/raid1/www/Hosts/bankrupt/TCR_Public/240508.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, May 8, 2024, Vol. 28, No. 128
Headlines
2TG LLC: Case Summary & Six Unsecured Creditors
2U INC: Incurs $54.6 Million Net Loss in First Quarter
365 E STREET: Seeks to Hire Van Dam Law as Bankruptcy Counsel
4001 FIRST ST SE: Seeks to Hire Martin Law Group as Legal Counsel
4001 FIRST ST SE: Seeks to Tap 10Ninety Group as Property Manager
4TH VECTOR: Plan Exclusivity Period Extended to May 31
655 EAST FIFTH STREET: Hires Van Dam Law as Bankruptcy Counsel
729 EAST FIFTH STREET: Hires Van Dam Law as Bankruptcy Counsel
9 ANGELINO HEIGHTS: Hires Shioda Langley & Chang LLP as Counsel
AGSPRING LLC: Seeks to Extend Plan Exclusivity to July 26
ALCHEMICAL SOLUTIONS: Taps Anderson Bradley as Special Counsel
ALEXA & ROGER: Unsecureds Unimpaired in Fairbridge's Plan
ALTISOURCE PORTFOLIO: Reports $9.2MM Net Loss in 2024 Q1
AMBRI: Files for Chapter 11 to Facilitate Sale
APPGATE: Files for Chapter 11 to Facilitate Restructuring
ARAX HOLDINGS: Reports $1.3 Million Net Loss in 2024 First Quarter
ARENA GROUP: CEO Silverstein Holds Employee Stock Options
ARENA GROUP: Names Sara Silverstein as New Chief Executive Officer
ASHFORD HOSPITALITY: Closes $8.1MM Sale of Hampton Inn in Georgia
B & J INTERIORS: Seeks to Hire DeMarco-Mitchell PLLC as Counsel
BEN'S CREEK: Wins Cash Collateral Access
BENEVOLENT HOME: Hires Frost & Associates as Bankruptcy Counsel
BERLIN PACKAGING: S&P Affirms 'B-' ICR, Outlook Stable
BF BORGERS: SEC Charges Audit Firm with Massive Fraud
BLOCK INC: S&P Rates New $1.5BB Senior Unsecured Notes 'BB+'
BOND PENNZOIL: Hires Law Offices of Avrum J. Rosen as Counsel
BOTW HOLDINGS: Taps BMC Group to Provide Financial Services
CAMARILLO HHCA: Taps Michael Jay Berger as Bankruptcy Counsel
CANO HEALTH: Seeks to Hire Hilco Real Estate as Consultant
CAPROCK MILLING: Plan Exclusivity Period Extended to May 16
CENTER FOR SPECIAL NEEDS: Trustee Taps Akerman LLP's ESI Team
CF SAFETY: Unsecured Creditors Will Get 4% of Claims in Plan
CHAPIN DAIRY: Unsecured Creditors to Split $200K in Plan
CHARGE ENTERPRISES: Reorganization Plan Declared Effective
CHOICE MARKET: Voluntary Chapter 11 Case Summary
CLEAN AIR: Unsecureds to Recover 0.41% to 59.13% in Plan
CORNERSTONE PSYCHOLOGICAL: Taps Ronald L. Roman as Appraiser
COSMOS HEALTH: Inks Rights Agreement with Globex Transfer LLC
COUGAR JV: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
CREATIVE PLANNING: S&P Assigns 'BB' ICR, Outlook Stable
CREDIT LENDING: Seeks to Hire Hanson Bridgett as Legal Counsel
DIAMANTE ENTERPRISES: Unsecureds' Recovery "Unknown" in Plan
DIOCESE OF ALBANY: Plan Exclusivity Period Extended to July 7
DIVERSIFIED MASONRY: Hires Allen Vellone Wolf as Legal Counsel
DOUG GROSS: Seeks to Hire Lippes Mathias as Bankruptcy Counsel
DOUG GROSS: Seeks to Hire Mengel Metzger Barr & Co. as Accountant
DW TRUMP: Taps Law Office of Barry D. Haberman as Counsel
EIGER BIOPHARMACEUTICALS: Closes Sale of Zokinvy(R) to Sentynl
EIGER BIOPHARMACEUTICALS: Hires Sidley Austin LLP as Attorney
EIGER BIOPHARMACEUTICALS: Taps Ordinary Course Professionals
EIGER BIOPHARMACEUTICALS: Taps SSG Advisors as Investment Banker
EL 7 MARES: Seeks to Hire eXp Realty as Real Estate Agent
ELITE KIDS: Hires Dmitriy Shakhnevich as Special Counsel
EMERGENT BIOSOLUTIONS: 4 Executives to Get $1.4M Retention Bonuses
ERCOLE USA: Hires Behren Law Firm as Special Counsel
EVERYTHING BLOCKCHAIN: Delays 10-K Filing Due to Audit Completion
FARADAY FUTURE: Receives Delisting Notice From Nasdaq
FAXON ENTERPRISES: Seeks to Hire Dykema Gossett as Co-Counsel
FAXON ENTERPRISES: Seeks to Hire McGinnis Lochridge as Co-Counsel
FRANCISCAN FRIARS: Seeks to Tap Aidan McGrath as Canonical Counsel
FRINJ COFFEE: Court OKs Cash Collateral Access Thru Oct 31
FYE SPORTS: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel
GABHALTAIS TEAGHLAIGH: Hires Michael Riley as Special Counsel
GALLERIA 2425: Trustee Hires Hilco as Real Estate Broker
GALLERIA WEST: Involuntary Chapter 11 Case Summary
GENESIS ENERGY: S&P Rates $500MM Senior Unsecured Notes 'B'
GEON PERFORMANCE: Moody's Affirms 'B2' CFR, Outlook Stable
GET GREEN: Hires Rally Capital Services as Business Broker
GET GREEN: Seeks to Hire Sanford Stein Law as Special Counsel
GHOST RECYCLING: Seeks to Hire A.Y. Strauss LLC as Legal Counsel
GLOBAL FERTILITY: Trustee Hires Farrell Fritz P.C. as Counsel
GNSP CORP: Asset Sale Proceeds to Fund Plan Payments
GOL LINHAS: Loses Bid to Lock Up Plan Votes in Chapter 11 Cases
GRANT THORNTON: Moody's Assigns First Time B2 Corp. Family Rating
GRAPHIC PACKAGING: S&P Rates New $500MM Sr. Unsecured Notes 'BB'
GREEN ROADS: Unsecureds Will Get 23.1% in Liquidating Plan
GREEN VALLEY: Seeks to Hire Thomas Jannarone as Special Counsel
GRYPHON ONLINE: Fruci & Associates II Raises Going Concern Doubt
HAMMER INTERNATIONAL: Case Summary & 10 Top Unsecured Creditors
HELIX ENERGY: Reports $26.3 Million Net Loss in 2024 Q1
HELIX ENERGY: Reports Q1 2024 Results, Incurs $26.3M Net Loss
HILCORP ENERGY: S&P Rates New Senior Unsecured Notes 'BB+'
ILUSTRATO PICTURES: Pipara & Co Raises Going Concern Doubt
IMPERIAL PACIFIC: Hires Michael Chen as Special Litigation Counsel
IMPERIAL PACIFIC: Taps Choi & Ito and McDonald Law as Co-Counsel
INSOURCE SUPPLIES: Taps Goldberg Weprin as Bankruptcy Counsel
INTERMEDIA HOLDINGS: S&P Withdraws 'CCC+' Issuer Credit Rating
JAMBYS INC: Court OKs Interim Cash Collateral Access
JANONE INC: Raises Going Concern Doubt Amid Financial Challenges
JER INVESTORS: Seeks to Extend Plan Exclusivity to July 29
KB CUSTOM: Seeks Approval to Hire AliCat Solutions as Bookkeeper
KOLOGIK LLC: Seeks to Hire Kelly Hart Pitre LP as Legal Counsel
KOLOGIK LLC: Seeks to Tap Rock Creek Advisors as Financial Advisor
LETS TALK: Seeks Approval to Hire Roberts Realty Group as Realtor
LEXARIA BIOSCIENCE: Wayne Boos Reports 8.05% Equity Stake
LOCALOC INC: Wins Access to SBA's Cash Collateral
LYONS COMPANIES: Committee Taps Frost Brown Todd as Legal Counsel
MARIN SOFTWARE: Incurs $2.4 Million Net Loss in First Quarter
MATHESON FLIGHT: Hires Hank M. Spacone as Consultant
MEDPLUS URGENT: Seeks to Hire Craig M. Geno as Bankruptcy Counsel
MELLO JOY: Gets OK to Hire H. Kent Aguillard as Legal Counsel
MERCURY PARENT: S&P Alters Outlook to Positive, Affirms 'B-' ICR
METROPOLITAN TRANSPORT: Unsecureds Will Get 31% of Claims in Plan
MFG PRESTIGE: Wins Cash Collateral Access on Final Basis
MISO ROBOTICS: Artesian CPA Raises Going Concern Doubt
MULLEN AUTOMOTIVE: CARB Issues HVIP Approval for Class 3 EV Trucks
MYOMO INC: Rosalind Entities Disclose 9.2% Equity Stake
NABORS INDUSTRIES: Unveils Q1 2024 Results, Incurs $34MM Net loss
NOVAVAX INC: Amends ByLaws to Reduce Meeting Quorum Requirement
OPTINOSE INC: Rosalind Entities Disclose 5.14% Equity Stake
PREMIER KINGS: Taps Marcus & Millichap as Real Estate Broker
PUBLIC CRAFT: Seeks to Hire Kerkman & Dunn as General Counsel
PURPLE PEONY: Taps Touchstone Business Advisors as Business Broker
REPUBLIC FIRST BANK: FDIC Named as Receiver
REVERE POWER: Moody's Lowers Rating on Senior Secured Loans to B3
ROOSEVELT PROPERTIES: Hires Berger Fischoff Wexler as Counsel
SADVIPRA LLC: Taps Levene Neale Bender as Bankruptcy Counsel
SERENE DISTRICT: Seeks to Hire Hilco Real Estate as Broker
SINTX TECHNOLOGIES: Dr. B. Sonny Bal to Step Down as CEO
SMC ENTERTAINMENT: Incurs $1.6 Million Net Loss in 2023
SMC ENTERTAINMENT: Inks Marketing Agreement With Plato Technologies
SMITH MICRO: Regains Nasdaq Compliance
SPIRITS CAPITAL: Urish Popeck Raises Going Concern Doubt
STALWART PLASTICS: Committee Taps Keck Legal as Legal Counsel
STARK ENERGY: Seeks to Hire Ahlgren Law Office as Legal Counsel
STEWARD HEALTH: Files Voluntary Chapter 11 Bankruptcy Petition
STEWARD HEALTH: MPT to Extend $75MM DIP Financing
STOCKMAN LAWNSCAPE: Court OKs Cash Collateral Access on Final Basis
STOREN TECH: Fruci & Associates II Raises Going Concern Doubt
SUMMIT THERAPEUTICS: Financial Losses Raise Going Concern Doubt
SUNMEADOWS LLC: Seeks to Hire Goe Forsythe as Bankruptcy Counsel
SUPERIOR READY: Case Summary & 20 Largest Unsecured Creditors
SUPOR PROPERTIES: Seeks to Hire Sean Raquet CPA, LLC as Accountant
SUPOR PROPERTIES: Seeks to Tap Forman Holt as Bankruptcy Counsel
TAMG REALTY: Case Summary & 10 Unsecured Creditors
TEGNA INC: Shareholders OK Board Re-Election, Amendments
TELESCOPE PROPERTIES: Hires Robert Bassel as Bankruptcy Counsel
TEXAS REIT: Seeks to Hire Holland & Knight as Special Counsel
THORMOGENESIS HOLDINGS: Receives Noncompliance Notice From Nasdaq
TRINITY PLACE: CEO's Employment Deal Revised
TRIPLEPULSE INC: Fruci & Associates II Raises Going Concern Doubt
TST BEVERAGES: Seeks Approval to Hire Kelly Firm as Legal Counsel
TST BEVERAGES: Seeks to Hire A.J. Wilner Auctions as Auctioneer
TWENTY FOUR HOUR: Hires Frost & Associates as Bankruptcy Counsel
UNITI GROUP: S&P Lowers ICR to 'B-' on $300 Million Add-On
UPHEALTH HOLDINGS: Seeks to Extend Plan Exclusivity to July 29
VITVADVAS INC: Seeks to Hire Modestas Law Offices as Legal Counsel
WATER GREMLIN: Hires Nilan Johnson Lewis as Conflicts Counsel
WEALTH MANIFESTED: Unsecureds Will Get 100% in Subchapter V Plan
WFO LLC: Case Summary & 20 Largest Unsecured Creditors
WISA TECHNOLOGIES: Signs $2.4 Million Securities Purchase Agreement
YIELD10 BIOSCIENCE: Registers 6.4 Million Shares for Resale
ZIGI USA: Seeks to Hire Callahan & Blaine as Special Counsel
[*] Federica Pietrogrande Joins Brattle Group as Principal
*********
2TG LLC: Case Summary & Six Unsecured Creditors
-----------------------------------------------
Debtor: 2TG LLC
The True Gem
2626 Cole Ave
Dallas, TX 75204-0828
Business Description: The True Gem is a Dallas TX based jewelry
brand specializing in custom jewelry design
and in-house manufacturing.
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-31334
Judge: Hon. Michelle V. Larson
Debtor's Counsel: Robert C Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Total Assets: $1,228,653
Total Debts: $2,836,900
The petition was signed by Andres Ramirez as partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/N7AJDDI/2TG_LLC__txnbke-24-31334__0001.0.pdf?mcid=tGE4TAMA
2U INC: Incurs $54.6 Million Net Loss in First Quarter
------------------------------------------------------
2U, Inc., filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $54.65
million on $198.38 million of revenue for the three months ended
March 31, 2024, compared to a net loss of $54.06 million on $238.50
million of revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $1.43 billion in total
assets, $1.26 billion in total liabilities, and $168.58 million in
total stockholders' equity.
2U, Inc. said, "The Company's ability to continue as a going
concern is dependent on refinancing its debt or raising capital to
reduce its debt in the short term and regaining compliance with the
Nasdaq's minimum bid price requirements or obtaining a waiver
related to the fundamental change provisions of the Convertible
Notes. If it is unable to complete the foregoing, the Company
likely would not have sufficient cash on hand or available
liquidity to meet its debt obligations as they become due. The
Company is currently evaluating options to refinance its debt in
the short term; however, there can be no assurance that such
financing would be available to the Company on favorable terms or
at all. Given these factors, substantial doubt exists about the
Company's ability to continue as a going concern within one year
from the date that the consolidated financial statements are
issued."
Management Comments
"With our leading position in the education industry, 2U has a
significant opportunity to respond to and support the current
technology moment, where advances in generative AI are driving
strong demand for workforce development," said Paul Lalljie, chief
executive officer of 2U. "In order to make the most of this
opportunity, we are focused on ensuring that we have the right
operating model, an effective and efficient organization and cost
structure, the right products, and a balance sheet that provides a
sound financial foundation for the future. We continued to make
progress on all of these fronts in the quarter while launching 42
new degree programs and building on our momentum in executive
education."
"While we are pleased that first quarter results were better than
our expectations, significant work remains to execute our
turnaround," added Matthew Norden, chief financial officer of 2U.
"We continue to deliver strong growth in our executive education
offerings and are pursuing additional operating efficiencies across
the business by reducing personnel expense, rationalizing our real
estate footprint and lowering delivery costs. We believe our
increased cash position of $137 million, together with the kick-off
of our performance improvement initiatives, put us in a strong
position to fix our balance sheet."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001459417/000145941724000036/twou-20240331.htm
About 2U, Inc.
