generated eValuator rules delivered
approximately $1 million of financial impact for clients,
furthering our mission to help our nation's health systems get paid
for all of the care they provide."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/0001008586/000149315224017071/ex99-1.htm
About Streamline
Incorporated in 1989, Streamline Health Solutions, Inc. --
http://www.streamlinehealth.net/-- is a provider of solutions and
services in the middle of the revenue cycle for healthcare
providers throughout the United States and Canada. Streamline
Health's technology helps hospitals improve their financial
performance by optimizing data and coding for every patient
encounter prior to bill submission. By performing these activities
before billing, providers can drive net revenue through reduced
revenue leakage, overbilling, and days in accounts receivable.
This enables providers to achieve more predictable revenue streams
using technology rather than manual intervention.
"To date, the Company has not generated sufficient revenues to
allow it to generate cash flow from operations. The Company has
historically accumulated losses and used cash from its financing
activities to supplement its operations. Further, the Company's
current forecast projects the Company will not be able to maintain
compliance with certain of its financial covenants under its
current credit agreement in the next twelve months. These
conditions raise substantial doubt about the ability of the Company
to continue as a going concern within one year after the date that
the financial statements are issued," Streamline Health stated in
its Quarterly Report for the period ended Oct. 31, 2023.
STREAMLINE HEALTH: Incurs $18.7M Net Loss in Fiscal Year 2023
-------------------------------------------------------------
Streamline Health Solutions, Inc., filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $18.70 million on $22.60 million of total revenues for the
year ended Jan. 31, 2024, compared to a net loss of $11.38 million
on $24.89 million of total revenues for the year ended Jan. 31,
2023.
As of Jan. 31, 2024, the Company had $41.73 million in total
assets, $22.92 million in total liabilities, and $18.81 million in
total stockholders' equity.
In the Company's Quarterly Report on Form 10-Q for the period ended
Oct. 31, 2023, the Company raised substantial doubt about its
ability to continue as a going concern. It cited the "ability to
achieve cash from operations and raise additional debt or equity
capital to fund its ongoing operations" as requirements to mitigate
the substantial doubt. The Company said that as of this filing,
the Company has been able to successfully implement a cost
reduction plan, obtain additional capital, and restructure the
covenants for its existing credit facility. Collectively, these
initiatives alleviated the substantial doubt about the Company's
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001008586/000149315224017297/form10-k.htm
About Streamline Health
Incorporated in 1989, Streamline Health Solutions, Inc. --
http://www.streamlinehealth.net/-- is a provider of solutions and
services in the middle of the revenue cycle for healthcare
providers throughout the United States and Canada. Streamline
Health's technology helps hospitals improve their financial
performance by optimizing data and coding for every patient
encounter prior to bill submission. By performing these activities
before billing, providers can drive net revenue through reduced
revenue leakage, overbilling, and days in accounts receivable.
This enables providers to achieve more predictable revenue streams
using technology rather than manual intervention.
SUNOCO LP: S&P Raises ICR to 'BB+' on Close of NuStar Acquisition
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Sunoco L.P.
to 'BB+ from 'BB' and removed the ratings from CreditWatch, where
S&P placed them with positive implications on Jan. 22, 2024.
S&P said, "We also raised our ratings on the company's senior
unsecured notes to 'BB+' from 'BB' and removed the ratings from
CreditWatch. The '3' recovery rating reflects our expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a default.
"We discontinued our 'BBB-' rating on the $1.5 billion senior
secured revolving credit facility, given it has been replaced with
a $1.5 billion senior unsecured revolving credit facility (not
rated).
"The stable rating outlook on Sunoco reflects our expectation that
the company will successfully integrate NuStar's assets and obtain
outlined synergies over the next several years, which, combined
with modest organic growth, will lead to leverage declining toward
4x from about 4.5x in fiscal 2024."
On May 3, 2024, Sunoco L.P. announced that it has completed the
acquisition of NuStar Energy L.P.
S&P said, "We believe that the acquisition strengthens Sunoco's
competitive position, primarily due to the increased scale and
enhanced diversity of its operations. We anticipate that EBITDA for
the combined company will be about $1.9 billion for fiscal 2025,
which positions Sunoco as one of the largest speculative grade
rated companies in our portfolio. We also highlight that the
company will now have material pipeline transportation assets and
increased exposure to storage, which helps lend additional
stability to the company's profitability given its solid contract
structure and predictable cash flows." These assets include:
-- 5,410 miles of refined product pipelines;
-- 2,070 miles of crude oil pipelines;
-- A 2,010-mile anhydrous ammonia pipeline; and
-- 63 terminal and storage facilities, with an aggregate storage
capacity of about 49 million barrels.
S&P said, "Furthermore, we note the expanded diversity of the
business from a commodity, geographic, and counterparty
perspective. Sunoco will have exposure to refined products, crude
oil, and ammonia. The assets of the business will span across all
the Petroleum Administration for Defense Districts in the U.S.
Counterparty exposure will be diversified such that no one
counterparty will represent more than about 10% of revenue, whereas
previously each company had a counterparty that was about 20% of
revenue (7-Eleven for Sunoco and Valero for NuStar). We believe the
enhanced diversity combined with demonstrated resilience of EBITDA
through market disruptions will lead to consistent performance
through commodity cycles. We highlight that both NuStar and
Sunoco's EBITDA were stable or growing through the COVID-19
pandemic, despite significant swings in demand for refined products
over the same period.
"In our view, NuStar's assets will complement Sunoco's refined
products wholesale distribution business and create organic growth
opportunities in the areas in which NuStar operates. Notably,
Sunoco will have a level of vertical integration with the acquired
product pipeline and terminal infrastructure as well as previously
owned downstream fuel distribution operations.
"As a result of the above factors, we believe that Sunoco is well
positioned relative to its peers, and therefore, we revised our
business risk profile on the company to satisfactory from fair.
"We project that S&P Global Ratings-adjusted leverage will be in
the mid-4x area in fiscal 2024, before steadily deleveraging to
about 4x by fiscal 2026. Our forecast for fiscal 2024 considers a
full-year contribution from NuStar and reflects the
post-transaction capital structure, including repayment of the
NuStar subordinated debt and preferred shares (whose repayment will
occur 30 days after the transaction closes). The acquisition will
initially be moderately leveraging for Sunoco, given NuStar's
higher stand-alone adjusted leverage of about 5.3x at fiscal
year-end 2023 (Dec. 31, 2023). However, we anticipate that Sunoco
will de-leverage from the mid-4x area relatively quickly as the
combination of synergies ($150 million run-rate as projected by the
company) and organic growth projects lead to EBITDA expansion of
roughly $200 million through fiscal 2026. We do not anticipate
material debt paydown over the next several years and forecast the
free cash flow will be used for organic growth projects and
shareholder distributions (in the form of dividends of roughly $600
million annually).
"Sunoco has outlined a leverage target of less than 4x which it
anticipates achieving within 18 months post close. Our calculation
of leverage differs from the companies due to adjustments as
outlined in our criteria, including additions to debt for asset
retirement obligations and reported lease liabilities. Reported
lease liabilities are the most material adjustment, given a total
operating lease liability of about $650 million. This adjustment
increases our leverage by about 0.2x as compared to the company's
calculation. Given this difference, Sunoco could be successful in
reducing leverage below 4x by its calculation, our calculated
leverage could remain at or above 4x.
"The stable outlook reflects our expectation that Sunoco will end
fiscal 2024 with S&P adjusted leverage in the mid-4x area, before
deleveraging modestly in fiscal 2025 to about 4.3x. We anticipate
the company will successfully integrate NuStar's operations and
capture synergies over the next several years while pursuing
organic growth, leading to deleveraging toward 4x.
"We could lower the rating on Sunoco if S&P Global Ratings-adjusted
leverage approached 5x. This could occur if the company adopted a
more aggressive financial policy that prioritized debt-funded
shareholder returns or performance weakened meaningfully, leading
to a sustained EBITDA decline.
"We could take a positive rating action on Sunoco if we expected
that the company would maintain S&P Global Ratings-adjusted
leverage below 4x. Furthermore, the company would need to have a
clear financial policy supporting leverage sustained at this
level.
"Environmental factors are a negative consideration in our credit
rating analysis of Sunoco. Sunoco is the largest independent fuel
distributor in the U.S., primarily focused in distributing
traditional hydrocarbon fuels. With the recent NuStar acquisition,
Sunoco has increased its exposure to pipelines and storage
facilities for petroleum products, where volumes and utilization
could decline over the next few decades as part of the energy
transition. Sunoco has the operational capabilities and has
demonstrated an interest in distributing cleaner refined products
but currently faces the general energy transition pressures
confronting the midstream industry over the next few decades. We
believe the increasing midstream infrastructure ownership within
Sunoco's asset portfolio further enhances its ability to store and
transport cleaner refined products as the fuel distribution
marketplace evolves and note that it now will handle a significant
proportion of California's growing renewable fuel market with the
NuStar assets."