Headquartered in Lanham, MD, 2U is an online education platform
company. The Company's mission is to expand access to high-quality
education and unlock human potential. As a trusted partner to
top-ranked nonprofit universities and other leading organizations,
the Company delivers technology and services that enable its
clients to bring their educational offerings online at scale. The
Company provides 83 million people worldwide with access to
world-class education in partnership with 260 top-ranked global
universities and other leading organizations.
McLean, Virginia-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated March 6,
2024, citing that the Company projects that it will not have
sufficient cash on hand or available liquidity to meet the
obligations of the Second Amended Credit Agreement. As a result,
substantial doubt is raised about the Company's ability to continue
as a going concern.
365 E STREET: Seeks to Hire Van Dam Law as Bankruptcy Counsel
-------------------------------------------------------------
365 E Street, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire Van Dam Law, LLP to handle
its Chapter 11 case.
The firm has agreed to represent the Debtor for an hourly fee of
$450 and a retainer of $1,093.
As disclosed in court filings, Van Dam Law does not hold any
interest adverse to the interest of the Debtor.
The firm can be reached through:
Michael Van Dam, Esq.
Van Dam Law LLP
233 Needham Street, Suite 540
Newton, MA 02464
Telephone: (617) 969-2900
Facsimile: (617) 964-4631
Email: mvandam@vandamlawllp.com
About 365 E Street, LLC
365 E Street is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
365 E Street, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-10751) on April 23, 2024, listing $1 million to $10 million in
both assets and liabilities. The Debtor indicated it has no
unsecured creditors.
Judge Janet E. Bostwick presides over the case.
Michael Van Dam, Esq. at Van Dam Law LLP represents the Debtor as
counsel.
4001 FIRST ST SE: Seeks to Hire Martin Law Group as Legal Counsel
-----------------------------------------------------------------
4001 First St SE LLC seeks approval from the U.S. Bankruptcy Court
for the District of Columbia to hire District of Columbia to hire
Martin Law Group, P.C. to handle its Chapter 11 case.
The firm will be paid at the rates presently range from $310 to
$550 per hour, a retainer of $60,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffery T. Martin, Jr, a partner at Martin Law Group, P.C,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jeffery T. Martin, Jr., Esq.
Martin Law Group, P.C.
8065 Leesburg Pike, Suite 750
Vienna, VA 22182
Tel: (703) 834-5550
Email: jeff@martinlawgroupva.com
About 4001 First St SE LLC
4001 First St SE is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
4001 First St SE LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-00138) on April 24, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Mario
Guatemala as managing member.
Judge Elizabeth L. Gunn presides over the case.
Jeffery T. Martin, Jr., Esq. at MARTIN LAW GROUP PC represents the
Debtor as counsel.
4001 FIRST ST SE: Seeks to Tap 10Ninety Group as Property Manager
-----------------------------------------------------------------
4001 First St SE LLC seeks approval from the U.S. Bankruptcy Court
for the District of Columbia to hire District of Columbia to hire
10Ninety Group as its property manager.
The firm will render these services:
a) Tenant Relations
i. rent collection and lease enforcement;
ii. recertification of current tenants; and
iii. tenant communications
b) Management
i. maintain compliance with regulatory agencies;
ii. perform unit and property inspections;
iii. develop and maintain vendor relationships;
iv. schedule services necessary for the proper operation of
the property;
v. respond to emergencies;
vi. coordinate site visits for the sale; and
vii. process accounts payable and create monthly budgets
The property manager will receive $2,400 per month for its
services, and a retainer of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tina Shaw, CPA, a partner at 10Ninety Group, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tina Shaw
10Ninety Group, LLC
7989 Fernham Lane
Forestville, MD 20747
Tel: (202) 370-1092
Email: Info@10ninetygroup.com
About 4001 First St SE LLC
4001 First St SE is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
4001 First St SE LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-00138) on April 24, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Mario
Guatemala as managing member.
Judge Elizabeth L. Gunn presides over the case.
Jeffery T. Martin, Jr., Esq. at MARTIN LAW GROUP PC represents the
Debtor as counsel.
4TH VECTOR: Plan Exclusivity Period Extended to May 31
------------------------------------------------------
Judge Pamela W. McAfee of the U.S. Bankruptcy Court for the Eastern
District of North Carolina extended 4th Vector Technologies, LLC's
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to May 31 and July 31, 2024, respectively.
As shared by Troubled Company Reporter, the Debtor asserts that it
is in the best interest of the bankruptcy estate to extend Debtor's
exclusive periods to file a plan, disclosure statement, and obtain
confirmation of its plan.
The Debtor requests that the Court extend the exclusive period
provided under Section 1121 of the Bankruptcy Code to file a
disclosure statement and proposed plan of reorganization for a
period of 30 days.
4th Vector Technologies, LLC is represented by:
STEVENS MARTIN VAUGHN & TADYCH, PLLC
Kathleen O'Malley, Esq.
2225 W. Millbrook Road
Raleigh, NC 27612
Tel.: (919) 582-2300
Email: komalley@smvt.com
About 4th Vector Technologies
4th Vector Technologies, LLC is an industrial equipment supplier in
Raleigh, North Carolina. The Company's current services include:
turnkey solutions, retrofits, field support & resource, industrial
research & engineering studies, traceability, data collection &
analytics, OEM open source development, and preventative
maintenance.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00021) on January 2,
2024. In the petition signed by Robert Couture, CTO/managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Pamela W. McAfee oversees the case.
William P. Janvier, Esq., at STEVENS MARTIN VAUGHN & TADYCH, PLLC,
is the Debtor's legal counsel.
655 EAST FIFTH STREET: Hires Van Dam Law as Bankruptcy Counsel
--------------------------------------------------------------
655 East Fifth Street, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Van Dam Law, LLP to
handle its Chapter 11 case.
The firm has agreed to represent the Debtor for an hourly fee of
$450 and a retainer of $1,093.
As disclosed in court filings, Van Dam Law does not hold any
interest adverse to the interest of the Debtor.
The firm can be reached through:
Michael Van Dam, Esq.
Van Dam Law LLP
233 Needham Street, Suite 540
Newton, MA 02464
Telephone: (617) 969-2900
Facsimile: (617) 964-4631
Email: mvandam@vandamlawllp.com
About 655 East Fifth Street
655 East Fifth Street is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
655 East Fifth Street, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-10752) on April 23, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Steven
Meyer as manager. The Debtor indicated it has no unsecured
creditors.
Judge Janet E. Bostwick presides over the case.
Michael Van Dam, Esq. at Van Dam Law LLP represents the Debtor as
counsel.
729 EAST FIFTH STREET: Hires Van Dam Law as Bankruptcy Counsel
--------------------------------------------------------------
729 East Fifth Street, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Van Dam Law, LLP to
handle its Chapter 11 case.
The firm has agreed to represent the Debtor for an hourly fee of
$450 and a retainer of $1,093.
As disclosed in court filings, Van Dam Law does not hold any
interest adverse to the interest of the Debtor.
The firm can be reached through:
Michael Van Dam, Esq.
Van Dam Law LLP
233 Needham Street, Suite 540
Newton, MA 02464
Telephone: (617) 969-2900
Facsimile: (617) 964-4631
Email: mvandam@vandamlawllp.com
About 729 East Fifth Street
729 East Fifth Street is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
729 East Fifth Street, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-10753) on April 23, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Steven
Meyer as manager. The Debtor indicated it has no unsecured
creditors.
Judge Janet E. Bostwick presides over the case.
Michael Van Dam, Esq. at Van Dam Law LLP represents the Debtor as
counsel.
9 ANGELINO HEIGHTS: Hires Shioda Langley & Chang LLP as Counsel
---------------------------------------------------------------
9 Angelino Heights LLC seeks approval from the U.S. Bankruptcy
Court for Central District of California to hire Shioda, Langley &
Chang LLP to serve as general insolvency counsel.
The firm will provide legal advice and guidance with respect to the
powers, duties, rights and obligations of the Debtor as Debtor-in
Possession, the formulation and preparation of a Plan of
Reorganization and Disclosure Statement, and prepare all legal
documents as may be necessary, and perform such legal services as
are required in these Chapter 11 proceedings.
The firm will be paid at these rates:
Partners $650 per hour
Associates $450 per hour
Paralegals $125 per hour
The firm received from the Debtor a retainer in the amount of
$7,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher J. Langley, Esq., a partner at Shioda Langley & Chang
LLP, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Christopher J. Langley, Esq.
SHIODA LANGLEY & CHANG LLP
1063 E. Las Tunas Ave.
San Gabriel, CA 91776
Tel: (626) 281-1232
About 9 Angelino Heights LLC
9 Angelino Heights LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-12375) on March 28, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Barbara Behm as managing member. The Debtor indicated
it has no unsecured creditors.
Judge Julia W Brand presides over the case.
Christopher J Langley, Esq. at Shioda, Langley & Chang LLP
represent the Debtor as counsel.
AGSPRING LLC: Seeks to Extend Plan Exclusivity to July 26
---------------------------------------------------------
Agspring, LLC and its affiliates asked the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to July
26 and September 27, 2024, respectively.
The Debtors explained that they have limited personnel providing
services to them as part time contractors and therefor need
additional time to address plan issues and to resolve claims while
these chapter 11 cases are not overly large.
Since the Petition Date, the Debtors have already satisfied key
milestones necessary for the successful resolution of these chapter
11 cases, including completion and filing of their schedules and
statements and obtaining the consensual use of cash collateral. The
Debtors are now focused on a potential resolution of these cases,
including formulating and confirming a plan of liquidation. The
Debtors anticipate filing a proposed combined plan and disclosure
statement concurrent with this Motion.
The Debtors cited that they are requesting an extension of the
Exclusivity Periods to focus their time and energy on ultimately
confirming a plan in these cases. Continued exclusivity will permit
the Debtors the ability to maintain flexibility in crafting an
appropriate plan. All of the Debtors' stakeholders will benefit
from the Debtors' focused efforts to maximize the value of the
Debtors' estates at this time.
Moreover, the Debtors are not seeking an extension of the
Exclusivity Periods to pressure or prejudice any of their
stakeholders. The Debtors are requesting an extension of the
Exclusivity Periods to focus their time and energy on filing and
ultimately confirming a fair and equitable plan. Creditor groups or
their advisors have had an opportunity to actively participate in
substantive discussions with the Debtors throughout these chapter
11 cases.
Counsel to the Debtors:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones LLP
919 North Market Street, 17th Floor
Wilmington, DE 19801
Telephone: 302-778-6401
Mobile: 302-547-3132
Email: ljones@pszjlaw.com
- and -
Samuel R. Maizel, Esq.
John A. Moe, II, Esq.
Tania M. Moyron, Esq.
Dentons US, LLP
601 South Figueroa Street, Suite 2500
Los Angeles, California 90017-5704
Tel: (213) 623-9300
Fax: (213) 623-9924
Email: samuel.maizel@dentons.com
john.moe@dentons.com
tania.moyron@dentons.com
About Agspring LLC
Agspring, LLC is a provider of warehousing and storage services in
Leawood, Kansas.
Agspring and five of its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-10699) on May 31, 2023. At the time of the filing,
Agspring reported $1 million to $10 million in assets and $50
million to $100 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtor tapped Pachulski Stang Ziehl & Jones, LLP and Dentons
US, LLP as legal counsels, and Kyle Sturgeon of MERU, LLC as chief
restructuring officer.
ALCHEMICAL SOLUTIONS: Taps Anderson Bradley as Special Counsel
--------------------------------------------------------------
Alchemical Solutions, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to employ the law firm of Anderson
Bradley Krant, PC as special counsel.
The firm will be representing the Debtor’s interest in employment
law matters and providing
general business advice.
The firm is holding a retainer of $898.52.
The firm's standard hourly rate is $350 per hour.
As disclosed in the court filings, Anderson Bradley Krant, PC is a
disinterested person and neither represents nor holds any interest
adverse to the Debtor, its estate, or the creditors.
The firm can be reached through:
Carolyn A. Anderson, Esq.
Anderson Bradley Krant, PC
450 Siskiyou Blvd, Suite #3
Ashland, OR 97520
Phone: (541) 488-1225
About Alchemical Solutions, LLC
The Organic Alcohol Company is Oregon's first and oldest certified
organic distillery. The Company sells certified organic,
pharmaceutical grade 190-proof and 200-proof neutral corn, grape,
wheat, and cane alcohol in both small and large quantities. The
Company provides a variety of organic, non-GMO, gluten-free, and
vegan high-quality pure spirits.
Alchemical Solutions, LLC in Ashland, OR, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Or. Case No.
24-60356) on February 20, 2024, listing as much as $1 million to
$10 million in both assets and liabilities. Aaren Glover as
authorized representative of the Debtor, signed the petition.
Judge Thomas M. Renn oversees the case.
KEITH Y. BOYD, PC serve as the Debtor's legal counsel.
ALEXA & ROGER: Unsecureds Unimpaired in Fairbridge's Plan
---------------------------------------------------------
Secured Lender Fairbridge Strategic Capital LLC, filed with the
U.S. Bankruptcy Court for the Eastern District of New York a
Disclosure Statement in connection with Chapter 11 Plan for Alexa &
Roger Inc., dated April 23, 2024.
The Debtor is a corporation engaged in the business of owning and a
managing the Property which is a mixed use building located at 381
Myrtle Avenue, Brooklyn NY 11205.
On or about January 25, 2013, HPHD Investors Group, LLC loaned
$712,063.10 to the Debtor which was secured by a mortgage recorded
in the Office of the City Register, Kings County, on February 26,
2013, in CRFN 2013000079705 covering the Property ("Mortgage #1").
On or around January 28, 2022, Broadfield assigned the 2022
Consolidated Mortgage to Realfi Strategic Capital LLC, which is now
known as Fairbridge, pursuant to that certain Assignment of
Mortgage Agreement which was recorded in the Office of the City
Register, Kings County, on February 24, 2022, in CRFN 2022000082787
(the "Fairbridge Assignment of Mortgage").
Class 3 consists of General Unsecured Claims. Subject to the
provisions of Article 7 of the Plan, with respect to Disputed
Claims, in full satisfaction, release and discharge of the
Unsecured Claims, the holders of Unsecured Claims shall receive the
following treatment: on the Effective Date, or as soon as
practicable after such Claims become Allowed Claims, each holder of
a Priority Claim shall receive payment from the Plan Proponent (i)
in Cash, from the Debtor's Cash Collateral and the Sale Proceeds,
in the full amount of its Allowed Unsecured Claim, or (ii) as may
be otherwise agreed in writing between the Plan Proponent and the
holder of such Claim. The allowed unsecured claims total $617.46.
This Class is unimpaired.
Class 4 consists of the Secured Lender Claim. On the Closing Date,
subject to the Secured Lender's right to credit bid at the Sale; in
full satisfaction, release and discharge of the Secured Lender
Allowed Claim, the holder of the Secured Lender Claim shall receive
a Cash distribution from the Sale Proceeds, after full payment of
all Statutory Fees, Allowed Administrative Claims, and the Allowed
Claims in Classes 1 and 2, up to the full Allowed amount of the
Allowed Lender Secured Claim (calculated through the Closing Date).
The amount of claim in this Class total $2,925,272.93 plus
interest, legal fees, and costs.
Class 5 consists of Equity Interests. On the Effective Date, all
Interest Holders shall retain the value of their Interests that may
exist as to any remaining balance of Cash, if any, after payment in
full of all Allowed Claims and Classes of Claims against the
Debtor. Interests of Equity shall not be extinguished, and the
Debtor shall remain responsible for either managing or winding down
its own affairs, without interfering with the Disbursing Agent's
performance under the Plan.
Payments under the Plan will be paid from either the Sale Proceeds,
Cash turned over by the Debtor to the Disbursing Agent and/or Cash
to be contributed by Secured Lender. The Sale Transaction will be
implemented pursuant to sections 363 and 1123(a)(5)(D) of the
Bankruptcy. Prior to or on the Effective Date, the Property shall
be sold to the Purchaser, pursuant to sections 363(f),
1123(a)(5)(D), and 1141(c) of the Bankruptcy Code free and clear of
all Liens (except permitted encumbrances as determined by the
Purchaser, which may include the existing mortgage lien of Secured
Lender, in Secured Lender's sole discretion), with any such Liens,
Claims and encumbrances to attach to the Sale Proceeds and
disbursed in accordance with the provisions of the Plan.
The Effective Date of the Plan is defined to mean the Closing Date
of the sale of the Property, or such other date as may be
designated by the Plan Proponent.
A full-text copy of the Disclosure Statement dated April 23, 2024
is available at https://urlcurt.com/u?l=zREXaG from
PacerMonitor.com at no charge.
Attorneys for Secured Lender Fairbridge:
Sahn Ward Braff Koblenz Coschignano PLLC
Andrew Roth, Esq.
Joel M. Shafferman, Esq.
333 Earle Ovington Blvd Ste 601,
Uniondale, New York 11553
About Alexa & Roger
Alexa & Roger Inc. owns a mixed use, non-owner occupied, commercial
building (store and two apartments) located at 381 Myrtle Avenue,
Brooklyn, N.Y., having a comparable sale value of $3.4 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44441) on Dec. 1,
2023, with $1 million to $10 million in both assets and
liabilities. Roger A. Bradshaw, president, signed the petition.
Judge Jil Mazer-Marino oversees the case.
Richard S Feinsilver, Esq., represents the Debtor as legal counsel.
ALTISOURCE PORTFOLIO: Reports $9.2MM Net Loss in 2024 Q1
--------------------------------------------------------
Altisource Portfolio Solutions S.A. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $9.2 million on $39.5 million of revenues for the
three months ended March 31, 2024, compared to a net loss of $12.9
million on $39.5 million of revenues for the three months ended
March 31, 2023.
Commenting on the results, Chairman and Chief Executive Officer
William B. Shepro, said, "I am very pleased with our first quarter
performance. We generated $4.6 million of Adjusted EBITDA, marking
our best quarterly performance since the third quarter of 2020, on
$36.9 million of service revenue. We are winning meaningful new
business and ramping 2023 sales wins on a lower cost base. In our
Servicer and Real Estate segment, we are winning market share. In
our Origination segment, we are increasing adoption of our
solutions that help originators save money."
Shepro further commented, "We believe our financial results and
sales wins demonstrate that we are not waiting for the default
market to return to normal or for delinquency rates to rise to
achieve growth. For the balance of 2024, we anticipate quarter over
quarter Service revenue and Adjusted EBITDA, growth compared to the
same quarters in 2023 as we continue to ramp sales wins and win new
business on a lower cost base."
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/yeynun9w
About Altisource
Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. --
https://www.Altisource.com/ -- is an integrated service provider
and marketplace for the real estate and mortgage industries.
Combining operational excellence with a suite of innovative
services and technologies, Altisource helps solve the demands of
the ever-changing markets it serves.
As of March 31, 2024, the Company has $148.9 million in total
assets, $281.6 million in total liabilities, and $132.7 million in
total stockholders' deficit.
* * *
Egan-Jones Ratings Company on August 9, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Altisource Portfolio Solutions S.A.
AMBRI: Files for Chapter 11 to Facilitate Sale
----------------------------------------------
Ambri, the provider of long-duration Liquid Metal(TM) battery
storage systems, on May 6 disclosed that it has agreed to the terms
of a stalking horse purchase agreement with a consortium of its
lenders, pursuant to which the Lender Consortium would acquire
substantially all of the assets of the Company, subject to higher
and better bids from other parties during an expedited sale
process.
To facilitate the sale, Ambri has filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware. The Company is seeking approval of the
proposed transaction pursuant to Section 363 of the U.S. Bankruptcy
Code, which will allow interested parties to submit higher or
better bids for the Company. In addition, the transaction is
subject to Bankruptcy Court approval, any regulatory or other
approvals that may be required by law, and other customary
conditions. Ambri currently expects to complete the process and
close a sale in the next several months.
Ambri has obtained commitments for debtor-in-possession financing
from the Lender Consortium, as well as consent to use their cash
collateral in accordance with an approved budget. This financing is
expected to fund its business throughout the sale process, which is
expected to be approved in July 2024. The Lender Consortium also
expects to fund additional amounts to the company upon the closing
of the sale if its bid is the winning bid, to ensure that the
recapitalized company has sufficient liquidity to continue to drive
the development of its technology post-closing.
"Ambri continues to make progress on advancing cell technology into
its 3(rd) generation and moving towards its objective of
establishing a commercial business," said Dan Leff, Executive Chair
and President of Ambri. "We are taking steps to build on this
progress by strengthening our financial position and working with
our lenders to support our future success."
Mr. Leff added, "We appreciate the constructive engagement we've
had with our lenders to date, and we look forward to continuing to
work together towards the best path for the business and all our
stakeholders. We are also grateful to our employees for their
continued hard work and dedication. As we move forward, our team
remains focused on delivering a long-life, safe and low-degradation
battery system for long duration energy storage applications. We
look forward to completing the sale process and to charting a
healthy and successful next chapter for Ambri."
Ambri has filed a number of customary first day motions with the
U.S. Bankruptcy Court seeking authorization to support its
operations during the court-supervised sale process, including the
continued payment of employee wages and benefits without
interruption. The Company expects to receive Court approval for
these requests. Payments to vendors and suppliers for goods and
services provided after the filing date will be paid on normal
terms.
For access to court documents and other information about the
Chapter 11 case, please visit
https://dm.epiq11.com/case/ambri/info
About Ambri
Ambri's Liquid Metal(TM) battery technology --
https://www.ambri.com/ -- solves the world's biggest energy
problems -- fundamentally changing the way power grids operate by
increasing the contribution from renewable resources and reducing
the need to build traditional power plants. Ambri's long-duration
energy storage solution is built for daily cycling -- even in
extreme, harsh environments. With a lifespan of 20+ years with
minimal fade, Ambri systems are not only extremely reliable but
also safe, as Ambri systems do not produce or emit any gases and
there is no possibility for thermal runaway.
Goodwin Procter, LLP and Potter Anderson are serving as legal
counsel, Portage Point Partners is serving as restructuring advisor
and investment banker. Kirkland & Ellis and Morris Nichols are
legal counsel to the Lender Consortium.
APPGATE: Files for Chapter 11 to Facilitate Restructuring
---------------------------------------------------------
Appgate, the secure access company, on May 6 announced a
comprehensive restructuring plan designed to enhance its financial
position and drive sustainable growth and performance. Key aspects
of this plan include deleveraging Appgate's balance sheet to propel
the Company toward profitability.
As part of the restructuring process and in a strategic move to
streamline operations and increase cost efficiencies, Appgate will
transition to a privately held entity, withdrawing from public
trading and deregistering with the Securities and Exchange
Commission -- a decision supported by the Company's board of
directors and creditors.
Magnetar, an alternative investment firm with $13.4 billion in
assets under management and a longstanding investor in Appgate, has
committed to provide incremental investment to bolster Appgate's
balance sheet and strengthen its short- and long-term financial
health. This support is part of a broader commitment from Magnetar
and other investors to aid Appgate through the restructuring phase,
which is ultimately aimed at helping the company emerge debt-free.
The capitalization process will allow the company to enhance its
offerings and growth prospects in the Universal Zero Trust Network
Access (ZTNA) and Fraud Protection markets through further
investment in product innovation as well as enhanced sales,
marketing, and customer support capabilities.
The restructuring will not impact current or future operations,
customer commitments, or trade partnerships, which are expected to
continue seamlessly.
"Appgate secures and protects an organization's most valuable
assets and applications. We are committed to providing secure
access to business-critical systems and delivering substantial cost
efficiencies at scale through purpose-built solutions," said Leo
Taddeo, CEO and President of Appgate. "This recapitalization and
new funding will allow us to renew our focus on driving leading
edge R&D, and reinvest in areas that drive growth, building upon
the success of our foundational offerings while continuing to
safeguard our customers' business-critical systems and
information."
He added, "As a private company, Appgate will be able to operate
more effectively and efficiently, which we believe is in the best
interest of the Company as well as its employees, shareholders and
customers. We look forward to partnering with our capital providers
to strengthen the Appgate platform in pursuit of our long-term
strategy to drive continued innovation in cybersecurity."
"Across industries, we are seeing that traditional security
measures struggle to keep pace in the evolving threat landscape,
and there is an urgent demand for solutions that offer a dynamic,
adaptive framework for modern security, compliance, and risk
management requirements," said David Snyderman, Managing Partner at
Magnetar. "Appgate offers compelling cybersecurity products with
cutting-edge technology to fit this need. Based on customer
feedback, it's clear that Appgate's solutions deliver value to
them, and that the leadership team understands what it takes to
resolidify the business and grow it in the years ahead. We believe
that Appgate will be more strongly positioned for the future as a
private company and we look forward to working with the entire
Appgate team as it embarks on its next phase of growth."
The restructuring will be executed through a prepackaged,
consensual bankruptcy in which all of the Company's existing
creditors have either agreed to convert their debt into equity or
forego the balance of their debt. Importantly, Appgate's unsecured
creditors will receive full payment in the ordinary course of
Appgate's business. To that end, Appgate has filed a voluntary
petition for Chapter 11 protection under the United States
Bankruptcy Code in the United States Bankruptcy Court for Delaware
in order to efficiently manage the recapitalization transaction.
Appgate expects the Company to emerge from Chapter 11 debt free.
Appgate common stock will continue to trade on the OTC through the
pendency of the Chapter 11 process. Common shares are expected to
be canceled and receive no distribution as part of Appgate's
restructuring.
About Appgate
Appgate -- http://www.appgate.com-- secures and protects an
organization's most valuable assets and applications. Appgate is
the market leader in Zero Trust Network Access (ZTNA) and online
fraud protection. Appgate products include Appgate SDP for
Universal ZTNA, as well as Appgate Digital Brand Protection and
Appgate Adaptive Authentication for fraud prevention. Appgate
services include threat advisory analysis, pen testing and ZTNA
implementation. Appgate safeguards thousands of enterprises and
government agencies worldwide.
Kirkland & Ellis LLP is serving as legal advisor and Portage Point
Partners, LLC is serving as investment banker and financial advisor
to Appgate. Willkie Farr & Gallagher LLP is serving as legal
advisor and Uzzi & Lall and M3 Partners are serving as financial
advisors to Magnetar.
ARAX HOLDINGS: Reports $1.3 Million Net Loss in 2024 First Quarter
------------------------------------------------------------------
Arax Holdings Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1,229,252 on $226,886 of revenues for the three months ending
January 31, 2024, compared to a net loss of $23,616 on $226,886 of
revenues for the three months ending January 31, 2023.
The Company has incurred operating losses since its inception. As
of January 31, 2024, the Company had a working capital equity of
$6,925,669 and an accumulated deficit of $19,386,716.
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, including convertible debt financing. The
Company will be required to continue to rely on various debt
financing until its operations become profitable.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/ms77jrp2
About Arax Holdings
Tallahassee, Fla.-based ARAX is in the integration of blockchain
technology with enterprise solutions, dedicated to transforming
business practices with innovative, sustainable, and compliant
digital infrastructure.
As of January 31, 2024, the Company has $7,194,047 in total assets,
$268,378
in total liabilities, and $6,925,669 in total stockholders'
equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 26, 2024, attached to Arax's Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended October 31, 2023. BF Borgers said 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.
ARENA GROUP: CEO Silverstein Holds Employee Stock Options
---------------------------------------------------------
Sara Silverstein, the Chief Executive Officer of Arena Group
Holdings, Inc., filed a Form 3 Report with the U.S. Securities and
Exchange Commission, disclosing direct beneficial ownership of
employee stock options shares (Right to Buy) of the Company's
common stock.
Silverstein is reported to own 10,000 shares of common stock with
an exercise price of $10.69 per share, exercisable on or before
June 6, 2032. Additionally, she holds 8,182 shares of common stock
with an exercise price of $8.82 per share, exercisable on or before
December 21, 2031.
A full-text copy of the Report is available at
https://tinyurl.com/4hf5pysm
About The Arena Group Holdings
The Arena Group Holdings, Inc. (NYSE American: AREN) together with
its subsidiaries, operates digital media platform the United States
and internationally. The company offers the Platform, a
proprietary online publishing platform comprising publishing tools,
video platforms, social distribution channels, newsletter
technology, machine learning content recommendations,
notifications, and other technology. The company was formerly
known as The Maven, Inc. and changed its name to The Arena Group
Holdings in February 2022. The Arena Group was incorporated in
1990 and is based in New York.
As of December 31, 2023, the Company had $188.9 million in total
assets, $247.7 million in total liabilities, $168,000 in total
mezzanine equity, and $59 million in total stockholders' deficit.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and may need to
restructure its debt to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ARENA GROUP: Names Sara Silverstein as New Chief Executive Officer
------------------------------------------------------------------
The Board of Directors of The Arena Group Holdings, Inc. disclosed
that Sara Silverstein has been appointed as the Company's Chief
Executive Officer, effective immediately. Cavitt Randall resigned
as the Chief Executive Officer of the Company in connection with
the appointment of Silverstein. Randall will remain Chairman of the
Board and continue to be an active voice and asset to the
leadership team.
Silverstein joined Arena Group to manage TheStreet in 2021. Under
her leadership as General Manager of the Finance Arena, TheStreet
became one of the fastest-growing business news sites in the U.S.,
experiencing a 500% growth in audience and a 300% increase in ad
revenue.
"Sara has led one of the fastest-growing, most innovative and
profitable sectors within the Company," said Cavitt Randall, former
CEO. "We believe that her wealth of experience, strategic vision
and deep understanding of our industry -- coupled with her
leadership style, passion for innovation and collaboration -- will
help guide our company through this transformative time."
Silverstein has a degree in mathematics from the University of
Colorado and started her career at a hedge fund. She has been
working in the media industry for the past 14 years since receiving
her MBA from the University of Chicago Booth School of Business.
Silverstein held positions at Bloomberg Media and Business Insider.
Sara will be leading the Company from their new Park Avenue office
in New York.
"The Arena Group is poised for exceptional growth in this evolving
media landscape," said Silverstein. "Our diverse portfolio of
trusted brands, each with a dedicated audience, presents a unique
opportunity. By prioritizing audience needs and staying adaptable,
we believe that we will build a sustainable presence, ensuring The
Arena Group's continued success."
In relation to Silverstein's appointment, effective April 19, 2024,
she also entered into an executive employment agreement with the
Company. The Employment Agreement is terminable at will by either
the Company or Silverstein. The Employment Agreement provides that
Silverstein will be paid an annual base salary of $400,000, subject
to annual review by the Board. Silverstein is also eligible to earn
an annual bonus based on the discretion of the Company's board of
directors. She is eligible to participate in Company incentive
plans and also entitled to the same employment benefits available
to the Company's other employees, as well as to the reimbursement
of business expenses during her term of employment. The Employment
Agreement provides for various termination events, including
termination without cause or for good reason (both as defined in
the Employment Agreement), pursuant to which Silverstein would be
entitled to certain COBRA reimbursement and incentive equity
vesting acceleration. Silverstein is also subject to restrictive
covenants with respect to the solicitation of employees,
solicitation of customers, use of trade secrets, and competition
with us for a period of up to one year after termination of the
Employment Agreement.
Similarly, effective April 26, 2024, since the need for services
has completed and come to its conclusion, the Company and Jason
Frankl have mutually agreed to end the interim management
engagement with FTI Consulting Inc. a global business advisory
firm. In connection with this action, Frankl, a senior managing
director with FTI, will no longer serve as interim Co-President and
Chief Business Transformation Officer of the Company. Frankl served
as interim Co-President since January 23, 2024 and as Chief
Business Transformation Officer of the Company since January 5,
2024. Frankl and FTI will continue to be available to the Board and
management to ensure a smooth transition of responsibilities.