TIJUANA FLATS: Wins Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia,
Jacksonville Division, authorized Tijuana Flats Restaurants, LLC to
use the cash collateral of LSC2022, LLC, on an interim basis, in
accordance with the budget.
As adequate protection for any diminution in the value of cash
collateral and other prepetition collateral resulting from the
Debtors' use thereof after the Petition Date, LSC2022 will be
entitled to a continuing replacement lien and security interest in
all assets of the Debtors existing on or after the Petition Date of
the same type as the prepetition collateral, together with the
proceeds, rents, products and profits thereof, whether acquired or
arising before or after the Petition Date, to the same extent,
validity, perfection, enforceability and priority of the liens and
security interests of LSC2022 as of the Petition Date. The Rollover
Lien will be limited to the amount of any Diminution and does not
extend to any avoidance claims held by the estate.
With the exception of $200,000 administrative "carve-out" for
Debtors' professionals, the Rollover Lien will not be subject or
subordinate to (i) any liens arising after the Petition Date except
for any liens or security interests in favor of any federal, state,
municipal or other government unit, commission, board or court for
any tax liability of the Debtors, whether secured or unsecured,
including property taxes for which liability is in rem, in
personam, or both and a tax of a kind specified in 11 U.S.C.
section 507(a)(8), or (ii) any other lien or security interest
under 11 U.S.C. sections 363 or 364, or otherwise.
As additional adequate protection for any Diminution, LCS2022 will
have a superpriority administrative expense claim pursuant to 11
U.S.C. section 507(b), with recourse to and payable from any and
all assets of the Debtors' estates.
The Secured Party Superpriority Claims will be subject only to the
Carve-Out and will have priority over any and all administrative
expenses, diminution claims and all other claims against the
Debtors, now existing or hereafter arising, of any kind
whatsoever.
The lien granted will be valid and perfected without the need for
the execution of filing of any further document or instrument
otherwise required to be filed under applicable non-bankruptcy law.
The Debtor's right to use cash collateral will terminate on the
earliest to occur of:
i. the Debtors' Chapter 11 cases are dismissed or converted to
a case under Chapter 7 of the Bankruptcy Code;
ii. the earlier of (y) the date of the entry of an order of the
Court appointing a Chapter 11 trustee or an examiner with enlarged
powers (beyond those set forth in sections 1104(c) and 1106(a)(3)
and (4) of the Bankruptcy Code) for the Debtors; or (z) the date
the Debtors file a motion, application or other pleading consenting
to or acquiescing in any such appointment;
iii. the Interim Order becomes stayed, reversed, vacated,
amended or otherwise modified in any respect without the prior
written consent of LSC2022;
iv. an order is entered in the Chapter 11 Case over the
objection of LSC2022 approving financing pursuant to section 364
that would grant an additional security interest or a lien on any
Collateral or granting a superpriority administrative claim that is
equal or superior to the superpriority administrative claim granted
to LSC2022 under this Interim Order; or
v. an adversary proceeding or contested matter is commenced by
the Debtors challenging the amount, validity, enforceability,
priority or extent of LSC2022's liens, security interests or
claims.
A final hearing on the matter is set for May 23, 2024 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=JQsrDh
from PacerMonitor.com.
About Tijuana Flats Restaurants, LLC
Tijuana Flats Restaurants, LLC is a fast-casual Tex-Mex restaurant
founded in 1995 in Winter Park, Fla. The Company has 63
company-owned locations throughout Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01128) on April 19,
2024. In the petition signed by Joseph D. Christina, chief
executive officer, the Debtor disclosed up to $10 million in assets
and up to $50 million in liabilities.
Judge Jason A. Burgess oversees the case.
Richard R. Thames, Esq., at THAMES | MARKEY, represents the Debtor
as legal counsel.
TREE HOUSE: Lender Seeks to Prohibit Cash Collateral Access
-----------------------------------------------------------
Valley National Bank, N.A. asks the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, to prohibit Tree House,
LLC from using cash collateral.
The Debtor is the fee simple owner of 19 rental condominium units
located throughout the Grenelefe Resort located in Polk County.
Pursuant to a lending relationship with Valley that began 17 years
ago, the Debtor is indebted to Valley in the approximate amount of
$462,147.
As of June 2023, the Debtor defaulted of its obligations to Valley
under the Notes, mortgages, and Assignment of Rents.
On August 7, 2023, Valley commenced a foreclosure action against,
inter alia, the Debtor, initiating Case No. 2023-CA-005586-0000-00,
in the Circuit Court of the Tenth Judicial Circuit in and for Polk
County, Florida.
On the eve of a hearing in the state court action to consider
Valley's unopposed Motion for Summary Final Judgment of Foreclosure
and/or for Final Monetary Judgment, the Debtor filed its second
voluntary petition for relief under Chapter 11, Subchapter V,
therein initiating the instant bankruptcy case.
The Debtor continues to operate the Property as a Chapter 11
debtor-in-possession, and has done so since the Petition Date -
over 3 weeks ago, as of the date of the filing.
In doing so, however, the Debtor is operating in direct violation
of 11 U.S.C. Section 363(c), as neither Valley (with a perfected
security interest in the cash collateral per the Assignment of
Rents) nor the Court has authorized the Debtor's use of cash
collateral.
The Lender asserts that the Debtor must be required to immediately
provide Valley with an accounting of (i) all of the cash collateral
the Debtor has used to date (detailing the purposes for which all
cash collateral has been used and including copies of all checks
made by the Debtor using cash collateral and copies of all invoices
paid using cash collateral) and, (ii) all of the cash in the
Debtor's possession, custody or control, at the time of the
Petition Date, and at present.
Valley National Bank, N.A., as lender, is represented by:
Harris J. Koroglu, Esq.
SHUTTS & BOWEN LLP
200 South Biscayne Blvd.
Suite 4100
Miami, FL 33131
Tel: (305) 358-6300
Email: hkoroglu@shutts.com
A copy of the motion is available at https://urlcurt.com/u?l=hEjM6I
from PacerMonitor.com.
About Tree House LLC
Tree House LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01823) on April 3,
2024, with $1 million to $10 million in both assets and
liabilities. Garrett Kenny, manager, signed the petition.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP
represents the Debtor as legal counsel.
TREMONT CHICAGO: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Tremont Chicago, LLC asks the U.S. Bankruptcy Court for the
District of Delaware for authority to use cash collateral and
provide adequate protection.
The Debtor owns and operates the (i) Tremont Chicago Hotel, a
16-story, 122-room, boutique hotel located at 100 E. Chestnut
Street between the worldrenowned Magnificent Mile and Rush Street
in Chicago, and (ii) the adjoining property, located at 108 E.
Chestnut Street, which houses a restaurant space (until recently a
Ditka's steakhouse).
The Debtor acquired the hotel in 2018 from Marriott International,
Inc. To facilitate its acquisition of the Hotel, the Debtor
borrowed $19.425 million from LMREC IV Note Holder, Inc.
The Debtor understands that the Lender asserts that: (i) it is owed
approximately $26.9 million as of the Petition Date, and (ii) as
security for the Loan, it has a mortgage on the real property on
which the Hotel and restaurant space are located and a security
interest in substantially all of the Debtor's assets. The Lender
asserts a lien on substantially all assets of the Debtor, including
proceeds. The Debtor understands that the Lender asserts an
interest in the Debtor's cash collateral.
The Debtor does not have sufficient unencumbered cash and needs
liquidity to successfully operate the City Contract to maturity and
pay operating expenses critical to the business, including
utilities, payroll, insurance, taxes, and repairs and maintenance.
Most urgently, the Debtor needs to make payroll on May 3, 2024, and
needs to fund same by May 2, 2024.
As adequate protection for the Debtor's use of cash collateral, the
Debtor will provide the Lender, to secure payment of an amount
equal to any diminution in value of the Lender's collateral, a
security interest in and lien upon all assets of the Debtor and all
hereafter-acquired assets of the Debtor.
The adequate protection liens will be deemed perfected
automatically upon entry of the Interim Order, without the
necessity of the filing of any UCC-1 financing statement, state or
federal notice, mortgage, or similar instrument or document in any
states or public record or office and without the necessity of
taking possession or "control".
A copy of the motion is available at https://urlcurt.com/u?l=RUUnNI
from PacerMonitor.com.