In connection with the departure of Frankl described above, Manoj
Bhargava, previously serving as the Company's Co-President, will
serve as President effective April 26, 2024. Bhargava, 71, is the
founder of Innovation Ventures LLC and has served as its Chief
Executive Officer since its inception in 2000. Bhargava has
extensive management, operations and marketing experience, which he
has applied to numerous new business start-ups including a water
filtration company, a research and development company and an
investment company. There are no changes in the compensation of
Bhargava in connection with his change in title.
About The Arena Group Holdings
The Arena Group Holdings, Inc. (NYSE American: AREN) together with
its subsidiaries, operates digital media platform the United States
and internationally. The company offers the Platform, a
proprietary online publishing platform comprising publishing tools,
video platforms, social distribution channels, newsletter
technology, machine learning content recommendations,
notifications, and other technology. The company was formerly
known as The Maven, Inc. and changed its name to The Arena Group
Holdings in February 2022. The Arena Group was incorporated in
1990 and is based in New York.
New York, NY-based Marcum LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and may need to
restructure its debt to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ASHFORD HOSPITALITY: Closes $8.1MM Sale of Hampton Inn in Georgia
-----------------------------------------------------------------
Ashford Hospitality Trust, Inc. on April 29, 2024, disclosed that
it has closed on the sale of the 85-room Hampton Inn in
Lawrenceville, Georgia for $8.1 million ($95,300 per key). The sale
price represented a 6% capitalization rate on trailing 12-month net
operating income through March 2024. All the net proceeds from the
sale will be used for general corporate purposes including paying
down the Company's strategic financing.
The Company also announced the transfer of the Company's possession
and control of the hotel properties securing the $180.7 million
KEYS A Loan Pool and the $174.4 million KEYS B Loan Pool to a
court-appointed receiver. The Company has been fully cooperating
with the servicer for a consensual foreclosure or deed in lieu of
foreclosure on these properties since July 2023.
As a result of the transfer, the Company has no further economic
interest in the operations of these hotels:
KEYS A Loan Pool Hotels:
* Courtyard Columbus Tipton Lakes - Columbus, IN
* Courtyard Old Town - Scottsdale, AZ
* Residence Inn Hughes Center - Las Vegas, NV
* Residence Inn Phoenix Airport - Phoenix, AZ
* Residence Inn San Jose Newark - Newark, CA
* SpringHill Suites Manhattan Beach - Hawthorne, CA
* SpringHill Suites Plymouth Meeting - Plymouth Meeting, PA
KEYS B Loan Pool Hotels:
* Courtyard Basking Ridge - Basking Ridge, NJ
* Courtyard Newark Silicon Valley - Newark, CA
* Courtyard Oakland Airport - Oakland, CA
* Courtyard Plano Legacy Park - Plano, TX
* Residence Inn Plano - Plano, TX
* SpringHill Suites BWI Airport - Baltimore, MD
* TownePlace Suites Manhattan Beach - Hawthorne, CA
"We are pleased with the progress we have made on our deleveraging
plan, including the transfer of the KEYS A&B loan pool assets to
the receiver," said Rob Hays, Ashford Trust's President and Chief
Executive Officer. "We continue to have several assets in the
market at various stages of the sales process and look forward to
providing more updates in the coming weeks."
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry.
As of Dec. 31, 2023, the Company had $3.46 billion in total assets
against $3.69 billion in total liabilities.
* * *
Egan-Jones Ratings Company in May 2023 maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
B & J INTERIORS: Seeks to Hire DeMarco-Mitchell PLLC as Counsel
---------------------------------------------------------------
B & J Interiors, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ DeMarco-Mitchell, PLLC
as its counsel.
The Debtor's original counsel, Eric A. Liepins is leaving the
private practice of law and will no longer be able to assist the
Debtor with its Chapter 11 bankruptcy case.
The firm will render these services:
a. take all necessary action to protect and preserve the
Estate;
b. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in connection
with the administration of the estate; and
c. perform all other necessary legal services in connection
with these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Robert T. DeMarco, Esq. $300
Michael S. Mitchell, Esq. $275
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm did not receive a post-petition retainer.
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.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
About B & J Interiors, Inc.
B & J Interiors, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32435) on
October 25, 2023.
In the petition signed by Bill Fisher, president, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Eric A. Liepins, Esq., at Eric A. Liepens, P.C., represents the
Debtor as legal counsel.
BEN'S CREEK: Wins Cash Collateral Access
----------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia, authorized Ben's Creek Operations WV, LLC and affiliates
to use cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance.
The Debtor is permitted to use cash collateral to pay all ordinary
and necessary expenses in the ordinary course of its business.
At the hearing, the Debtor moved orally for additional
authorization to use $72,000 to fund the premium for its general
liability and business insurance policy, which has come due
post-petition. The Court found good cause to grant Debtors' oral
motion as a necessary expenditure to protect the assets of the
estate, and the oral motion was granted.
Any diminution in value of Avani Resources Pte Ltd's collateral, to
the extent Avani has a valid secured lien on cash collateral, as a
result of the Debtors' use of cash collateral as authorized does
not give rise to a need for a replacement lien in favor of Avani
upon property of the Debtors at this time.
A copy of the order is available at https://urlcurt.com/u?l=YP89Qr
from PacerMonitor.com.
About Ben's Creek Land WV LLC
Ben's Creek Land WV LLC owns and operates metallurgical coal mines
in North America. Metallurgical coal is a critical component in the
production of steel. The Company owns the Ben's Creek mining
project in West Virginia, USA.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. W.V. Case No. 24-20077) on April 14,
2024.
In the petition signed by Christopher Walker, CEO, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
Judge B. Mckay Mignault oversees the case.
James W. Lane, Jr., Esq., at Flaherty Sensabaugh Bonasso PLLC,
represents the Debtor as legal counsel.
BENEVOLENT HOME: Hires Frost & Associates as Bankruptcy Counsel
---------------------------------------------------------------
Benevolent Home Health Care Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire Frost &
Associates, LLC as its bankruptcy counsel.
The firm will provide these services:
a. prepare bankruptcy petitions, schedules, and financial
statements for filing;
b. provide the Debtor with legal advice with respect to its
powers and duties pursuant to the Bankruptcy Code;
c. prepare on behalf of the Debtor all necessary applications,
answers, orders, reports, and other legal papers;
d. assist in analyses and representation with respect to
lawsuits to which the Debtor are or may be a party;
e. negotiate, prepare, file and seek approval of a plan of
reorganization;
f. represent the Debtor at all hearings, meetings of creditors
and other proceedings; and
g. perform all other legal services for the Debtor which may
be necessary to serve the best interests of the Debtor and their
bankruptcy estate in this proceeding.
The firm will be paid at these rates:
Daniel A. Staeven $545 per hour
Peter Haukebo $675 per hour
Robert Braland $425 per hour
Attorneys $525 to $645 per hour
Paralegals $100 to $265 per hour
The firm received an advanced retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel A. Staeven, Esq., a partner at Frost & Associates, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Daniel A. Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Rd. Ste. 400
Annapolis, MD 21401
Tel: (410) 497-5947
Email: daniel.staeven@frosttaxlaw.com
About Benevolent Home Health Care Inc.
Benevolent Home Health Care is a family-owned home care agency.
Benevolent Home Health Care Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case
No. 24-13410) on April 23, 2024, listing up to $50,000 in assets
and $1 million to $10 million in liabilities. The petition was
signed by Seth Jones as president.
Daniel Staeven, Esq. at FROST LAW represents the Debtor as counsel.
BERLIN PACKAGING: S&P Affirms 'B-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Berlin
Packaging LLC. S&P assigned its 'B-' issue-level and '3' recovery
rating to the company's proposed $2.080 billion term loan.
The proposed refinancing alleviates refinancing and liquidity risk
related to the upcoming $100 million Canadian dollar-denominated
term loan B-3 maturity due in November 2025, and revolving credit
facility due August 2026.
S&P said, "The stable outlook on Berlin reflects our expectation
that improving demand trends through 2024 and further cost-savings
initiatives will support low-single-digit percentage revenue
growth. We expect the company to continue to pursue acquisition
opportunities and shareholder rewards, but not to the extent that
liquidity would become constrained. While we expect debt leverage
to remain elevated at more than 8x through the end of 2024, we
believe the company's free cash flows will be sufficient to meet
its ongoing debt service requirements."
Despite ongoing destocking challenges and lower revenue, Berlin
Packaging was able to grow EBITDA and margins in 2023, leading to
lower S&P Global Ratings-adjusted leverage. Despite a 9% decline in
the top line in 2023, EBITDA levels increased year over year to
$352 million as margins increased given ongoing pricing actions and
lower inventory reserves. As a result, leverage fell to 8.1x, down
from 8.4x in 2022. The company generated $203 million in free
operating cash flow (FOCF) in 2023, primarily a result of
significant receivables and inventory unwind through the year,
which contributed to working capital inflows of $145 million and
$68 million, respectively. The company continued to experience some
destocking pressures into the first quarter of 2024, reporting
revenue down 11.7% as compared to the first quarter of 2024. The
company noted continued softness in North American wine and spirits
demand, but saw order volume pick up later in the quarter and
project improved volumes through the remainder of 2024. European
volumes continued to lag North America, and the expectation is for
ongoing softness through the first half of 2024.
S&P said, "The stable outlook on Berlin reflects our expectation
that improving demand trends through 2024 and further cost savings
initiatives will support low-single-digit percentage revenue
growth. We expect the company to continue to pursue acquisition
opportunities and shareholder rewards, but not to the extent that
liquidity would become constrained. While we expect debt leverage
to remain elevated at over 8x through the end of 2024, we believe
the company's free cash flows will be sufficient to meet its
ongoing debt service requirements."
S&P could lower its rating if:
-- A deterioration in Berlin's operating performance constrained
its liquidity position such that its EBITDA interest coverage
approached 1.5x. Specifically, S&P believes sharp increases in the
company's operating costs or weaker demand trends could strain its
profitability and liquidity, leading to an unsustainable capital
structure, or
-- Its borrowings under its credit facility led it to breach its
springing first-lien financial covenant.
S&P could raise its rating on Berlin if:
-- S&P Global Ratings-adjusted debt to EBITDA improved below 7x on
a sustained basis. This could occur if the company's operating
margins improved by 200 basis points (bps) relative to our
base-case assumption; and
-- Berlin and its financial sponsors committed to financial
policies that would enable it to maintain these improved metrics,
including after incorporating potential acquisitions and
shareholder rewards.
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Berlin Packaging LLC. This is the case
for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns.
Environmental and social factors have no material influence. As a
distributor of packaging products that are not fixed to any one
substrate, the company has the flexibility to switch with demand
patterns."
BF BORGERS: SEC Charges Audit Firm with Massive Fraud
-----------------------------------------------------
The Securities and Exchange Commission on May 3, 2024, charged
audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers,
with deliberate and systemic failures to comply with Public Company
Accounting Oversight Board (PCAOB) standards in its audits and
reviews incorporated in more than 1,500 SEC filings from January
2021 through June 2023. The SEC also charged the Respondents with
falsely representing to their clients that the firm's work would
comply with PCAOB standards; fabricating audit documentation to
make it appear that the firm's work did comply with PCAOB
standards; and falsely stating in audit reports included in more
than 500 public company SEC filings that the firm's audits complied
with PCAOB standards.
To settle the SEC's charges, BF Borgers agreed to pay a $12 million
civil penalty, and Benjamin Borgers agreed to pay a $2 million
civil penalty. Both Respondents also agreed to permanent
suspensions from appearing and practicing before the Commission as
accountants, effective immediately.
"Ben Borgers and his audit firm, BF Borgers, were responsible for
one of the largest wholesale failures by gatekeepers in our
financial markets," said Gurbir S. Grewal, Director of the SEC's
Division of Enforcement. "As a result of their fraudulent conduct,
they not only put investors and markets at risk by causing public
companies to incorporate noncompliant audits and reviews into more
than 1,500 filings with the Commission, but also undermined trust
and confidence in our markets. Because investors rely on the
audited financial statements of public companies when making their
investment decisions, the accountants and accounting firms that
audit those statements play a critical role in our financial
markets. Borgers and his firm completely abandoned that role, but
thanks to the painstaking work of the SEC staff, Borgers and his
sham audit mill have been permanently shut down."
The SEC's order finds that, among other things, the Respondents
failed to adequately supervise and review the work of the team
performing the audits and reviews; did not properly prepare and
maintain audit documentation, known as "workpapers;" and failed to
obtain engagement quality reviews, without which an audit firm may
not issue an audit report. According to the SEC's order, of 369 BF
Borgers clients whose public filings from January 2021 through June
2023 incorporated BF Borgers's audits and reviews, at least 75% of
the filings incorporated BF Borgers's audits and reviews that did
not comply with PCAOB standards.
The SEC's order further finds that, at Benjamin Borgers's
direction, BF Borgers staff copied workpapers from previous
engagements for their clients, changing only the relevant dates,
and then passed them off as workpapers for the current audit
period. As a result, the order finds, BF Borgers's workpapers
falsely documented work that had not been performed. Among other
things, the workpapers regularly documented purported planning
meetings -- required to discuss a client's business and consider
any potential risk areas -- that never occurred and falsely
represented that both Benjamin Borgers, as the partner in charge of
the engagement, and an engagement quality reviewer had reviewed and
approved the work.
The SEC's order finds that the Respondents engaged in improper
professional conduct and violated, and caused violations of, the
antifraud, recordkeeping, and other provisions of the federal
securities laws. Without admitting or denying the SEC's findings as
to each of them, BF Borgers and Benjamin Borgers both consented to
an order, effective immediately, pursuant to which they are ordered
to pay civil penalties and are denied the privilege of appearing or
practicing before the Commission as an accountant. In addition,
they are censured and must cease and desist from committing or
causing violations of the relevant provisions of the federal
securities laws.
The SEC's investigation was conducted by Taryn Lewis, Jake Schmidt,
and Ann Tushaus of the Chicago Regional Office, and was supervised
by Brian Fagel.
BLOCK INC: S&P Rates New $1.5BB Senior Unsecured Notes 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating and '4' recovery
rating to Block, Inc.'s proposed $1.5 billion senior unsecured
notes due 2032. The '4' recovery rating indicates its expectation
of average (30%-50%; rounded estimate: 45%) recovery in the event
of a default.
The company plans to use the net proceeds for general corporate
purposes, which may include repaying 2025 and/or 2026 maturities,
potential acquisitions and strategic transactions, capital
expenditures, investments and working capital. While with this
transaction the company is reducing its refinancing risk by
proactively prefunding upcoming maturities in the next two years,
it also materially increases its near-term gross leverage. However,
S&P continues to expect Block to maintain S&P Global Ratings
adjusted net debt to EBITDA at 1.5x-2x on a weighted average basis
once the proceeds are used to retire its upcoming unsecured debt
maturities.
S&P said, "In our base case, we expect the company to use net
proceeds to repay a combination of 0.125% of $1 billion of
convertible notes due 2025, 0.0% of $575 million convertible notes
due May 2026 and 2.75% of $1 billion of senior notes due 2026. If
the company pursues a large cash- or debt-financed acquisition or
engages in dividend payouts to its shareholders using the proceeds
of this transaction instead, it could negatively affect the
rating.
"In our view, the company is issuing new debt at significantly
higher rates than its upcoming maturities, which we expect will
reduce EBITDA interest coverage ratio to a range of 6x-10x from
15.8x in 2023. As of March 31, 2024, Block had $5.75 billion in
unrestricted cash and $761 million of investments in short-term and
long-term debt securities. We expect the liquidity to increase to
about $8.0 billion pro forma for the transaction. The company's
expected ample on-balance-sheet liquidity, even after the haircut
we apply, continues to support our net leverage expectation of
1.5x-2.0x.