About Tremont Chicago, LLC
Tremont Chicago, LLC is part of the traveler accommodation
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10844) on April 22,
2024. In the petition signed by Michael Collier, sole member of
Hotel Capital, LLC, Debtor's Manager, the Debtor disclosed up to
$50 million in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the case.
Maria Aprile Sawczuk, Esq., at GOLDSTEIN & MCCLINTOCK LLLP,
represents the Debtor as legal counsel.
TRIUMPH GROUP: Adds Courtney Mather to Slate of Director Nominees
-----------------------------------------------------------------
Triumph Group, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 1, 2024, the Company
and Vision One Management Partners, LP. entered into an amendment
to the Cooperation Agreement dated May 30, 2023.
Pursuant to the terms of the Amendment, the slate of director
nominees recommended by the Board of Directors of the Company for
election at the Company's 2024 annual meeting of stockholders will
include Courtney R. Mather in addition to eight nominees selected
by the Company in its sole discretion.
Pursuant to the Agreement, until the date pursuant to which
stockholder nominations for director elections are permitted
pursuant to the Company's Amended and Restated Bylaws with respect
to the 2025 annual meeting of stockholders, Vision One has agreed
to customary confidentiality, standstill, voting and other
obligations, including supporting each director nominated and
recommended by the Board for election at the 2024 Annual Meeting.
The Company has also extended the appointment of Julio C. Acero, an
Investment Analyst of Vision One, as an observer on the Board until
the Company's 2025 annual meeting of stockholders.
About Triumph
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures. The company serves the global
aviation industry, including original equipment manufacturers and
the full spectrum of military and commercial aircraft operators.
* * *
As reported by the TCR on Dec. 27, 2023, Moody's Investors Service
placed the 'Caa1' Corporate Family Rating and the 'Caa1-PD'
Probability of Default Rating of Triumph Group, Inc. on review for
upgrade following the announcement on December 21, 2023, that
Triumph agreed to sell its Product Support business to AAR CORP.
(unrated) for $725 million. Moody's said the review for upgrade of
the CFR and PDR will consider the benefits to the company's
financial leverage, liquidity and refinancing risk that will accrue
by retiring debt with the sale proceeds.
As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised
its outlook to positive from stable and affirmed the 'CCC+' issuer
credit rating on Triumph Group Inc. S&P expects management to
remain focused on deleveraging the balance sheet; however, there
remains some risk around the company's upcoming maturity of its
2025 unsecured notes.
TROJAN EV: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------
TROJAN EV, LLC and Golf Carts of Cypress, LLC ask the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, for authority to use cash collateral and provide adequate
protection.
The Debtors require the use of cash collateral to make payments to
vendors and employees and to satisfy the other ordinary costs of
operations.
In September 2021, Trojan EV and GCC were both sued by Trojan
Battery Company for alleged trademark infringement under the Lanham
Act, and similar causes of action under Texas law. After a
multi-day trial, the U.S. District Court for the Southern District
of Texas entered a findings of fact and conclusions of law that
found Trojan EV and GCC both infringed on Trojan Battery's
intellectual property.
On December 1, 2022, the Debtors both executed a promissory note in
favor of Harvey Capital, LLC in the amount of $500,000. In
connection with the Harvey Capital Note, the Debtors both executed
a Security Agreement granting security interests in the Debtors'
assets.
On November 8, 2023, the Debtors entered into a Business Loan
Agreement with Stellar Bank, whereby the Debtors borrowed $1
million from Stellar Bank. In connection with the Stellar Bank Loan
Agreement, the Debtors both executed a promissory note in favor of
Stellar Bank that granted security interests in certain of the
Debtor's assets, including its accounts receivable and inventory of
golf carts. As of the Petition Date, the Debtors owed Stellar Bank
approximately $759,307.
As adequate protection for the Debtors' use of the cash collateral,
but only to the extent of diminution of the prepetition cash
collateral as a result of such use of cash collateral, the
Prepetition Secured Lender will be granted, without any further
action, continuing, valid, binding, enforceable, fully perfected,
replacement liens and first priority security interests in the
Debtors' presently owned or hereafter acquired property and assets,
whether such property and assets were acquired before or after the
Petition Date, of any kind or nature, whether real or personal,
tangible or intangible.
The Adequate Protection Liens will be subject and subordinate to:
(a) accrued and unpaid professional fees and expenses of the
attorneys, financial advisors, and other professionals retained by
the Debtors or any official committee appointed and approved by the
Court in connection with this Chapter 11 case and after the
Petition Date through the termination or expiration of the cash
collateral order; and (b) any and all fees payable to the U.S.
Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and the Clerk of
the Bankruptcy Court.
A copy of the motion is available at https://urlcurt.com/u?l=eiWyAo
from PacerMonitor.com.
About Trojan EV, LLC
Trojan EV, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31910) on April 29,
2024. In the petition signed by Federico D. Nell, sole member, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Jason P. Kathman, Esq., at Spencer Fane, represents the Debtor as
legal counsel.
TURKEY LEG HUT: Wins Cash Collateral Access
-------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized the Turkey Leg Hut and Company LLC to
use cash collateral and provide adequate protection.
Specifically, the Debtor is permitted to use post-petition funds to
meet daily operating expenses for the Debtor.
US Foods, Inc., the U.S. Small Business Administration, WebBank,
and the Texas Comptroller of Public Accounts assert an interest in
the Debtor's cash collateral.
As adequate protection for the diminution in value of cash
collateral, the Debtor will (i) provide monthly adequate protection
payments, (ii) maintain the value of its business as a
going-concern, and (iii) provide post-petition replacement liens
equal in validity and priority to those held pre-petition provided
that the Debtor reserves the right to challenge the validity,
extent, priority and procurement of the underlying debt and any
associated liens, and the Cash Collateral Creditors reserve the
right to argue that Debtor's cash does not constitute property of
the Debtor's estate.
The court ruled that the Debtor must not remit any additional
adequate protection payments to the Texas Comptroller of Public
Accounts, U.S. Foods or the Small Business Administration, pending
further order of the court.
A copy of the motion is available at https://urlcurt.com/u?l=E7Ynod
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=mZod3U
from PacerMonitor.com.
About Turkey Leg Hut
Turkey Leg Hut is a Houston based restaurant specializing in turkey
legs.
Turkey Leg Hut sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31275) on March 26,
2024. In the petition filed by Nakia Price, as managing member, the
Debtor estimated assets up to $50,000 and estimated liabilities
between $1 million and $10 million.
Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the case.
The Debtor is represented by James Q. Pope, Esq. at THE POPE LAW
FIRM.
TURNING POINTS: Seeks Cash Collateral Access
--------------------------------------------
Turning Points for Children and affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania for authority to use
cash collateral and provide adequate protection.
The Debtors require the use of cash collateral to pay insurance,
wages, rent, utility charges, and other critical operating
expenses.
The Debtors' only prepetition secured lender with an interest in
cash collateral is TD Bank, N.A.
The Debtors are parties to the Asset Based Line of Credit dated
October 19, 2016, as amended in favor of the Secured Lender and
pursuant to which the Secured Lender provided the Debtors with
credit accommodations to fund working capital needs in the original
principal amount of $10 million. As of the Petition Date, the
balance of the Prepetition Credit Line was approximately $4
million. Non-Debtors, The Turning Points for Children Charitable
Foundation and PHMC, are unlimited, unconditional guarantors of the
Prepetition Credit Line.
The Debtors are also parties to that certain Term Loan dated
November 30, 2016 pursuant to which the Secured Lender provided
Debtors with a secured loan in the principal amount of $2.4 million
for the purpose of making repairs and other renovations to the
Debtors' real property located at 415-419 South 15th St.,
Philadelphia, PA 19146. The Prepetition Term Loan is secured by a
mortgage on the Real Property. As of the Petition Date, the balance
of the Prepetition Term Loan was approximately $782,000 and the
Debtors were making payments in the amount of $25,369 per month to
service the Prepetition Term Loan.
The Real Property has been marketed for sale prepetition and was
most recently subject to a sale contract with a value of $2.750
million.
The Debtors estimate that their prepetition accounts receivable, as
of the Petition Date, had an approximate estimated value of $5
million, largely owed to the Debtors by the City of Philadelphia.
The Secured Lender has consented to the Debtors' use of the cash
collateral provided that Debtors continue to honor and make all
monthly interest payments on the Prepetition Credit Line, and
subject to the Court's approval of the Budget.
The Debtors assert that the Secured Lender is adequately protected
by way of (and in addition to security provided by Debtors'
continued payment of non-default rate interest on the Prepetition
Credit Line) the equity cushion existing in the Prepetition
Collateral, the granting of replacement liens (only to the extent
its prepetition security interests are perfected and enforceable),
and the continuation of the Debtors' operations.
The balance of the Prepetition Credit Line (approximately $4
million and Prepetition Term Loan) approximately $782,000 are
secured by, among other Prepetition Collateral, the Real Property,
which is pending a sale that will result in proceeds of $2.750
million. There are no other liens on the Real Property.
Further, among other Prepetition Collateral, the Secured Lender is
secured by the Debtors' accounts receivable, which had a value of
approximately $5 million as of the Petition Date.
As additional adequate protection for any diminution in value of
the Secured Lender's interests, the Debtors request that the Court
grant the Secured Lender security interests equivalent to a lien
granted under 11 U.S.C. section 364(c)(2) and (3), as applicable,
in and upon the Debtors' real and personal property and the cash
collateral, whether such property was acquired before or after the
Petition Date, to the extent: (i) that the Secured Lender's
prepetition security interests in the Prepetition Collateral are
valid and properly perfected, and (ii) of the amount of any
diminution in value of the Secured Lender's Prepetition
Collateral.
A copy of the motion is available at https://urlcurt.com/u?l=Oa1ggY
from PacerMonitor.com.
About Turning Points for Children
Turning Points for Children, a subsidiary of Public Health
Management Corporation, provides a range of social and health
services to support children, caregivers, and families. Its mission
is to norture families with children who are struggling against
economic and environmental odds.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11479) on May 1, 2024.
In the petition signed by David R. Fair, executive director, the
Debtor disclosed $34,373,426 in assets and $6,400,954 in
liabilities.
Judge Ashely M. Chan oversees the case.
Aris J. Karalis, Esq., at Karalis PC, represents the Debtor as
legal counsel.
TYSONS JEWELRY: Court OKs Cash Collateral Access Thru June 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized Tysons Jewelry Enterprises LLC to
use cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance, through June 30, 2024.
Lion Business Funding, LLC 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.
As adequat protection, the Secured Creditor is granted
post-petition continuing replacement liens in and to the
post-petition collateral of the same types and of the same
validity, extent, and priority as held by any Secured Creditor
pre-petition.
A final hearing on the matter is set for June 11, 2024 at 12 pm.
A copy of the order is available at https://urlcurt.com/u?l=LvNiaS
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.
Judge Klinette H. Kindred oversees the case.
Jonathan B. Vivona, Esq., at Vivona Pandurangi, PLC, represents the
Debtor as legal counsel.
VASO LOGISTICS: Wins Cash Collateral Access Thru May 21
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Vaso Logistics Inc. to use cash
collateral on an interim basis, in accordance with the budget, with
a 10% variance, through May 21, 2024.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and payroll obligations
incurred post-petition in the ordinary course of business; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item.
Corporation Service Company will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable nonbankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing is set for May 21 at 1:30 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Canpwt from PacerMonitor.com.
The Debtor projects $489,412 in total expenses for April 2024.
About Vaso Logistics,Inc.
Vaso Logistics,Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05095) on December 4,
2023. In the petition signed by Valentin Sorbala, director, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP,
represents the Debtor as legal counsel.
VFH PARENT: Moody's Puts 'Ba2' CFR on Review for Downgrade
----------------------------------------------------------
Moody's Ratings has placed all ratings of Virtu on review for
downgrade, including the ratings of VFH Parent LLC (VFH Parent);
its Ba2 corporate family rating and its Ba3 issuer rating and Ba3
backed senior secured bank credit facility rating. Previously, the
outlook for VFH Parent was stable. VFH Parent is a subsidiary and
borrowing entity of Virtu Financial, Inc. (Virtu), and is the
entity that indirectly controls all of Virtu's major operating
subsidiaries.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review for downgrade will examine Virtu's shareholder-friendly
financial policies and the implications for creditors. During 2023,
dividends and share repurchases exceeded net income, contributing
to a decline in shareholder's equity and an erosion in trading
capital coverage of long-term debt.
Virtu's ratings continue to reflect its franchise as a technology
enabled institutional brokerage firm that makes markets and
provides related execution services to market participants across
asset classes and execution venues globally, said Moody's.
Through market cycles, Virtu's revenues and cash flows are driven
by the competitive nature of electronic market-making, transaction
volumes and volatility, and the effectiveness of its risk controls.
Virtu's business model entails substantial operational risk which
it manages primarily through a series of pre-set guardrails
governing various trade, order, and other risk parameters, which
trigger automatic strategy lockdowns when breached. These automated
controls, short holding periods and granular position sizes reduce
the capital intensity of Virtu's business model.
Virtu has built its businesses both organically and through
acquisitions. Virtu has used debt to help fund its acquisitions in
a consolidating industry that can experience periods of margin
compression, although following such activity the firm has reduced
leverage.
Moody's said that liquidity remains a strength of Virtu's ratings
and partially offset its shareholder-friendly policies. As a
technology-driven liquidity provider, Virtu's business model
results in a rapidly turning balance sheet. Although, the firm uses
short-term wholesale funding, this funding is diversified amongst
secured financing counterparties, prime brokers, and banks. In
addition, the firm's 2022 refinancing extended the maturity of its
debt.
Virtu is dependent on the reliability, accuracy, and performance of
its trading platform to evaluate and monitor the risks of its
trading activities and rebalance positions throughout the day. To
date, these trading strategies and risk controls have been
effective, and Virtu has been consistently profitable over the
cycle and strongly profitable in periods of heightened volatility.
Moody's expects Virtu to maintain solid earnings performance,
albeit with fluctuation based on shifts in market volumes and
volatility.
Factors that could lead to an upgrade
Moody's said that since the ratings are on review for downgrade, an
upgrade is unlikely. In the long run, a substantial sustained
increase in tangible equity with a consequent improvement in
balance sheet leverage may lead to an upgrade.
The rating could also be upgraded should Virtu continue to
diversify and increase the flexibility of its wholesale funding to
increase coverage of peak liquidity needs.
The effectiveness of operational risk management practices and its
compliance, regulatory and competitive environment would also be
important factors in considering Virtu for upgrade.
Factors that could lead to a downgrade
The ratings could be downgraded should Moody's conclude that
Virtu's shareholder-friendly financial policies will have enduring
negative implications for creditors. In addition, other factors
that could also lead to a downgrade include:
A large trading loss caused by a breakdown in risk management and
controls.
Another large acquisition resulting in a sizable further increase
in debt obligations without a feasible plan for prompt
deleveraging.
Regulatory or competitive changes that adversely affect Virtu's
business practices and weakens profitability.
The principal methodology used in these ratings was Securities
Industry Market Makers Methodology published in November 2019.
WESTERN DIGITAL: Fitch Keeps 'BB+' LongTerm IDR on Watch Negative
-----------------------------------------------------------------
Fitch Ratings maintains the watch negative (RWN) on Western Digital
Corp.'s (Western Digital) ratings, including the 'BB+' Long-Term
Issuer Default Rating (IDR), the 'BBB-'/'RR2' first lien senior
secured ratings and 'BB+'/'RR4' senior unsecured ratings.
The RWN reflects the company's pending Flash business spin-off,
still expected in the second half of calendar 2024. Pro forma for
the separation, revenue growth and diversification for the disk
drive business will be lower but offset by a stronger FCF profile
from more moderate revenue cyclicality and investment intensity.
Fitch will resolve the RWN once Western Digital finalizes its
post-separation capital structures and financial policies.
KEY RATING DRIVERS
More Opportunistic Financial Policies: Fitch believes the
separation transaction could very well result in financial policies
for the hard disk-drives (HDD) business that are more opportunistic
and in-line with direct competitor, Seagate Technology plc
(Seagate; BB+/Negative). This includes prioritizing capital returns
and likely loosening the company's current long-term 1.0x-3.25x
EBITDA leverage target, given expectations for lower cash flow
cyclicality and capital intensity pro forma for the separation.
The Flash businesses' deeper downcycles and higher capital
intensity compared with disk drive business has constrained
capacity for share repurchases and played a role in management's
suspension of the common dividend on April 20, 2020. Meanwhile,
Fitch does not anticipate that the Flash business will support an
aggressive capital structure or meaningful capital returns, likely
saddling the HDD business with the bulk of Western Digital's $7.8
billion of total debt.
Reduced Post Spinoff Diversification: The Flash business spin-off
reduces diversification for the HDD business by lowering its mix of
personal computers (PCs) and retail markets sales and eliminating
exposure to mobile handsets all together. Following the spin-off,
cloud markets will represent more than 75% and increasing share of
HDD's end market revenue mix with high concentration to large
service providers. This exposure should support secular exabyte
(EB) demand growth and premium gross profit margins but with
quarterly volatility associated with uneven datacenter (DC)
deployments.