"However, the company's lack of a stated leverage tolerance or
operating record with the pro forma capital structure, and the
potential deployment opportunities the company may instead use its
cash for, detracts from the strength of the ample liquidity
position. In addition, we treat stock compensation expense as an
add back to EBITDA, which is meaningful for Block. To quantify, for
the rolling 12 months ended March 31, 2024, our calculated adjusted
EBITDA was $1.78 billion, of which $1.31 billion was from the
add-back of stock compensation. Although this adjustment bolsters
the company's profit margins and lowers its leverage, we view the
earnings as lower quality when compared with companies that have
stronger core earnings and fewer add backs.
"We could lower our ratings on Block over the next year if the
company pursues a large cash- or debt-financed acquisition, or
operating performance deteriorates such that we expect net debt to
EBITDA to rise above 2.0x or the company to report negative
operating income on a sustained basis. We could also lower the
ratings if the company has regulatory enforcement actions,
substantial monetary penalties, or curtailed business practices."
An upgrade is unlikely over the next 12 months.
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P's simulated default scenario contemplates a default in
2029, stemming from increased competition by larger peers into
Block's Square ecosystem and the inability of Cash App to increase
and monetize its active users, such that cash processing volume and
cash flow decreases materially.
-- S&P assumes a default or bankruptcy filing occurs because of a
weak economy, combined with escalating product development costs,
increased competition, unsuccessful acquisitions, possible
regulatory findings, and lower-than-expected growth.
-- Block's unsecured notes, convertible notes, and its credit
facility would have pari passu unsecured claims in a default
scenario. The warehouse funding facilities are secured by customer
receivables.
-- S&P's recovery analysis assumes the company would maintain
significant investments in product development to maintain its user
base.
-- S&P said, "We value Block on a going-concern basis and apply a
6.0x EBITDA multiple to our estimate of its emergence EBITDA. We
make a favorable cyclicality and operational adjustment to arrive
at our emergence EBITDA because we believe it's based on a fixed
charged proxy and is artificially low, relative to the rating. We
think the 6.0x valuation multiple could be higher than other
financial services finance company peers because of the company's
fintech strategy."
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA at emergence: about $587 million
-- EBITDA multiple: 6.0x
-- Revolving credit facility: 85% drawn in the simulated default
year
-- Warehouse funding facilities: 60% drawn in the simulated
default year
Simplified waterfall
-- Net value available to the secured debtholders (after 5%
administrative costs): $3.34 billion
-- Priority claims: $1.04 billion
-- Net value available to the unsecured debtholders: $2.3 billion
-- Senior unsecured debt claims: $4.85 billion
-- Unsecured recovery expectations: 30%-50% range; rounded
estimate: 45%
Note: All debt amounts include six months of prepetition interest
BOND PENNZOIL: Hires Law Offices of Avrum J. Rosen as Counsel
-------------------------------------------------------------
Bond Pennzoil Place LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire the Law Offices
of Avrum J. Rosen, PLLC as its attorneys.
The firm's services include:
(a) analysis of the financial situation, and rendering advice
and assistance to the Debtor in determining whether to file a
petition under the Bankruptcy Code;
(b) preparation and filing of the petition, schedules,
statement of financial affairs and other documents required by the
Court;
(c) representation of the Debtor at the meeting of creditors;
(d) preparation of motions, documents and applications in
connection with the case; and
(e) provision of legal advice to the Debtor in connection with
all matters pending before the Court.
The firm's current billing rates are:
Partners $670 per hour
Associates $570 per hour
Paraprofessionals $20 per hour
The firm will be paid a retainer in the amount of $16,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Avrum J. Rosen, a partner at Law Offices of Avrum J. Rosen, PLLC,
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:
Avrum J. Rosen, Esq.
LAW OFFICES OF AVRUM J. ROSEN PLLC
38 New Street
Huntington, NY 11743
Telephone: (631) 423-8527
Facsimile: (631) 423-4356
Email: arosen@ajrlawny.com
About Bond Pennzoil Place LLC
Bond Pennzoil is primarily engaged in renting and leasing real
estate properties.
Bond Pennzoil Place LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
24-40572) on Feb. 7, 2024, listing up to $50,000 in assets and $10
million to $50 million in liabilities. The petition was signed by
David Goldwasser as chief restructuring officer.
Judge Elizabeth S Stong presides over the case.
Avrum J Rosen, Esq. at the Law Offices Of Avrum J. Rosen, PLLC
represents the Debtor as counsel.
BOTW HOLDINGS: Taps BMC Group to Provide Financial Services
-----------------------------------------------------------
BOTW Holdings, LLC and its associates seek approval from the U.S.
Bankruptcy Court for the District of Wyoming to hire BMC Group,
Inc. to assist the Debtors in the preparation of their schedules of
assets and liabilities and statements of financial affairs.
BMC will perform such services for a minimum fee of $10,000, while
tracking time at an hourly rate between $95 and $175.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tinamarie Feil, co-founder of BMC Group, disclosed in a court
filing that she is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tinamarie Feil
BMC Group, Inc.
3732 W 120th Street
Hawthorne, CA 90250
Tel: (206) 499-2169
Email: tfeil@bmcgroup.com
About BOTW Holdings, LLC
BOTW Holdings, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No.
24-20138) on April 19, 2024. The petition was signed by Jeff
Edwards, manager of Stryk Group Holdings, LLC. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Cathleen D. Parker presides over the case.
Bradley T Hunsicker, Esq. at Markus Williams Young & Hunsicker LLC
represents the Debtor as counsel.
CAMARILLO HHCA: Taps Michael Jay Berger as Bankruptcy Counsel
-------------------------------------------------------------
Camarillo HHCA, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire the Law Offices of
Michael Jay Berger as counsel.
The firm's services include:
(a) communicate with creditors of the Debtor;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with
reporting requirements of the Office of the United States Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions filed in the Debtor's bankruptcy
proceedings; and
(g) prepare a Chapter 11 Plan of Reorganization for the
Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Michael Jay Berger $645
Sofya Davtyan, Partner $595
Robert Poteete $475
Senior Paralegals and Law Clerks $275
Paralegals $200
The firm received a retainer of $25,000.
Michael Jay Berger, Esq., a partner at Law Offices of Michael Jay
Berger, 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:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About Camarillo HHCA, Inc.
Camarillo HHCA, Inc. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10677) on
April 24, 2024, listing $50,001 to $100,000 in assets and $100,001
to $500,000 in liabilities.
Judge Martin R Barash presides over the case.
Michael Jay Berger, Esq. at the Law Office of Michael Jay Berger
represents the Debtor as counsel.
CANO HEALTH: Seeks to Hire Hilco Real Estate as Consultant
----------------------------------------------------------
Cano Health, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Hilco Real
Estate, LLC as their real estate consultants and advisors.
The firm's services include:
(a) consulting with Weil, the Debtors, and the Debtors' other
advisors, as applicable, to ascertain the Debtors' goals,
objectives and financial parameters;
(b) mutually agreeing with Weil and the Debtors with respect
to a strategic plan for restructuring, shortening terms, or
terminating the Leases;
(c) on the Debtors' behalf, negotiating the terms of
restructuring, term shortening, and termination agreements with the
landlords under the Leases, in accordance with the Strategy;
(d) providing written reports periodically to Weil, the
Debtors, and the Debtors' other advisors, as applicable, regarding
the status of such negotiations; and
(e) assisting Weil, the Debtors, and the Debtors' other
advisors, as applicable, in closing the pertinent Lease
restructuring, term shortening, and termination agreements.
As compensation for Hilco's Services, the Company will pay to Hilco
compensation in accordance with the following; provided, that for
any Restructured Lease that is rejected during the Chapter 11
Cases, fees shall be due or payable with respect to such
Restructured Lease solely to the extent that the Company realizes
the benefit of any Restructured Lease Savings prior to rejection,
in which case Hilco's compensation shall be calculated solely based
on the Restructured Lease Savings realized by the Company prior to
rejection; provided, however, if such Lease is subsequently
reinstated (whether by a new lease or otherwise following such
rejection) Hilco shall be entitled to the Restructured Lease
Savings Fee as if such rejection never occurred.
"Restructured Lease Savings Fee" means, for any Restructured Lease,
an amount equal to a base fee of $2,000 plus the aggregate
Restructured Lease Savings multiplied by 4.75 percent.
"Term Shortened Lease Fee" means for any Term Shortened Lease where
the Company is provided with an early termination right or the term
of the Lease is otherwise shortened, an amount equal to two-thirds
of 1 month's gross rent under such Term Shortened Lease.
Hilco is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, as disclosed in the court filings.
The firm can be reached through:
Eric W. Kaup
Hilco Real Estate, LLC
5 Revere Dr, Suite 206
Northbrook, IL 60062
Email: ekaup@hilcoglobal.com
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal
& Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart &
Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as
investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
Daniel McMurray was appointed as the patient care ombudsman in
these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and
Klehr Harrison Harvey Branzburg, LLP as his counsel.
CAPROCK MILLING: Plan Exclusivity Period Extended to May 16
-----------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas extended Caprock Milling & Crushing, LLC's
exclusive period to file a chapter 11 plan of reorganization and
disclosure statement to May 16, 2024.
As shared by Troubled Company Reporter, the Debtor is a Texas
limited liability company dealing primarily in the processing and
storage of agricultural commodities. Specifically, Debtor leases a
warehouse located at 8911 Bethlehem Boulevard, Sparrows Point,
Baltimore, Maryland where it operates its business (the "Lease").
The Debtor claims that it is making a good faith effort to market
and sell its assets including the retention of investment banker
William Hood & Company, LLC. The success of such efforts is still
unknown and will affect the Debtor's proposed course of action.
Therefore, it is not possible to solidify the details of any
proposed plan.
The Debtor asserts that substantial progress has been made in
putting together the pieces necessary for a successful plan.
However, many contingencies exist which must come together in order
to allow for the Debtor to propose a viable plan of
reorganization.
CapRock Milling & Crushing, LLC is represented by:
Steven L. Hoard, Esq.
Alysia Cordova, Esq.
Flannery Nardone, Esq.
Mullin Hoard & Brown, L.L.P.
P.O. Box 31656
Amarillo, TX 79120-1656
Tel: (806) 372-5050
Fax: (806) 372-5086
Email: shoard@mhba.com
acordova@mhba.com
fnardone@mhba.com
About Caprock Milling & Crushing
CapRock Milling & Crushing, LLC is engaged in grain and oilseed
milling. The company is based in Amarillo, Texas.
Caprock filed Chapter 11 petition (Bankr. N.D. Texas Case No.
23-20251) on Nov. 3, 2023, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Thomas
Bunkley, member of Caprock, signed the petition.
Judge Robert L. Jones oversees the case.
The Debtor tapped Mullin Hoard & Brown, LLP as bankruptcy counsel;
Charhon Callahan Robson & Garza, PLLC as special counsel; and
William Hood & Company as investment banker.
CENTER FOR SPECIAL NEEDS: Trustee Taps Akerman LLP's ESI Team
-------------------------------------------------------------
Michel Goldberg, Chapter 11 Trustee of Center for Special Needs
Trust Administration, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Akerman LLP's
eDiscovery Services Team for services pertaining to electronically
stored information ("ESI") of the Debtor's estate.
The Trustee seeks to employ the Akerman eDiscovery Services Team to
provide eDiscovery Services to assist Trustee in preserving,
processing, and maintaining a significant volume of ESI in order to
investigate and potentially prosecute any matters on behalf of the
Debtor and the estate, including but not limited to avoidance
actions.
Current rates for eDiscovery lawyers and professionals range from
$285 to $715 per hour depending upon their skill and experience
level.
Akerman's eDiscovery Services Team does not hold or represent an
interest adverse to these estate, and is disinterested as that term
is defined by 11 U.S.C. Sec. 101(14), according to court filings.
The firm can be reached through:
Elan Hersh, Esq.,
Akerman LLP
eDiscovery Services Team
201 East Las Olas Boulevard, Suite 1800
Fort Lauderdale, FL 33301
Tel: (954) 463-2700
Fax: (954) 463-2224
About The Center for Special Needs Trust Administration
The Center for Special Needs Trust Administration, Inc. filed
Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-00676) on Feb. 9,
2024, with $100 million to $500 million in both assets and
liabilities.
Judge Roberta A. Colton oversees the case.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, PA
is the Debtor's legal counsel.
On March 4, 2024, the U.S. Trustee appointed an official committee
of unsecured creditors in this Chapter 11 case. The committee
tapped Underwood Murray, PA as its counsel.
CF SAFETY: Unsecured Creditors Will Get 4% of Claims in Plan
------------------------------------------------------------
CF Safety Training and Consulting, LLC filed with the U.S.
Bankruptcy Court for the Northern District of West Virginia a Plan
of Reorganization for Small Business.
The Debtor is a family owned and operated limited liability
corporation. The Debtor originally started as a safety and
consulting company who both advised clients on the safety and
logistics necessary for small and large scale construction
projects.
The Debtor, like many companies, faced financial hardships during
the Covid-19 pandemic and had to rely upon cash reserves and loans
to carry it through this period. The Debtor's work has steadily
increased since the filing of the chapter 11 plan.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $10,130.00. The final Plan
payment is expected to be paid on June of 2029 or 5 years from the
date of confirmation.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 4 cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 3 consists of all non-priority unsecured claims. Creditors in
this Class include the American Express Natl Bank, Capital One by
American Infosource, Cello Partnership dba Verizon, Cellco
Partnership dba Verizon Wireless, and K5 Capital Group. The Debtor
projects an unsecured percentage of 4% depending upon claims
objections and other avoidance actions. This Class is impaired.
Class 4 consists of equity interests of the Debtor. These claims of
an ownership interest shall be continued as such interests appeared
before filing. Russell Frederick Collins, Catherine Collins and
Christina Collins nka Kite owned 100% of the Debtor and they will
continue to own that percentage post-petition and will vest upon
substantial consummation of the plan.
The Debtor will act as disbursing agent and shall make the required
plan payments with administrative priority claims being made in the
first 18 months. Secured debt will be paid in equal monthly
payments and unsecured claims will be paid in the last 12 months of
the plan or as funds become available.
A full-text copy of the Plan of Reorganization dated April 22, 2024
is available at https://urlcurt.com/u?l=Cbivya from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Aaron C. Amore, Esq.
Amore Law PLLC
206 West Liberty St.
Charles Town, WV 25414
Telephone: (304) 885-4117
Email: aaron@amorelaw.com
About CF Safety Training and Consulting
CF Safety Training and Consulting, Inc. is a safety company that
provides a wide range of services to companies in construction,
general industry, maritime and agriculture. The company is based in
Shenandoah Junction, W.Va.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00598) on December
26, 2023, with up to $50,000 in assets and $1 million to $10
million in liabilities. Russell Frederick Collins, member and
manager, signed the petition.
Judge David L. Bissett oversees the case.
Aaron C. Amore, Esq., at Amore Law, PLLC, is the Debtor's
bankruptcy counsel.
CHAPIN DAIRY: Unsecured Creditors to Split $200K in Plan
--------------------------------------------------------
Chapin Dairy, LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a Disclosure Statement describing Plan of
Reorganization dated April 23, 2024.
The Debtor is a family dairy farm in Weldona, Colorado owned by the
Chapin family which has been in operation for decades, founded by
Myrtle I. and Foy P. Chapin in March of 1938.
The current principal owners of the Debtor are A. Foy Chapin, the
Donald L. Chapin Trust, Gertrude A. Chapin and Lucinda G. Chapin,
each of whom as a 25% equal interest in the Debtor.
The Debtor currently operates its dairy farm on the following
pieces of real property (which it also owns): 8244 Highway 144,
Weldona, CO 80653, 8241 Highway 144, Weldona, CO 80653, 7709
Highway 144, Weldona, CO 80653, 7431 Highway 144, Weldona, CO 80653
and 10868 Highway 144, Weldona, CO 80653 (collectively, the "Dairy
Farm"). The Dairy Farm properties are currently collectively valued
at $5,962,000.00.