Slower, Less Cyclical Growth: Pro forma for the separation, Fitch
expects slower but less cyclical revenue growth for Western Digital
given the duopolistic HDD industry structure's stabilizing impact
on average selling prices. Fitch believes that the recent severe
HDD downturn is an aberration and expects demand for mass capacity
drives (nearline) to support low single-digit average revenue
growth and shallower corrections for HDDs going forward. However,
Fitch expects more quarterly demand fluctuations as Western
Digital's cloud exposure increases.
Comparatively, average revenue growth for Flash should be in the
mid- to high single digits but with more significant corrections,
given the industry's fragmented structure at both the solid-state
drive (SSD) and NAND supply levels. The recent correction in flash
memory prices is less of an aberration than for disk drives but the
length and depth are the worst in industry history.
Lower Investment Intensity: Fitch expects lower investment
intensity for Western Digital following the separation, although
the Flash business reduces cash investments by sharing in
development and capital spending with its joint venture (JV)
partner, Kioxia. Consolidated capital intensity is in the mid- to
high-single digits (excluding capital spending at Flash Ventures)
but Fitch believes it will likely decline to low- to mid-single
digits, in-line with Seagate.
Elevated Leverage Metrics: On a consolidated basis, Fitch expects
leverage metrics to improve but remain weak over the near-term
after troughing at historically high levels during the recent
downturn. Fitch forecasts EBITDA leverage back below its negative
rating sensitivity in fiscal 2025 down from more than 10x
forecasted for fiscal 2024, underscoring the steepness of the
recent downturn and subsequent recovery.
Fitch expects future HDD downcycles to be less severe than the
current one, enabling the company to maintain leverage metrics
roughly in-line with its target. Downcycles in the Flash business
should also be less severe than this most recent cycle but still
amplified by elevated geo-political tensions and inefficiencies
associated with electronics supply chain regionalization
initiatives.
More Stable Profitability: The comparative stability of Western
Digital's HDD business remains insufficient to offset the more
cyclical profitability of the Flash business, and flash providers
more broadly, given the commodity-like nature of flash products and
current industry structure. Secular bit demand for flash remains
robust but excess supply additions across a still unconsolidated
set of providers due to additional capacity to meet positive demand
signals or to facilitate production technology transitions,
pressures marginal prices.
In response, Western Digital has taken cost reduction measures
reducing operating expenses to roughly $600 million per quarter
through a combination of headcount reductions, footprint
optimization and cuts to variable spending. Fitch believes these
are partly structural, stemming from increased scrutiny around the
strategic review, and partly temporary, given investment
intensities among Western Digital's peer group.
Pressured FCF: Fitch forecasts pressured near-term FCF, which
include cash payments against the company's tax settlement with the
IRS, which resulted in Western Digital recognizing a liability for
tax and interest of $753 million with cash payments over fiscal
2024. Offsetting these cash outflows are expectations for improving
profitability, inventory reduction and lower capital spending. Over
the longer term, Fitch expects $250 million-$500 million of annual
FCF for the disk drive business and a wider range of negative $250
million-$750 million for the Flash business.
Significant Technology Risk: Fitch expects technology risk will
remain significant, driven by areal density increases in HDDs and
technology transitions in manufacturing flash memory. Meaningful
new product introduction delays, driven by lagging technology,
would result in market share losses and significantly lower
profitability from average selling price reductions. Despite the
break-down of Moore's Law, the HDD industry has achieved stable
drives using energy assisted technologies, providing a roadmap for
product introductions with increasing aerial densities through
2030.
Leading Market Positions: Western Digital and its competitor,
Seagate, have strong market positions, each accounting for roughly
half of all capacity drives sold to cloud customers and video
applications. Additionally, Western Digital has growing share in
enterprise flash drives and significant positions in retail
markets, personal computers and mobile handsets, enabled in part by
a bare NAND supply agreement with its Flash Ventures JV at
favorable economics. The JV itself is a NAND leader controlling
roughly 30% of the NAND market while benefitting from shared
investments in R&D and capital spending by both Western Digital and
Kioxia.
DERIVATION SUMMARY
Fitch believes Western Digital is positioned in-line with a mid- to
strong 'BB' rating currently and pro forma for the separation
transaction, depending upon the HDD business' ultimate capital
structure. Nonetheless, Fitch's expectation for the bulk of the
company's consolidated debt remaining with the disk drive business
point to structurally weaker but less cyclical leverage metrics
over the forecast period. Fitch expects financial policies to be
opportunistic given activist investors' ownership stakes in the
company, although the financial covenant suspensions and separation
transaction pressure for capital returns over the near term.
Fitch's expectations for less than robust recovery from this
current severe downturn that will constrain intermediate-term
profitability and FCF, pressuring credit metrics beyond a more
typical memory cycle duration. Western Digital's operating profile
hinges upon its strong market positions in both HDDs and flash,
significant barriers to entry from high investment intensity
required for meaningful participation in both markets and secular
demand for storage solutions supporting higher-than-global GDP
long-term revenue growth. However, near-term FCF usage and cash
payments associated with the tax settlement has weakened financial
flexibility and structure factors even as end market demand begins
recovering in the near term.
Fitch views Western Digital's operating profile as overall in line
with that of Seagate. Together they represent effectively all
available capacity HDD supply, markets benefitting from secular
growth dynamics. Western Digital's Flash business should benefit
from higher long-term growth prospects but greater cyclicality,
given a less consolidated industry structure and more
commodity-like nature of flash products. Investment intensity in
HDDs is similar to that of Seagate but Flash business intensity is
higher despite Western Digital sharing investment intensity with
its JV partner.
Fitch treats the $900 million investment agreement that Western
Digital recently entered into with Apollo Global Management, Inc.
and Elliott Management Corp., which is incremental to Elliott's $1
billion stake disclosed in June 2022, as 100% debt. Under Fitch's
"Hybrid Securities Treatment" Criteria, the change of control
features contained in the agreement for the convertible preferred
stock preclude equity credit.
Fitch's recovery approach reflects generic assumptions about
recoveries rather than issuer-specific recoveries. Under this
approach, Fitch notches instruments against the IDR and assigns RRs
according to the 'Notching for BB Category Issuer' table.
Western Digital's first-lien senior secured debt includes fully
drawn amounts under the Amended and Restated Credit Agreement and
Amended Delayed Draw Term Loan, as well as the 2029 and 2032 senior
notes. Fitch believes the secured debt features two of the
limitations in category 2 on a current and projected basis and,
therefore, does not qualify for category 1 treatment, resulting in
'RR2'/'+1' notching.
On a current and projected basis, Fitch estimates that fully-drawn
secured gross leverage is excessive since it currently exceeds
5.25x, which is 50% higher than the 3.5x EBITDA leverage mid-point
for a 'BB'-category-rated U.S. technology issuer. Fitch recognizes
the impact of the current historic downturn is having on EBITDA but
the 5.25x threshold will be breached over the near-term and
potentially longer, depending on post-separation capitalization.
Fitch equalizes the senior unsecured debt instrument ratings with
the IDR and assigns 'RR4'/'0+' recovery ratings to the 2026 senior
unsecured notes and $1.6 billion of 3.0% convertible senior notes.
Fitch also does not rate the $900 million of preferred stock issued
earlier in January 2023, which Fitch treats as 100% debt.
RATING SENSITIVITIES
Fitch expects to resolve the RWN once Western Digital articulates
post-separation capital structure and financial policies for the
two entities.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Average organic revenue growth in the low to mid-single digits
and operating EBITDA margins averaging in the mid-20s through the
memory cycle;
- CFO-Capex/Total Debt averaging 20% through the cycle with EBITDA
leverage averaging below 2.5x through the cycle.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Sustained negative organic revenue growth from weaker than
expected capacity HDD growth;
- Fitch's expectations for CFO-Capex/Total Debt sustained below 15%
or EBITDA leverage sustained above 3.0x, on average.
LIQUIDITY AND DEBT STRUCTURE
Fitch views Western Digital's liquidity as adequate and, as of
March 29, 2024, was supported by $1.9 billion of cash and cash
equivalents and nearly full availability under the company's $2.25
billion senior secured revolving credit facility due January 2027.
Fitch's expectations for $500 million of average annual FCF also
supports liquidity. Debt maturities over the next two years are
manageable with the company facing $300 million of term loan
borrowings maturing on June 28, 2024 and roughly $300 million of
amortization under its term loan A.
ISSUER PROFILE
Western Digital Corp. is a leading provider of storage technologies
and solutions based upon hard disk-drives (HDD) and flash memory
drives, for cloud, client and retail customers.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Western Digital
Corp. LT IDR BB+ Rating Watch Maintained BB+
senior
unsecured LT BB+ Rating Watch Maintained RR4 BB+
senior
secured LT BBB- Rating Watch Maintained RR2 BBB-
WEWORK INC: Seeks $450 Million DIP Loan From Acquiom
----------------------------------------------------
WeWork Inc. and affiliates ask the U.S. Bankruptcy Court for the
District of New Jersey for authority to use cash collateral and
obtain new postpetition financing.
The Debtors seek to obtain postpetition financing and to guarantee
the obligations in connection with superpriority, senior secured,
and priming debtor-inpossession term loan credit facilities in the
aggregate principal amount not to exceed $450 million consisting
of:
i. up to $50 million in term loans to be made immediately
available upon entry of the DIP New Money Interim Order and the
satisfaction of the other conditions precedent in the DIP New Money
Documents; and
ii. up to $400 million to be made available on or immediately
prior to emergence and upon satisfaction of the other conditions
precedent in the DIP New Money Documents, which will be equitized
into the common stock of the reorganized Debtors pursuant to the
Plan.
Acquiom Agency Services LLC and Seaport Loan Products LLC serve as
co-administrative agent and Acquiom Agency Services LLC as
collateral agent.
The DIP Facility is due and payable on the earlier of (i) 3 months
from closing, subject to extension by up to 6 months with the
consent of the Majority DIP Lenders in their sole and absolute
discretion, with each such extension to be limited to 30 days, (ii)
acceleration following an event of default, (iii) funding of the
Exit DIP Term Loan Facility, and (iv) effective date of the Plan of
Reorganization.
The Debtors are required to comply with these milestones:
1. Entry of DS Order on April 29, 2024;
2. Entry of New Money DIP Order on May 7, 2024;
3. Entry of Confirmation Order on May 30, 2024; and
4. Emergence on May 31, 2024.
The Debtors commenced the chapter 11 cases with approximately $173
million of cash on hand. At that time, the Debtors, with the
assistance of their advisors, concluded that they did not have an
immediate need for postpetition financing because the Debtors had
sufficient liquidity to address their operational needs with
continued access to cash collateral.
At this point, however, the Debtors have only approximately $56
million in cash on hand, which has resulted in their need to obtain
new-money financing. Anticipating that they would likely require
new-money financing to carry themselves through the remainder of
the chapter 11 cases, in early 2024, the Debtors' advisors engaged
with the Ad Hoc Group, SoftBank Parties, and Cupar on their
willingness to provide the Debtors with debtor-in-possession
financing.
The Debtors propose to provide to the DIP New Money Lenders a
postpetition security interest in, and liens on, the DIP New Money
Collateral that are valid, perfected, allowed, enforceable,
non-avoidable, and not subject to challenge, dispute, or
subordination.
About WeWork Inc.
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
Judge John K. Sherwood oversees the case.
The Debtors are represented by Kirkland & Ellis LLP (Edward
Sassower, Joshua Sussberg, Steven Serrejeddini, Ciara Foster,
Oliver Pare, Josh Greenblatt, Jimmy Ryan, Connor Casas, William
Arnault) and Cole Schotz PC (Michael Sirota, Warren Usatine, Felice
Yudkin, Ryan Jareck) as legal counsel, Alvarez & Marsal North
America LLC (Justin Schmaltz) as financial advisor, and PJT
Partners LP (Paul Sheaffer) as investment banker.
Softbank is represented by Weil Gotshal & Manges LLP (Gary Holtzer,
Gabriel Morgan, Kevin Bostel, Eric Einhorn) and Wollmuth Maher &
Deutsch LLP (Paul DeFilippo, James Lawlor, Steven Fitzgerald,
Joseph Pacelli) as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WIRELESS ELECTRICAL: Artesian CPA Raises Going Concern Doubt
------------------------------------------------------------
Wireless Electrical GRID LAN, WiGL Inc. disclosed in a Form 1-K
Report filed with the U.S. Securities and Exchange Commission for
the fiscal year ended December 31, 2023, that its auditor expressed
substantial doubt about the Company's ability to continue as a
going concern.
Denver, Colo.-based Artesian CPA, LLC, the Company's auditor,
issued a "going concern" qualification in its report dated April
18, 2024, citing that the Company sustained net losses of
$2,396,211 and $2,573,421 and had negative operating cash flows for
the years ended December 31, 2023 and 2022, respectively. As of
December 31, 2023, the Company had an accumulated deficit of
$6,905,427 and limited liquid assets with $654,235 of cash. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
The Company has said its ability to continue as a going concern is
dependent upon management's plans to raise additional capital from
the issuance of debt or the sale of stock, its ability to commence
profitable sales of its flagship product, and its ability to
generate positive operational cash flow. No assurance can be given
that the Company will be successful in these efforts.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/mufsyazw
About Wireless Electrical Grid
Wireless Electrical Grid LAN, WiGL Inc. was a division of Glover
38th St Holdings LLC (G38) from 2017-2020. WiGL Inc. was formally
incorporated on February 26, 2020, under the laws of the state of
Virginia, and is headquartered in Hampton, VA. The Company is
engineering technologies to enable consumers to power their devices
on the move. Specifically, WiGL is building a network to help power
or recharge their battery while they use their device wirelessly
and renewable energy products to create electricity in novel ways.
By expanding the engineering behind the Company's patents, the
Company is bringing consumers the ability to create, transmit and
store next generation electrical power products. WiGL is focused on
helping Internet of Things (IoT) devices become range-less, by
providing power on-demand, transmit and store next generation
electrical power products. WiGL is focused on helping Internet of
Things (IoT) devices become range-less, by providing power
on-demand.
As of December 31, 2023, the Company has $1,658,272 on total
assets, $304,171 in total liabilities, and $1,354,101 in total
stockholders' equity.
WISA TECHNOLOGIES: Closes $2.4 Million Registered Direct Offering
-----------------------------------------------------------------
WiSA Technologies, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on April 30, 2024, it
closed an offering with certain purchasers signatory to that
certain securities purchase agreement dated April 26, 2024. In the
Closing, the Company issued and sold to such purchasers (a) in a
registered direct offering, 418,845 shares of common stock, par
value $0.0001 per share, of the Company, at an offering price of
$5.73 per share, and (b) in a concurrent private placement, common
stock purchase warrants exercisable for an aggregate of up to
418,845 shares of Common Stock, at an exercise price of $5.60 per
share, for aggregate gross proceeds of approximately $2.4 million.
The Shares issued in the registered direct offering were offered
pursuant to the Company's shelf registration statement on Form S-3
(File 333-267211), initially filed by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, on Sept. 1, 2022 and declared effective on Sept.
13, 2022.
Private Placement Warrants
The Warrants are immediately exercisable upon issuance and expire
on the fifth anniversary of the issuance date of the Warrants.
Once issued, the Warrants may be exercised, in certain
circumstances, on a cashless basis pursuant to the formula
contained in the Warrants. The holder of a Warrant may also effect
an "alternative cashless exercise" upon stockholder approval of the
issuance of the shares of Common Stock issuable upon exercise of
such "alternative cashless exercise". In such event, the aggregate
number of shares of Common Stock issuable in such alternative
cashless exercise pursuant to any given notice of exercise electing
to effect an alternative cashless exercise shall equal the product
of (x) the aggregate number of shares of Common Stock that would be
issuable upon exercise of the Warrant in accordance with the terms
of the Warrant if such exercise were by means of a cash exercise
rather than a cashless exercise and (y) 0.65.
The Warrants and the Warrant Shares were not registered under the
Securities Act, and were offered pursuant to an exemption from the
registration requirements of the Securities Act provided in Section
4(a)(2) of the Securities Act and Rule 506(b) promulgated
thereunder.
Obligations Under the Purchase Agreement
Pursuant to the Purchase Agreement, the Company agreed to, among
other things:
(a) subject to certain exceptions, (i) not offer for sale,
issue,
sell, contract to sell, pledge or otherwise dispose of any
of
its shares of Common Stock or securities convertible into
Common Stock until 30 days after the closing date of the
Offerings, and (ii) not issue certain securities if the
issuance would constitute a Variable Rate Transaction (as
such term is defined in the Purchase Agreement) for a period
of six months from the closing date of the Offerings, in
each
case unless the Company is required to complete a financing
prior to the applicable date in order to satisfy Nasdaq's
continued listing requirements;
(b) as soon as practicable (and in any event by May 30, 2024),
file a registration statement on Form S-1 or another
appropriate form providing for the resale of the Warrant
Shares, use commercially reasonable efforts to cause such
registration statement to become effective within 90 days of
the closing date of the Offerings, and keep such
registration
statement effective at all times until no purchaser owns any
Warrants or Warrant Shares issuable upon exercise thereof;
and
(c) hold a meeting of stockholders of the Company for the
purpose
of approving the "alternative cashless exercise" feature in
the Warrants, which meeting shall be held on or before
Sept. 30, 2024.