Since filing for Chapter 11 in July of 2023, the Debtor has been
able to pay for its feed and supplies on a regular basis to improve
the feed quality. This has resulted in the Debtor's cows' daily
milk production increasing to around 68 lbs. per day. Milk prices
are now beginning to improve, allowing the milk price over feed
cost to improve to $8.00.
Following Confirmation of the Plan, the Debtor intends to continue
operating the Dairy Farm. The Plan itself shall be funded by the
two firstpriority, perfected, secured Promissory Notes with
AgCredit, the Riverside Sale and sale of the Debtor's Cattle.
Following Confirmation of its Plan, the Debtor' property will re
vest in the Reorganized Debtor subject to liens and encumbrances of
record not otherwise dealt with in the Plan.
Class Five consists of allowed Unsecured Claims against the Debtor
and the Claims that are deemed allowed by a Final Order in
connection with the Bankruptcy Court approval of the APEX
Stipulation. Class Five. Allowed Unsecured Claims totaling
$5,089,604.36.
The unsecured creditors shall be paid pro rata from the lump sum of
$200,000.00, on the later of either (i) the Effective Date or (ii)
when the Debtor's Administrative Claim of $200,000.00 is paid under
the Riverside Plan. If the Debtor does not receive payment of its
Administrative Claim of $200,000.00 under the Riverside Plan, the
unsecured creditors shall receive semi-annual payments pro rata
over the Plan term of five years from Net Income in amounts not to
exceed the lesser of the value of all Allowed Unsecured Claims or
$200,000 in total payments. Class Five is Impaired under the Plan.
Class Eight consists of the equitable interests of A. Foy Chapin,
Gertrude A. Chapin, the Donald Chapin Trust and Lucinda G. Chapin,
each a holder of 25% of the Debtor's ownership interests. The
holders of Class Eight interests will receive no additional money
under the Plan on the Effective Date, with the exception on ongoing
draws in the ordinary course of business. They will retain their
interests to the same extent that it held such interests prior to
the filing of the Bankruptcy. Class Eight is Unimpaired under the
Plan.
The Debtor will provide AgCredit, who currently has a
first-priority, perfected, security interest as against the
Collateral and holds a claim of $19,166,244.20 valued as of April
15, 2024 as against the Estate, with two secured Promissory Notes
– (i) Promissory Note A, in the amount of $7,000,000 with an
interest rate of 5.5% and (ii) Promissory Note B, in the amount of
$4,000,000 with an interest rate of 6.5%.
The Debtor anticipates completion of the Riverside Sale to occur
within 1 year from the Effective Date—at such time, Riverside
will either liquidate all of its assets for an agreed amount to be
stated in the Riverside Plan or will grant AgCredit the Riverside
Deed in Lieu for the pre-set value of reduced debt of an
agreed-upon, reasonable equivalent value of $8,000,000, subject to
AgCredit's unilateral ability to elect to foreclose on the
Riverside parlor and 320 Acres.
The Debtor has or will have filed an Administrative Claim in the
Riverside Case, which it will agree to reduce to $200,000.00.
Holders of Allowed Unsecured Claims shall be paid pro rata from the
lump sum of $200,000.00, on the later of either (i) the Effective
Date or (ii) when the Debtor's Administrative Claim of $200,000.00
is paid under the Riverside Plan. AgCredit will agree to allow
Riverside to pay the $200,000.00 as described herein as part of the
Riverside Plan.
A full-text copy of the Disclosure Statement dated April 23, 2024
is available at https://urlcurt.com/u?l=2PmTHj from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jeffrey A. Weinman, Esq.
Patrick D. Vellone, Esq.
Bailey C. Pompea, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Phone: (303) 534-4499
Email: JWeinman@allen-vellone.com
PVellone@allen-vellone.com
BPompea@allen-vellone.com
About Chapin Dairy
Chapin Dairy, LLC, owns five properties in Weldona, Colo. Valued at
$5.96 million.
Chapin Dairy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July 24,
2023. In the petition signed by A. Foy Chapin, manager, the Debtor
disclosed $11,249,082 in assets and $19,303,237 in liabilities.
Judge Thomas B. Mcnamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., is the Debtor's legal counsel.
CHARGE ENTERPRISES: Reorganization Plan Declared Effective
----------------------------------------------------------
Charge Enterprises, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on April 24, 2024,
the Bankruptcy Court entered an order confirming the Company's
Combined Disclosure Statement and Prepackaged Chapter 11 Plan of
Reorganization.
The Plan became effective on May 6, 2024, and all CRGEQ shares were
canceled.
On March 7, 2024, Charge Enterprises, Inc. filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware with a prepackaged
chapter 11 plan as contemplated by the Restructuring Support
Agreement, dated February 27, 2024. The Chapter 11 Case is
administered under the caption In re Charge Enterprises, Inc., Case
No. 24-10349. The Debtor operated its business as a "debtor in
possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court.
The Debtor has indicated that on the Effective Date, all amounts
due under the Company's notes payable dated May 19, 2021 and
December 17, 2021 held by affiliates of Arena Investors, L.P. and
any other agreements constituting Prepetition Lender Claims (as
defined in the Plan) will be equitized in exchange for 100% of the
newly issued common stock in reorganized Charge. All amounts due
under the DIP Facility will also be deemed satisfied by the
issuance of the New Common Stock to Arena. On the Effective Date,
Arena will designate 5% of the New Common Stock to Island Capital
Group LLC or its affiliates if certain conditions are met,
including Island's execution of a letter agreement and a
stockholders agreement.
The employment agreements with the Company's Chief Executive
Officer, Chief Financial Officer and Chief Legal Officer will be
rejected on the Effective Date, with Claims resulting from the
rejection of the employment agreements being Allowed in lesser
amounts and paid in full on the Effective Date. The Debtor's
Allowed unsubordinated general unsecured claims will either be
satisfied in full or reinstated and payable in the ordinary course
of business of the Reorganized Debtor. Subordinated claims will be
canceled, released and extinguished with no recovery or
distribution under the Plan. Each of the Series C Preferred, Series
D Preferred, Series E Preferred and Common Stock will be canceled,
released and extinguished with no recovery or distribution under
the Plan, and the common stock thereafter deregistered, at which
time Charge will cease to be a publicly traded company.
The New Common Stock to be issued pursuant to the Plan will be
issued pursuant to section 1145 of the Bankruptcy Code, which
generally exempts the issuance of certain securities under a plan
of reorganization from the registration requirements of the
Securities Act of 1933, as amended.
There was no specific number of the New Common Stock reserved for
future issuance in respect of claims and interests filed and
allowed under the Plan. The New Common Equity is not expected to be
listed on any national securities exchange or registered with the
Securities and Exchange Commission.
Unless otherwise specified, the treatment set forth in the Plan and
Confirmation Order will be in full satisfaction of all claims
against and interests in the Debtor, which will be discharged on
the Effective Date.
The Plan incorporates an integrated compromise and settlement of
claims with the parties to the RSA to achieve a beneficial and
efficient resolution of the Chapter 11 Case. Unless otherwise
specified, the settlement, distributions, and other benefits
provided under the Plan, including the releases and exculpation
provisions included therein, are in full satisfaction of all claims
and causes of action that could be asserted as set forth in the
Plan. The Confirmation Order also contains a settlement and release
of claims between Arena, the Company and Korr Acquisitions Group,
Inc. and several affiliated entities or persons of KORR, to be
effective on and conditional upon the Effective Date.
The Plan provides releases and exculpations for the benefit of the
Debtor, certain of the Debtor's claimholders, other parties in
interest and various parties related thereto, each in their
capacity as such, from various claims and causes of action, as
further set forth in the Plan.
Additionally, on April 25, 2024, in connection with Plan and
termination of their employment agreements, upon the Effective
Date, each of the Company's named executive officers (Craig Denson,
Leah Schweller, and Jim Biehl) will be separated from and will no
longer be officers of the Company. On or about the same date, each
member of the Company's board of directors (Amy Hanson, Craig
Denson, Andrew Fox, Benjamin Carson, Jr., Justin Deutsch, Gary
Jacobs, Chantel Lenard and Jacky Wu) tendered his or her
resignation to the Company, to be effective upon the Effective
Date.
A full-text copy of the Confirmation Order for Combined Disclosure
Statement and Prepackaged Chapter 11 Plan of Reorganization is
available at https://tinyurl.com/ykj36yw2
About Charge Enterprises
Charge Enterprises, Inc. is an electrical, broadband, and electric
vehicle charging infrastructure Debtor that provides clients with
end-to-end project management services, from advising, designing,
engineering, acquiring, and installing equipment, to monitoring,
servicing, and maintenance.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7,
2024, with $114,368,349 in assets and $48,718,180 in liabilities.
Craig Harper-Denson, authorized officer, signed the petition.
Judge Thomas M. Horan oversees the case.
The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE &
REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as
financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP
as special litigation counsel.
CHOICE MARKET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Choice Market Holdings, Inc. 24-12394
d/b/a Choice Market
f/d/b/a Choice Market Holdings, LLC
1770 North Broadway
Denver, CO 80202
Choice Market Uptown, LLC 24-12396
1770 North Broadway
Denver, CO 80202
Choice Market Bannock, LLC 24-12397
939 Bannock St.
Denver, CO 80204
Business Description: Choice Market is an omnichannel retailer
creating a technology-centric network of
convenient, small-format markets and last-
mile fulfillment centers.
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
District of Colorado
Judge: Hon. Joseph G. Rosania Jr. (24-12394 and 24-12396)
Hon. Kimberley H. Tyson (24-12397)
Debtors' Counsel: Jeffrey S. Brinen, Esq.
KUTNER BRINEN DICKEY RILEY PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: 303-832-2400
Email: jsb@kutnerlaw.com
Choice Market Holdings'
Estimated Assets: $1 million to $10 million
Choice Market Holdings'
Estimated Liabilities: $1 million to $10 million
Choice Market Uptown's
Estimated Assets: $500,000 to $1 million
Choice Market Uptown's
Estimated Liabilities: $1 million to $10 million
Choice Market Bannock's
Estimated Assets: $0 to $50,000
Choice Market Bannock's
Estimated Liabilities: $100,000 to $500,000
The petitions were signed by Michael Fogarty as president,
manager.
Copies of the Debtors' list of 20 largest unsecured creditors are
now available for download. Follow this link to get a copy today
https://www.pacermonitor.com.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IHFW6SA/Choice_Market_Holdings_Inc__cobke-24-12394__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/2NOBO4I/Choice_Market_Uptown_LLC__cobke-24-12396__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/2RGHVCI/Choice_Market_Bannock_LLC__cobke-24-12397__0001.0.pdf?mcid=tGE4TAMA
CLEAN AIR: Unsecureds to Recover 0.41% to 59.13% in Plan
--------------------------------------------------------
Operr Plaza, LLC, a debtor affiliate of Clean Air Car Service &
Parking Branch Two, LLC, and IVCVCF NEB I Trust filed with the U.S.
Bankruptcy Court for the Eastern District of New York a Disclosure
Statement for Joint Chapter 11 Plan dated April 22, 2024.
Operr Plaza is a limited liability company organized under the laws
of the State of New York and, on the Petition Date, was the owner
of property located at 37-31 10th Street, Long Island City, Queens
County, New York 11101 (Block 360, Lot 7) (the "Real Property").
Operr Plaza was formed in July 2018 and acquired the Real Property
in October 2019. Operr Plaza is wholly owned by IV – CVCF NEB
REO, LLC (the "Sole Member"), a Delaware limited liability company,
which purchased 100% of the member interests of the Debtors in an
Article 9 secured party sale in June 2021 (the "Article 9 Sale").
The issues facing the Debtors largely stem from a consolidated
commercial mortgage held by the Lender as security for certain
loans made by CVCF Fund Funding I-NEB, LLC (the “Original
Lender”) on or about October 18, 2019, to Operr Plaza and Clean
Air 2 in the aggregate principal amount of $12,300,000.00 (the
"Loan"). Mr. Kevin S. Wang, the former principal of Operr Plaza and
Clean Air 2, also pledged, as collateral for the note and other
loan documents, his 100% membership interests in each of Operr
Plaza and Clean Air 2.
Ultimately, Operr Plaza and Clean Air 2 defaulted by, inter alia,
failing to make required payments and, on June 16, 2021, the Lender
conducted the Article 9 Sale of the pledged 100% membership
interests of K. Wang in Operr Plaza and Clean Air 2. At the sale,
the Lender was the successful bidder with a credit bid in the
amount of $100,000 and purchased 100% of the membership interests
in Clean Air 2 and Operr Plaza, which were assigned to the Sole
Member.
Therefore, an orderly sale through the bankruptcy process was the
only way to avoid further costs and delays and secure a potential
recovery for Operr Plaza's creditors.
On June 16, 2021, the Lender conducted the Article 9 Sale of the
pledged 100% membership interests of K. Wang in Clean Air 2 and
Operr Plaza. At the Article 9 Sale, the Lender was successfully
bidder with a credit bid in the amount of $100,000 and purchased
100% of the membership interests in Clean Air 2 and Operr Plaza,
which were assigned to the Sole Member. As a result, the Sole
Member became the sole member of each Debtor company in place of K.
Wang.
The Plan is a liquidating plan which is recognized by the
Bankruptcy Code. Such liquidating Chapter 11 plan is often more
desirable when the debtor in possession can bring about a greater
recovery for the creditors than would a straight liquidation under
Chapter 7.
Class 5 consists of the Allowed Unsecured Claims. Included in this
Class is all Allowed Unsecured Claims. This includes the following
Claims, to the extent they become Allowed Unsecured Claims: (i) the
Allowed Lender Deficiency Claim, (ii) the Allowed Murray
Engineering Unsecured Claim in the amount of $2,115.54, (iii) the
Disputed K. Wang Affiliated Claims, including the Disputed Adequate
Protection Claim, (iv) Claim No. 1 filed by Chosen MEP in the
amount of $6,500, (v) Claim No. 9-1 filed by Atelier036 in the
amount of $8,295.00, and (vi) any other Claims filed as Unsecured
Claims. This Class will receive a distribution of 0.41% to 59.13%
of their allowed claims.
The Wind-Down Officer shall pay each holder of an Allowed Class 5
Unsecured Claim its Pro Rata Share of the Class 5 Distribution
Amount on or as soon as reasonably practicable after the later of
(i) the Effective Date, and (ii) the date on which such Claim
becomes an Allowed Claim. Subject to confirmation of the Plan, the
Lender agrees to forego any right to any distribution from the
Lender Plan Contribution, including the Class 5 Distribution
Amount; provided, however, nothing in the Plan shall impair in any
respect any Claim or Cause of Action that the Lender has or may
have against any other Entity, including any Person, including
without limitation against K. Wang and any of his Affiliates,
including any other obligors or guarantors under the Lender Loan
Documents, relating to or arising in connection with any such
Lender Deficiency Claim or other Claims, or any right of the Lender
to pursue such Claims and Causes of Action, all of which shall
survive the confirmation and effectiveness of the Plan. Class 5 is
impaired.
Class 7 consists of the Membership Interest of the Sole Member. If
and to the extent there is any Available Cash remaining after
satisfaction in full of all Allowed Administrative Expense Claims,
Allowed Priority Tax Claims and Allowed Claims in prior Classes of
Claims, the Wind-Down Officer shall pay to the Sole Member any
remaining Available Cash on or as soon as reasonably practicable
after the later of (i) the Effective Date, and (ii) the date on
which such Claim becomes an Allowed Claim. The sole Membership
Interest in the Debtor shall be canceled and extinguished and shall
be of no further force or effect in accordance with the terms
hereof.
The funds needed to pay all United States Trustee Fees, Allowed
Administrative Expense Claims, Allowed Priority Tax Claims and
Allowed Priority Claims will be paid from the Lender Plan
Contribution and the Sale Proceeds. The Plan shall be implemented
in furtherance of the Sale of the Sale Assets.
A full-text copy of the Disclosure Statement dated April 22, 2024
is available at https://urlcurt.com/u?l=2n5O3i from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Thomas A. Draghi, Esq.
Alexandra Troiano, Esq.
WESTERMAN BALL EDERER
MILLER ZUCKER & SHARFSTEIN
1201 RXR Plaza
Uniondale, NY 11556
Tel: (516) 622-9200
Email: tdraghi@westermanllp.com
atroiano@westermanllp.com
Attorneys for IV-CVCF NEB I Trust:
RIEMER & BRAUNSTEIN LLP
100 Cambridge Street, 22nd Floor
Boston, Massachusetts 02114
Telephone: (617) 523-9000
About Clean Air Car Service and Operr Plaza
Clean Air Car Service & Parking Branch Two, LLC, and Operr Plaza,
LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead
Case No. 23-41937) on May 31, 2023.
At the time of filing, Clean Air Car Service reported $1 million to
$10 million in assets and $10 million to $50 million in liabilities
while Operr Plaza reported $10 million to $50 million in both
assets and liabilities.
Judge Nancy Hershey Lord oversees the cases.
The Debtors tapped Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP as bankruptcy counsel.
CORNERSTONE PSYCHOLOGICAL: Taps Ronald L. Roman as Appraiser
------------------------------------------------------------
Cornerstone Psychological & Counseling Services of Northeast Ohio,
LLC seeks approval from the U.S. Bankruptcy Court for the Northern
District of Ohio to hire Ronald L. Roman as its appraiser.
Mr. Roman will appraise the Debtors office furniture, fixtures,
inventory and equipment as part of the preparation of the
bankruptcy petition and schedules in these cases.
Mr. Roman will receive compensation in the total flat fee amount of
$1,000.
Mr. Roman assured the court that he has no interest adverse to the
Debtor or the estate.
Mr. Roman can be reached at:
Ronald L. Roman
RONALD ROMAN AUCTION CO.
11845 Mahoning Ave.
North Jackson, OH 44451
Phone: (330) 727-3760
Email: ron@arromanauctions.com
About Cornerstone Psychological & Counseling Services
Cornerstone Psychological & Counseling Services sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case
No. 24-50367) on March 14, 2024. In the petition signed by Kenneth
A. Filbert, president and sole member, the Debtor disclosed up to
$50,000 in assets and up to $10 million in liabilities.
Judge Alan M. Koschik oversees the case.
Peter Tsarnas, Esq., at GERTZ AND ROSEN, LTD., represents the
Debtor as legal counsel.
COSMOS HEALTH: Inks Rights Agreement with Globex Transfer LLC
-------------------------------------------------------------
Cosmos Health Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company has
entered into a Rights Agreement, by and between the Company and
Globex Transfer, LLC, as Rights Agent. The Agreement was
previously approved and adopted by the Company's Board of Directors
on November 21, 2023.
Pursuant to the Rights Agreement, the Board declared a dividend of
one common share purchase right for each outstanding share of
common stock, par value $0.001, of the Company. The Rights are
distributable to stockholders of record as of the close of business
on April 19, 2024. The issuance will consist of one Right in
respect of each Common Share of the Company issued after the Record
Time and prior to the earlier of the Separation Time and the
Expiration Time.
The Rights Agent will act in connection with the issuance,
transfer, and exchange of the Rights in book entry form, as well as
the issuance, transfer, exchange and replacement of Rights
Certificates if applicable, the exercise of Rights and other
related matters.
The Rights Agreement will be in place for a period of five years
subject to further shareholder ratification as set out therein.
In general, the Rights Agreement works by causing substantial
dilution to any person or group that acquires beneficial ownership
of 20% or more of the Common Shares without the approval of the
Board. As a result, the overall effect of the Rights Agreement and
the issuance of the Rights may be to render more difficult or
discourage a merger, tender, or exchange offer or other business
combination involving the Company that is not approved by the
Board. The Rights Agreement is not intended to interfere with any
merger, tender, or exchange offer or other business combination
approved by the Board. The Rights Agreement also does not prevent
the Board from considering any offer that it considers to be in the
best interest of its stockholders.
Subject to the terms, provisions and conditions of the Rights
Agreement, the Company (i) shall issue one Right in respect of each
Common Share outstanding at the Record Time and (ii) may issue one
Right in respect of each Common Share which may be issued after the
Record Time and prior to the earlier of the Separation Time and the
Expiration Time. Notwithstanding the foregoing, the Company may,
after the Separation Time but prior to the Expiration Time, issue
one Right in respect of each Common Share which is issued after the
Record Time pursuant to the exercise of Convertible Securities
which are outstanding at the Stock Acquisition Date.
The Certificates representing Common Shares issued after the Record
Time but prior to the earlier of the Separation Time and the
Expiration Time shall evidence, in addition to the Common Shares,
one Right for each Common Share evidenced thereby and shall have
impressed on, printed on, written on or otherwise affixed to them a
legend as detailed in the Rights Agreement.
Each Right will entitle the holder, from and after the Separation
Time and prior to the Expiration Time, to purchase, for the
Exercise Price, one Common Share.
Until the Separation Time:
(i) the Rights shall not be exercisable, and no Right may be
exercised; and
(ii) each Right will be evidenced by the certificate for the
associated Common Share and will be transferable only together
with, and will be transferred by a transfer of, such associated
Common Share.
From and after the Separation Time and prior to the Expiration
Time:
(i) the Rights shall be exercisable; and
(ii) the registration and transfer of the Rights shall be
separate from and independent of Common Shares.
The Exercise Price is equal to $0.001 per share.
Rights may be exercised in whole or in part on any Business Day
after the Separation Time and prior to the Expiration Time by
submitting to the Rights Agent at its principal office in Deltona,
Florida, the Rights Certificate evidencing such Rights together
with the Election to Exercise and payment in cash or by certified
check, banker's draft or money order payable to the order of the
Company, of a sum equal to the Exercise Price multiplied by the
number of Rights being exercised and a sum sufficient to cover any
transfer tax or charge which may be payable in respect of any
transfer.
If prior to the Expiration Time a Flip-in Event occurs, each Right
shall thereafter constitute the right to purchase from the Company,
upon payment of the Exercise Price and otherwise exercising such
Right in accordance with the terms hereof, that number of Common
Shares having an aggregate Market Price on the date of consummation
or occurrence of such Flip-in Event equal to twice the Exercise
Price for an amount in cash equal to the Exercise Price.
A Flip-in Event means a transaction in or pursuant to which any
Person becomes an Acquiring Person. If prior to the Expiration Time
a Flip-in Event occurs, the Company shall take such action as shall
be necessary to ensure and provide, within ten Business Days of
such occurrence or such longer period as may be required to satisfy
the requirements of the applicable securities acts, so that, except
as provided in the Rights Agreement, each Right shall thereafter
constitute the right to purchase from the Company, upon payment of
the Exercise Price and otherwise exercising such Right in
accordance with the terms hereof, that number of Common Shares
having an aggregate Market Price on the date of consummation or
occurrence of such Flip-in Event equal to twice the Exercise Price
for an amount in cash equal to the Exercise Price.
Notwithstanding anything in this Agreement to the contrary, upon
the occurrence of any Flip-in Event, any Rights that are or were
Beneficially Owned on or after the earlier of the Separation Time
and the Stock Acquisition Date by an Acquiring Person or a
transferee of Rights, direct or indirect, of an Acquiring Person
("Acquiring Person" means any Person who is the Beneficial Owner of
20% or more of the outstanding Voting Shares; provided, however,
that the term "Acquiring Person" shall not include the Company, any
Subsidiary of the Company and other person as listed in the Rights
Agreement.) shall become null and void without any further action,
and any holder of such Rights (including any transferee of, or
other successor to, such Rights whether directly or indirectly)
shall not have any right whatsoever to exercise such Rights under
any provision of this Agreement and shall not have thereafter any
right whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise. The holder of any Rights
represented by a Rights Certificate which is submitted to the
Rights Agent upon exercise or for registration of transfer or
exchange which does not contain the necessary certifications set
forth in the Rights Certificate establishing that such Rights are
not void under subsection 3.1(b) shall be deemed to be an Acquiring
Person for the purposes of subsection 3.1(b) and such Rights shall
become null and void.
If, upon the occurrence of a Flip-In Event, the aggregate number of
Common Shares issuable upon the exercise of all Rights then
outstanding would exceed the aggregate number of Common Shares that
the Company is then authorized to issue pursuant to its
organizational documents, the number of Common Shares acquirable
pursuant to each Right as adjusted pursuant to subsection 3.1(a) of
the Rights Agreement, shall be reduced pro rata to the extent
necessary such that the aggregate number of Common Shares issuable
upon the exercise of all outstanding Rights does not then exceed
the aggregate number of Common Shares that the Company is then
authorized to issue pursuant to its organizational documents and
the payment due to the Company under Section 2.2(d) upon exercise
of the Rights as reduced pro rata will be the Exercise Price
multiplied by a fraction, the numerator of which is the number of
Common Shares acquirable upon exercise of the Rights as reduced pro
rata pursuant to subsection 3.1(e) and the denominator is the
number of Common Shares acquirable upon exercise of the Rights as
adjusted pursuant to subsection 3.1(a) without the pro rata
reduction of subsection 3.1(e), provided that any such pro rata
reduction will not affect the Exercise Price or any other term of
this Agreement relating to the Rights.
The Board of Directors may, with the prior consent of holders of
Voting Shares or the holders of, at any time prior to the
occurrence of a Flip-in Event elect to redeem all but not less than
all of the then outstanding Rights at a redemption price of $0.001
per Right appropriately adjusted.
No Person shall have any rights whatsoever pursuant to or arising
out of this Agreement or in respect of any Right after the
Expiration Time, except the Rights Agent as specified in the Rights
Agreement.
Until a Right is exercised, a Right does not give its holder any
rights as a stockholder of the Company.
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada,
is a diversified, vertically integrated global healthcare group.
The Company owns a portfolio of proprietary pharmaceutical and
nutraceutical brands, including Sky Premium Life, Mediterranation,
bio-bebe and C-Sept. Through its subsidiary Cana Laboratories
S.A., licensed under European Good Manufacturing Practices (GMP)
and certified by the European Medicines Agency, it manufactures
pharmaceuticals, food supplements, cosmetics, biocides, and medical
devices within the European Union. Cosmos Health also distributes
a broad line of pharmaceuticals and parapharmaceuticals, including
branded generics and OTC medications, to retail pharmacies and
wholesale distributors through its subsidiaries in Greece and the
UK. Furthermore, the Company has established R&D partnerships
targeting major health disorders such as obesity, diabetes, and
cancer, enhanced by artificial intelligence drug repurposing
technologies, and focuses on the R&D of novel patented
nutraceuticals, specialized root extracts, proprietary complex
generics, and innovative OTC products. Cosmos Health has also
entered the telehealth space through the acquisition of ZipDoctor,
Inc., based in Texas. With a global distribution platform, the
Company is currently expanding throughout Europe, Asia, and North
America, and has offices and distribution centers in Thessaloniki
and Athens, Greece, and in Harlow, UK.
For the nine-month period Sept. 30, 2023, the Company had revenue
of $37,537,003, net loss of $4,790,597 and net cash used in
operations of $16,587,726. Additionally, as of Sept. 30, 2023, the
Company had positive working capital of $23,901,453, an accumulated
deficit of $71,038,463, and stockholders' equity of $44,195,740. It
is management's opinion that these conditions raise substantial
doubt about the Company's ability to continue as a going concern
for a period of 12 months from the date of its filing.
COUGAR JV: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
automotive retailer Cougar JV Subsidiary LLC (doing business as
Hudson Automotive Group).
S&P said, "In addition, we assigned our 'B+' issue-level rating and
'4' recovery rating (rounded estimate: 40%) to the proposed senior
unsecured notes, indicating an average recovery for noteholders in
a hypothetical default.
"The stable outlook reflects our view that Hudson's EBITDA margins
will support leverage remaining at mid-4x in our forecast period,
even as dealer margins normalize."
Hudson Automotive Group is a small automotive retailer relative to
its rated peers, both in scale and geographic diversity. The
company had 2023 revenues of $4.5 billion, meaningfully less than
that of our smallest rated U.S. auto retailer, Ken Garff Automotive
LLC (BB-/Positive/--), which posted 2023 revenue of about $6.5
billion, and significantly less than public peers with revenues
from $15 billion-$31 billion. Hudson's sales are also concentrated
in a few southeastern states across only 52 franchised dealerships.
In addition, the company has somewhat higher concentrations with
specific vehicle brands, namely Toyota and Honda. While S&P views
these brands as having steady market share, the company has lower
exposure to the luxury market (less than 15% of sales) compared to
most peers who maintain at least 30% exposure to luxury brands.
S&P said, "We believe luxury customers are less price sensitive and
tend to show brand loyalty and request regular vehicle maintenance,
driving consistent parts and services (P&S) revenue. While there
may be some erosion of purchasing from aspirational customers, we
believe luxury demand will largely remain less cyclical.
"While the company continues to grow scale through acquisitions, we
think its strategy could lead to some execution risk and increased
spend at some of the acquired stores. Hudson typically focuses on
acquiring dealerships that have been struggling or where the
previous owners had been underinvesting. While we recognize that
these types of investments can yield large returns if properly
executed, the risk tends to be higher. In these situations, the
company needs to change the processes and sometimes the management
of the dealership, which could be disruptive. In addition, these
underperforming dealerships often require a high level of capital
expenditure (capex) to improve the dealership, which often involves
a reimaging--and in some cases, a full rebuild. If executed
properly, the projects should increase top-line growth in unit
sales and P&S above market trends.
"However, we expect the capital outlays related to these projects
to weigh on Hudson's cash flows over the next couple of years
before the company realizes return on its investments. For this
reason, we forecast the company to generate only modest amounts of
free cash flow over the next couple years. Further, we expect the
company will use debt to fund this growth capex, magnifying the
execution and financial risks if these investments are not managed
well.
"We forecast leverage will remain around 4.5x over the next couple
of years, even as margins normalize and the company continues its
recent pace of acquisitions. Like other dealers, we forecast
margins to contract further from nearly 6% in 2023 to mid-5% in our
base case in 2024-2025 due to lower new-vehicle profitability. We
recognize that inventories have been tighter for Toyota and Honda,
which we anticipate will support stronger new car margins relative
to peers over the next couple quarters. However, we ultimately
expect inventories and margins to normalize at these brands, as
well. Despite a decline in new-vehicle profit, we expect Hudson's
higher-margin P&S and finance and insurance (F&I) offerings will
remain stable and offset some of these margin pressures.
"Our assessment incorporates Hudson's participation in the
fragmented and cyclical auto retailing industry. In our view, the
high industry fragmentation contributes to competitive market
conditions and generally low operating margins, particularly since
Hudson generates close to one-third of its gross profit from sales
of new and used vehicles. Macroeconomic drivers for the automotive
retailers--in particular, new-vehicle unit sales--include general
economic conditions such as consumer confidence, personal
discretionary spending, interest rates, fuel prices, unemployment
rates, and consumer credit availability. While some factors, like
low unemployment, still support vehicle sales, higher interest
rates will continue to weigh on auto purchases. However, we believe
Hudson benefits from established relationships with desired
automakers and from owning most of its real estate.