In addition, pursuant to the Purchase Agreement, the purchasers and
the Company agreed to amend the filing date deadline for the
registration statement on Form S-1 to May 30, 2024 (originally May
10, 2024), for the resale by the purchasers of Common Stock
issuable upon exercise warrants issued in private placement
transactions pursuant to those certain securities purchase
agreements, dated as of March 26, 2024, April 17, 2024, and April
19, 2024.
Placement Agency Agreement
In connection with the Offerings, on April 26, 2024, the Company
entered into a placement agency agreement with Maxim Group LLC,
pursuant to which the Placement Agent agreed to act as placement
agent on a "reasonable best efforts" basis in connection with the
Offerings. The Company paid the Placement Agent an aggregate fee
equal to 8.0% of the gross proceeds raised in the Offerings. The
Company reimbursed the Placement Agent $50,000 for expenses in
connection with the Offerings.
Pursuant to the Placement Agency Agreement, the Company agreed,
among other things and subject to certain exceptions, not to,
without the prior written consent of the Placement Agent, offer for
sale, issue, sell, contract to sell, pledge or otherwise dispose of
any of its shares of Common Stock or securities convertible into
Common Stock until 30 days after the closing date of the
Offerings.
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.
WOMEN'S HEALTH: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
authorized Women's Health Institute of Stockbridge, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
pending a final hearing.
The Debtor requires the use of cash collateral for payment of
expenses necessary for the operation of its business.
U.S. Small Business Administration, Corporation Service Company as
representative, and Overnight Capital, LLC assert an interest in
the Debtor's cash collateral.
As adequate protection, the Lenders are granted a post-petition
security interest in post-petition inventory and proceeds to the
same extent and priority that it held a pre-petition security
interest in such inventory and proceeds, and to provide adequate
protection payments to Respondents in exchange for the Debtor's
continued use of cash collateral post-petition. U.S. Small Business
Administration appears to be in first position.
A copy of the order is available at https://urlcurt.com/u?l=NyoKAg
from PacerMonitor.com.
About Women's Health Institute of Stockbridge, LLC
Women's Health Institute of Stockbridge, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case
No. 24-50510) on April 3, 2024. In the petition signed by Nnameka
M. Umerah, managing member, the Debtor disclosed up to $50,000 in
assets and up to $1 million in liabilities.
Judge Austin E. Carter oversees the case.
Wesley J. Boyer, Esq., at Boyer Terry LLC, represents the Debtor as
legal counsel.
WW INTERNATIONAL: Incurs $347.9 Million Net Loss in First Quarter
-----------------------------------------------------------------
WW International, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $347.90 million on $206.55 million of net revenues for the three
months ended March 30, 2024, compared to a net loss of $118.68
million on $241.89 million of net revenues for the three months
ended April 1, 2023.
As of March 30, 2024, the Company had $654.25 million in total
assets, $1.76 billion in total liabilities, and a total deficit of
$1.11 million.
"We delivered solid performance in the first quarter with end of
period subscribers of 4.0 million, improved retention and
engagement in our core business, and continued strong growth in our
clinical business with 91 thousand end of period clinical
subscribers," said Sima Sistani, the Company's CEO. "We continue
to expect to end the year with total subscribers in the range of
3.8 million to 4.0 million, including between 140 thousand and 160
thousand subscribers to our new WeightWatchers Clinic. We are
executing on our plan by returning WeightWatchers to profitable
growth while transforming our business model for the future."
"We are maintaining our revenue guidance for 2024, including a
return to year-over-year growth in subscription revenues," said
Heather Stark, the Company's CFO. "We are operating more
efficiently, demonstrated by record gross margin and our outlook
for strong adjusted operating income growth."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/105319/000095017024052105/ww-20240330.htm
About WW International
Headquartered in New York, WW International Inc. is a technology
company at the forefront of weight health, grounded in nutritional
and behavior change science. The Company is powered by its weight
loss and weight management programs, its award-winning app and its
commitment to tailoring solutions for its members to improve their
weight health, including providing medical weight management
treatment via access to clinician-prescribed weight management
medications and related support through the WeightWatchers Clinic
affiliated practices.
WW International reported a net loss of $112.25 million in 2023
following a net loss of $256.87 million in 2022.
* * *
As reported by the TCR on March 13, 2024, S&P Global Ratings
downgraded New York-based WW International Inc.'s ICR to 'CCC+'
from 'B-'. S&P said the negative outlook reflects the possibility
that S&P could lower its rating on WW if it is unable to improve
its performance and it envisions a default occurring in the
subsequent 12 months.
XCELERATE INC: BF Borgers Raises Going Concern Doubt
----------------------------------------------------
Xcelerate, Inc. disclosed in a Form 1-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 24, 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, the
auditor said.
As of December 31, 2023, the Company had an accumulated deficit of
$9,830,631 and negative working capital of $1,223,864.
The Company incurred a net loss from operations during the year
ended December 31, 2023, of $2,750,700, compared to a net loss of
$844,609 during the year ended December 31, 2022.
Because the Company does not expect that existing operational cash
flow will be sufficient to fund presently anticipated operations,
this raises substantial doubt about the Company's ability to
continue as a going concern. Therefore, the Company will need to
raise additional funds and is currently exploring alternative
sources of financing. Historically, the Company raised capital
through private placements, to finance working capital needs and
may attempt to raise capital through the sale of common stock or
other securities and obtaining some short-term loans. The Company
will be required to continue to do so until its operations become
profitable. Also, the Company has, in the past, paid for consulting
services with its common stock to maximize working capital, and
intends to continue this practice where feasible.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/2k58je27
About Xcelerate, Inc.
Xcelerate, Inc. operates as a healthcare services and products
company. The Company focuses on development of medical technology
and virtual health services to help patients in developing
countries through the technology, formulation, and marketing of
clinically tested skin and hair care products.
As of December 31, 2023, the Company has $1,918,963 in total
assets, $2,075,569 in total liabilities, and $156,607 in total
stockholders' deficit.
XY LABS: PKF San Diego Raises Going Concern Doubt
-------------------------------------------------
XY Labs, Inc. disclosed in a Form 1-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
San Diego, Calif.-based PKF San Diego, LLP, the Company's auditor,
issued a "going concern" qualification in its report dated April
29, 2024, citing that Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern.
The Company incurred a net loss of $2,288,444 and $3,352,786 in the
12 months ended December 31, 2023 and 2022, respectively. The
Company may continue to incur operating losses for the next twelve
months or longer. As a result, the Company may seek additional
funding for its operations in the future. This may include future
equity or debt financing, as the Company deems necessary. If the
Company fails to raise capital, such failure could have a negative
impact on its financial condition and its ability to pursue its
business strategies and continue operations.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/mtjfn36t
About XY Labs, Inc.
XY Labs, Inc. is a corporation organized under the laws of the
State of Delaware. The Company was originally formed for building
geolocation hardware and software along with online platforms to
manage and integrate data from its technology. Today, the Company
successfully develops, designs, and sells consumer products and
applications, enterprise software and data integration solution
services and blockchain and cryptographic technologies and
services.
As of As of December 31, 2023, the Company has $3,458,064 in total
assets, $5,611,309 in total liabilities, and $2,153,245 in total
stockholders' deficit.
YWFM LLC: Wins Interim Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
authorized YWFM, LLC, d/b/a Brian's Tire and Service to use cash
collateral, on an interim basis, in accordance with the budget,
pending a final hearing.
As adequate protection for the Debtor's use of cash collateral, the
Internal Revenue Service and the U.S. Small Business Administration
will have a post-petition security interests in, and liens upon,
all of the Debtor's personal property. The Post-Petition Liens are,
and will be deemed, perfected without the need to execute or file
any document or instrument that might otherwise be required under
applicable non-bankruptcy law to perfect said lien.
As additional adequate protection for the Debtor's use of cash
collateral, the Debtor will, on or before May 1, 2024, and on the
1st day of each month thereafter prior to confirmation, deliver to
the SBA monthly payments in the amount of $1,500, unless otherwise
ordered by the Court.
A copy of the order is available at https://urlcurt.com/u?l=1fJL9V
from PacerMonitor.com.
About YWFM LLC
YWFM, LLC, doing business as Brian's Tire and Service, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Fla. Case No. 24-40141) on April 3, 2024, with $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Brian Lombardino, owner, signed the petition.
Judge Karen K. Specie oversees the case.
Byron W. Wright III, Esq., at Bruner Wright, P.A. represents the
Debtor as legal counsel.
ZIP MAILING: Wins Continued Cash Collateral Access Thru July 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, authorized Zip Mailing Services, Inc. to use cash
collateral, on a further interim basis, in accordance with the
budget, though July 6, 2024.
The Debtor requires the use of cash collateral to meet its ordinary
and necessary expenses.
Newco Capital Group, VI, LLC asserts a secured claim against the
Debtor pursuant to a purchase agreement and a UCC-1 Financing
Statement filed with the Maryland State Department of Assessments
and Taxation. Newco Capital asserts an unpaid balance as of the
Petition Date in the amount of approximately $169,328, exclusive of
fees, costs and amounts that Newco Capital is owed pursuant to the
Agreement.
Breakout Capital, LLC asserts a secured claim against the Debtor
pursuant to a loan and a UCC-1 Financing Statement filed with the
Maryland State Department of Assessments and Taxation. Breakout
asserts an unpaid balance as of the Petition Date in the amount of
approximately $682,681, exclusive of fees, costs and amounts
Breakout is owed pursuant to the Business Loan and Security dated
February 27, 2023.
EBF Holdings, LLC d/b/a Everest Business Funding also asserts a
secured claim against the Debtor pursuant to a Revenue Based
Financing Agreement dated March 1, 2023, and a UCC-1 Financing
Statement filed with the State Department of Assessments and
Taxation on April 25, 2023, in which Everest asserts a security
interest in, among other things, certain accounts. On the Petition
Date, Everest asserted a secured claim in the amount of $228,461.
Eberle Communications Group, Inc. asserts a secured and/or
constructive trust claim against the Debtor arising out of certain
pre-petition payments made to the Debtor, which Eberle contends
were to be held by the Debtor and earmarked solely for use in
connection with assignments or projects performed on behalf of
Eberle and/or its clients.
On May 7, 2024 and June 7, 2024, the Debtor will make adequate
protection payments (i) to NewCo in the amount of $980 and (ii) to
Breakout Capital in the amount of $600, without prejudice to their
respective rights to seek different or other adequate protection in
any subsequent cash collateral order.
To the extent the cash collateral is used by the Debtor and the use
results in a diminution of the value of the cash collateral, Newco
is entitled a replacement lien in the Debtor's accounts receivable,
and the proceeds of the foregoing, to the same extent and with the
same priority as Newco's interest in the Pre-Petition Collateral.
The liens and security interests granted are duly perfected without
the necessity for the execution, filing or recording of financing
statements, security agreements and other documents which might
otherwise be required pursuant to applicable non-bankruptcy law for
the creation or perfection of such liens and security interests.
A further hearing on the matter is set for July 2 at 2 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=PMD4IN from PacerMonitor.com.
The Debtor projects $237,15 in total income and $230,578 in total
expenses for the period from May 5, 2024 to July 6, 2024.
About Zip Mailing Services, Inc.
Zip Mailing Services, Inc. operates a commercial mailing service
out of Landover, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023.
In the petition signed by Darryl Jackson, Jr., its president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., represents the
Debtor as legal counsel.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($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)
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 36,475.0 (5,064.0) (5,737.0)
AMC ENTERTAINMEN AMC US 9,009.2 (1,847.9) (429.3)
AMERICAN AIRLINE AAL US 64,384.0 (5,500.0) (10,451.0)
AON PLC-CLASS A AON US 40,767.0 (28.0) 6,786.0
APPIAN CORP-A APPN US 595.4 (9.7) 96.0
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 2.4 (3.3) (2.0)
AUTOZONE INC AZO US 16,717.7 (4,837.3) (1,615.6)
AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0)
BATH & BODY WORK BBWI US 5,463.0 (1,626.0) 826.0
BAUSCH HEALTH CO BHC US 755.0 (82.0) 755.0
BAUSCH HEALTH CO BHC CN 755.0 (82.0) 755.0
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 134,484 (17,016.0) 13,274.0
BOMBARDIER INC-A BBD/A CN 12,822.0 (2,154.0) 184.0
BOMBARDIER INC-A BDRAF US 12,822.0 (2,154.0) 184.0
BOMBARDIER INC-B BBD/B CN 12,822.0 (2,154.0) 184.0
BOMBARDIER INC-B BDRBF US 12,822.0 (2,154.0) 184.0
BOOKING HOLDINGS BKNG US 27,728.0 (4,052.0) 3,644.0
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 2,495.7 (46.7) (408.2)
CALUMET SPECIALT CLMT US 2,751.3 (244.7) (318.0)
CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0)
CARTESIAN THERAP RNAC US 305.0 (139.6) 22.5
CARVANA CO CVNA US 6,983.0 (311.0) 1,958.0
CEDAR FAIR LP FUN US 2,240.5 (583.0) (193.9)
CELLECTAR BIOSCI CLRB US 12.1 (1.4) (2.5)
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)
COMMUNITY HEALTH CYH US 14,417.0 (878.0) 1,039.0
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
CYTOMX THERAPEUT CTMX US 201.8 (47.4) 27.0
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 1,744.7 (4,008.3) 384.9
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 2,497.7 (583.8) 839.3
EVOLUS INC EOLS US 189.0 (20.7) 64.1
FAIR ISAAC CORP FICO US 1,703.1 (735.7) 326.4
FAT BRANDS I-CLB FATBB US 1,388.2 (255.9) (155.6)
FAT BRANDS-CL A FAT 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
FOGHORN THERAPEU FHTX US 285.9 (77.2) 181.7
FORTINET INC FTNT US 7,662.1 (137.5) 759.3
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
HAWAIIAN HOLDING HA US 3,790.9 (40.2) (141.3)
HERBALIFE LTD HLF US 2,647.0 (1,036.6) 281.5
HILTON WORLDWIDE HLT US 15,932.0 (2,817.0) (591.0)
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)
LAMAR ADVERTIS-A LAMR US 6,525.1 (616.5) (340.7)
LESLIE'S INC LESL US 998.5 (198.6) 187.5
LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0)
LOWE'S COS INC LOW US 41,795.0 (15,050.0) 3,503.0
MADISON SQUARE G MSGS US 1,368.4 (339.2) (344.8)
MADISON SQUARE G MSGE US 1,420.3 (102.0) (287.8)
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 25,756.0 (1,616.0) (4,720.0)
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 153.0 (89.4) (0.7)
METTLER-TOLEDO MTD US 3,355.6 (149.9) 49.1
MSCI INC MSCI US 5,478.6 (650.5) (4.0)
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 14,213.1 (1,391.2) (2,288.7)
OMEROS CORP OMER US 378.3 (25.0) 164.6
OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0)
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 2,408.5 (590.4) 675.5
PETRO USA INC PBAJ US 0.0 (0.2) (0.2)
PHATHOM PHARMACE PHAT US 413.8 (72.8) 358.7
PHILIP MORRIS IN PM US 65,315.0 (8,563.0) (1,294.0)
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 1,789.6 (893.9) 594.2
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 566.7 (77.9) 30.9
REALREAL INC/THE REAL US 446.9 (303.3) 47.1
RED ROBIN GOURME RRGB US 741.9 (20.4) (94.6)
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 RMGUF US 7.0 (11.0) (7.5)
RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5)
SBA COMM CORP SBAC US 9,995.3 (5,186.2) (1,965.7)
SCOTTS MIRACLE SMG US 3,924.2 (250.9) 874.8
SEAGATE TECHNOLO STX US 7,096.0 (1,889.0) (447.0)
SEMTECH CORP SMTC US 1,373.7 (307.2) 317.0
SIRIUS XM HOLDIN SIRI US 11,174.0 (2,370.0) (2,010.0)
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 908.5 (445.9) (725.1)
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 29,363.2 (8,442.2) (1,063.9)
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)
TPI COMPOSITES I TPIC US 745.9 (184.1) 70.6
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 7,023.0 (925.0) 975.0
TRINSEO PLC TSE US 3,029.2 (268.0) 521.5
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 4,984.6 (2,477.5) -
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 1,727.8 (1,635.7) (225.6)
VTV THERAPEUTI-A VTVT US 11.0 (18.5) 0.0
WAYFAIR INC- A W US 3,240.0 (2,825.0) (437.0)
WINGSTOP INC WING US 412.3 (434.4) 92.0
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 6,224.0 (7,756.0) 586.0
*********
Monday's edition of the TCR delivers a list of indicative prices
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Troubled Company Reporter is a daily newsletter co-published
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