"We expect the shift toward direct-to-consumer (DTC) and agency
sales will be a longer-term risk to the company. The automotive
dealership industry faces the risk of a potential transition toward
an original equipment manufacturer (OEM) direct- or agency-selling
model, particularly on the electric vehicle (EV) sales side. The
risk of operating an agency or direct model is that dealers could
lose out on some of its F&I profit while also having a harder time
retaining parts and services customers. Offsetting this risk to
some degree is the ability for dealers to reduce operating costs
with fewer sales personnel and lower floor-plan financing
requirements. We believe dealer networks with sufficient scale and
stronger P&S capabilities such as Hudson are positioned better to
take share away from smaller local dealers and become an integral
piece of an OEM's distribution strategy. Given the franchise laws
that exist in states that Hudson operates in, the rollout of DTC
and agency model could take time.
"The stable outlook reflects our view that Hudson's EBITDA margins
will support leverage remaining at mid-4x in our forecast period,
even as dealership margins normalize."
S&P could lower its ratings on Hudson if it expects S&P Global
Ratings-adjusted debt to EBITDA to be greater than 5x. This
scenario could result from:
-- A significant decline in new vehicle sales, potentially due to
weaker-than-expected macroeconomic conditions;
-- Operational missteps or failure to realize benefits from its
outsized capital spending to improve dealership locations; or
-- A large debt-financed acquisition or distribution to its
owners.
S&P could raise its ratings on Hudson if:
-- The company can sustain S&P Global Ratings-adjusted debt to
EBITDA well below 4x and commit to maintaining metrics at this
level; or
-- Hudson's business risk characteristics improve such that we
expect improving scale, stronger free cash flow, and sustained
profitability in line with its peers, even as it completes
acquisitions and maintains leverage below 5x.
CREATIVE PLANNING: S&P Assigns 'BB' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to
Creative Planning Holdco LLC (CP) and its subsidiary CPI Holdco B
LLC. The outlook is stable. At the same time, S&P assigned its 'BB'
issue rating to CPI's proposed $1.35 billion term loan. The
recovery rating is '4', indicating its expectation of an average
(40%) recovery in the event of default.
The 'BB' rating on CP reflects its established market position and
holistic wealth management strategy that is well integrated across
functions. It also reflects strong organic flows in assets under
management (AUM) and strong EBITDA margins, as well as S&P's
expectation that the company will maintain leverage of 2.0x-3.0x,
as measured by S&P Global Ratings-adjusted debt to EBITDA.
CP's primary source of revenue is advisory fees. These fees are
derived from investment management and financial planning services
provided to individuals and families, their trusts, and other
institutions in the U.S. CP, an RIA incorporated Jan. 1, 2006, had
$136 billion in private client AUM and $163 billion in retirement
assets as of Dec. 31, 2023.
The company's wide-ranging functional expertise is a key strength.
CP targets the high- to ultra-high-net-worth category ($500,000 to
$10 million of investible assets) within the private wealth
management market. It offers financial planning, portfolio
construction, investment execution, tax, insurance, estate
planning, and risk management services.
CP has mostly grown organically over its 18-plus-year history. This
growth has come through deepening business from existing clients,
referrals from existing clients, and custody referral partners. The
company is present in all 50 U.S. states and has over 500 advisers
across 85 offices. Since 2018, CP's private wealth management AUM
has averaged net annual organic flows of 11%, which we view as
strong compared with peers' AUM growth. Recently, CP has been
active in M&A as well, making seven acquisitions in 2023. The most
significant acquisition was United Capital, a $20 billion AUM RIA
bought from Goldman Sachs in November 2023.
The company's 401(k) segment provides stable revenue and
cross-selling opportunities. CP manages $164 billion of 401(k)
assets for around 2 million plan participants. While this segment's
contribution is under 10% of overall revenue, it provides
cross-selling opportunities to grow the private wealth management
and business services offerings. Moreover, S&P views assets in this
segment as stable, considering 401(k) clients are penalized for
early withdrawals and typically contribute automatically from their
paychecks.
S&P said, "We expect CP's business services segment to expand as
the company grows its client base. This segment contributes 8% to
overall revenue and includes revenues from advisory services, like
tax, audit, payroll, legal, and insurance services, for over 22,000
customers.
"The company's organic growth has contributed to elevated EBITDA
margins. CP's EBITDA margins have been above the average for wealth
manager peers we rate for the last two years. The higher margins
are attributable partly to CP's organic-growth-led strategy and
partly to its provision of services, such as insurance sales and
tax planning, in-house.
"We expect leverage to remain 2x-3x as the company continues to
grow and realizes earnings from acquisitions. Recent acquisitions
resulted in leverage rising to 3.1x in 2023 from 2.1x in 2022. We
expect EBITDA interest coverage to be 6.0x-8.0x in the next 12
months. We do not assume further debt-funded mergers and
acquisitions in our forecast. However, the wealth management
industry is fragmented and undergoing rapid consolidation at high
acquisition multiples, and the company may continue to raise debt
to support inorganic growth should opportunities arise.
"We view CP as stronger than peers due to its lower leverage,
organic growth, and relative earnings size. We compare CP to rated
wealth managers such as Focus Financial Partners Inc.
(B+/Stable/--), Edelman Financial Engines (B/Stable/--), HighTower
Holding LLC (B-/Stable/--), and Mariner Wealth Advisors
(B-/Stable/--). All peers operate with high leverage, due either to
significant debt-funded acquisition activity or debt-funded
distributions to sponsors.
"The stable outlook reflects our expectation that CP's leverage, as
measured by S&P Global Ratings-adjusted debt to EBITDA, will be
2.0x-3.0x over the next 12 months, while the company continues to
grow its AUM organically and through mergers and acquisitions.
"We could lower the ratings if CP's leverage remains over 3.0x--due
to weakening earnings or rising debt--or if the company's business
materially weakens, as shown by sustained net outflows or
deteriorating financial markets.
"We could raise the ratings if the company maintains leverage at
the lower end of the 2.0x-3.0x range on a sustained basis while the
business grows favorably relative to peers while retaining better
margins."
CREDIT LENDING: Seeks to Hire Hanson Bridgett as Legal Counsel
--------------------------------------------------------------
Credit Lending Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Hanson Bridgett, LLP as its legal counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties under
the Bankruptcy Code;
b. preparing legal papers;
c. taking action to protect and preserve the Debtor's estate;
d. advising the Debtor with respect to any proposed Chapter 11
plan of reorganization and seeking approval of the plan and all
transactions contemplated therein;
e. assisting the Debtor with respect to the employment of
bankruptcy professionals; and
f. performing other legal services necessary to administer the
Debtor's case.
The hourly rates charged by the firm's attorneys and paralegal
designated to represent the Debtors are as follows:
Anthony J. Dutra, Partner $730
Tamar Terzian, Counsel $650
Associates and Senior Counsel $360 - $690
Paraprofessionals $285 - $505
The firm received a retainer in the amount of $30,000.
Tamar Terzian, Esq., a counsel at Hanson Bridgett LLP, disclosed in
a court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony J. Dutra, Esq.
Tamar Terzian, Esq.
Hanson Bridgett LLP
777 S. Figueroa Street, Suite 4200
Los Angeles, CA 90017
Phone: (323) 210-7747
Email: adutra@hansonbridgett.com
tterzian@hansonbridgett.com
About Credit Lending Services
Credit Lending Services, Inc. is a provider of auto loans in
California specializing in the purchase and servicing of auto loans
through its network of automobile dealers, who have non-prime
customers purchasing new and used vehicles.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12182) on March 21,
2024, with $9,008,914 in assets and $10,521,125 in liabilities.
Chad Spindler, shareholder, signed the petition.
Judge Julia W. Brand presides over the case.
Tamar Terzian, Esq., at Hanson Bridgett, LLP represents the Debtor
as legal counsel.
DIAMANTE ENTERPRISES: Unsecureds' Recovery "Unknown" in Plan
------------------------------------------------------------
Diamante Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Disclosure Statement in support
of Plan of Reorganization.
The Debtor was established in December 2017 with the purpose of
engaging in buying, selling, and leasing real estate.
At the time of the filing of the Petition, Debtor owned three
properties: 2941 West Master Street, Philadelphia, PA; 2943 West
Master Street, Philadelphia, PA and 1344 North 26th Street,
Philadelphia, PA. The Default in monthly mortgage payments by
Debtor to the mortgagee, Gelt Financial, LLC, caused Debtor to file
in Chapter 11 on June 5,2023 to stop a Sheriff's sale of the 2943
West Master Street property ("Sale Property") scheduled for the
next day.
During the pendency of the bankruptcy, the Sale Property was sold
at a private sale, on September 20, 2023 for $251,331.99, resulting
in the payment in full of Gelt's claim of $144,016.18. The net
proceeds of the sale, totaling $79,228.86 were turned over to
Debtor's counsel to be held in trust pending further order of the
Court, with the net (after the payment of administrative fees) to
fund a "pot plan" for the unsecured creditors. Of those funds,
$33,405.95 of the fund has been paid to Debtor's counsel per Order
Approving Interim Fee Application on January 11, 2024.
The two other properties still owned by Debtor are rental
properties in which Debtor leases out pursuant to month-to-month
leases. 2941 West Master Street, Philadelphia, PA has one
residential unit and 1344 North 26th Street has two rental units
(one commercial unit and one residential unit). Between the
Petition Date and the first quarter of 2024, Debtor was not
generating any income from its rental properties. Debtor's
residential and commercial tenants with month-to-month leases did
not renew their leases and Debtor had been unable to find reliable
tenants to fill the units. Moreover, 1344 North 26th Street was
unable to accommodate tenants until recently because the property
was undergoing significant repairs.
Class 3 consists of all allowed general unsecured claims, totaling
$918,737.35. The proposed source of payment for this class is in
the form of a "pot plan", funded by the net proceeds remaining from
the sale of 2943 West Master Street, Philadelphia, PA 19121,
approved by the Court on September 8, 2023. The amount to be
distributed to the unsecured creditors is unknown at this time. The
consideration for the purchase was $251,331.99. After the payment
of the outstanding mortgage held by Gelt Financial, LLC in the
amount of $144,016.18 and the payment of costs and charges, the
closing agent, Legalty Transfer, held $79,228.86 in sale proceeds
("Sale Proceeds").
On January 11, 2024, the Court entered an order approving the
transfer of the Sale Proceeds to Debtor's counsel's trust account,
with the intent to use part of the net proceeds to fund a "pot
plan." The Sale Proceeds on deposit were reduced to $45,822.91 by
the payment of $33,405.95 to Debtor's counsel for an Interim Fee
Application (through November 27, 2024) (with a 20% hold back)
approved by the Court on January 11, 2024. Application of the 20%
fee holdback to the funds, further reduces the balance to
$37,919.91.
A Final Fee Application (estimated at $20,000.00) yet to be filed,
will further reduce the amount in the "pot plan" to fund payment to
the unsecured class. As will the payment of $500.00 to Merchant
Capital Source LLC (Class 2). Class 3 is impaired.
As to the two secured claims, the one for $500.00 (Class 2) is
being paid on the Plan Effective Date out of the remaining funds
generated by the sale of 2943 West Master Street, Philadelphia
which are currently being held in trust by Debtor's counsel. The
second secured claim (USBNA/Faye) (Class 1) will be paid as part of
a cure and maintain payment plan from rents generated by the income
on the subject investment real property.
A full-text copy of the Disclosure Statement dated April 23, 2024
is available at https://urlcurt.com/u?l=OrL62x from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Chad T. Van Horn, Esq.
Van Horn Law Group, P.A.
500 N.E. 4th Street, Suite 200
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Fax: (954) 756-7103
Email: Chad@cvhlawgroup.com
About Diamante Enterprises
Diamante Enterprises, LLC, a company in Weston, Fla., filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 23-14383) on June 5, 2023, with $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Danielle Parker,
president, signed the petition.
Judge Scott M. Grossman oversees the case.
Chad T. Van Horn, Esq., at Van Horn Law Group, P.A. serves as the
Debtor's bankruptcy counsel.
DIOCESE OF ALBANY: Plan Exclusivity Period Extended to July 7
-------------------------------------------------------------
Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for
the Northern District of New York extended The Roman Catholic
Diocese of Albany, New York's exclusive periods to file a plan of
reorganization and obtain acceptance thereof to July 7 and
September 5, 2024, respectively.
As shared by Troubled Company Reporter, the Debtor explains that
the size and complexity of this case warrants an extension of the
Exclusivity Periods to file and seek confirmation of a
reorganization plan. The Debtor has been diligently working to
advance the case in a manner that will hopefully facilitate a
consensual Chapter 11 Plan. In this case, there are approximately
390 pending CVA Actions and approximately 1,100 St. Clare's
pensioners involved in the St. Clare's Action.
The Debtor claims that competing interests of each constituency
create unique issues to be resolved in order to propose a plan
capable of being confirmed consensually. Aggregate claims of those
creditor constituencies are substantial and likely far exceed the
value of the Debtor's assets. In order to be in a position to
propose a reorganization plan, the parties must ultimately agree on
the appropriate amount of plan funding to achieve consensual
confirmation.
The Debtor asserts that it has provided, and continues to provide
on a rolling basis in response to the Tort Committee Requests,
substantial documents and information to the United States Trustee
and respective counsel for the Committees following the conclusion
of the First Meeting of Creditors on January 8, 2024. In addition,
the Debtor's financial advisors have been in direct communication
with the respective financial advisors to the Committees and the
Debtor's special insurance counsel has provided its analysis of the
Debtor's available insurance coverage with the CVA Claims filed in
the Chapter 11 Case.
The Roman Catholic Diocese of Albany, New York is represented by:
Francis J. Brennan, Esq.
Matthew M. Zapala, Esq.
Joseph Martin, Esq.
80 State Street, 11th Floor
Albany, NY 12207
Tel: (518) 449-3300
About the Diocese of Albany, New York
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including
a portion of the 14th county. Its Mother Church is the Cathedral
of the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case. Lemery Greisler, LLC
represents the unsecured creditors' committee while Stinson, LLP
represents the tort committee. OneDigital Investment Advisors, LLC
is the committees' special investment consultant.
DIVERSIFIED MASONRY: Hires Allen Vellone Wolf as Legal Counsel
--------------------------------------------------------------
Diversified Masonry, LLC submits a supplement to its application
seeking approval from the U.S. Bankruptcy Court for the District of
Colorado to employ Allen Vellone Wolf Helfrich & Factor P.C. as
counsel.
The firm's services include:
-- providing legal advice and representation in connection with
the general administration of the Estate;
-- making confirmation of any proposed plan of reorganization,
all other contested and adversary matters that arise in this case;
-- taking investigation and litigation of any avoidance or other
action the Estate may have; and
-- providing other legal services for Debtor related to or
arising out of contested matters in this bankruptcy case.
The firm will be paid at these rates:
Jeffrey A. Weinman $625 per hour
Katharine S. Sender $375 per hour
Brenton L. Gragg $365 per hour
Paralegals $120 to 225 per hour
The firm has identified additional attorneys to handle this matter.
The hourly rates of the additional professionals are:
Averil K. Andrews $395
Jeremy T. Jonsen $425
Patrick D. Vellone $725
The firm received a retainer of $22,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey A. Weinman, Esq., a partner at Allen Vellone Wolf Helfrich
& Factor P.C., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Jeffrey A. Weinman, Esq.
Katharine S. Sender, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Tel: (303) 534-4499
Email: JWeinman@allen-vellone.com
KSender@allen-vellone.com
About Diversified Masonry, LLC
The Debtor manufactures commercial and residential stone, stucco,
brick and block for national builders, local municipalities and
residential clients.
Diversified Masonry, LLC in Denver, CO, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
24-11578) on April 3, 2024, listing $1,983,868 in assets and
$2,685,778 in liabilities. Dev Mahanti as manager/member, signed
the petition.
Judge Thomas B. Mcnamara oversees the case.
ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. serve as the Debtor's
legal counsel.
DOUG GROSS: Seeks to Hire Lippes Mathias as Bankruptcy Counsel
--------------------------------------------------------------
Doug Gross Construction, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
Lippes Mathias, LLP as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers, and duties of
the Debtor under Chapter 11 of the Bankruptcy Code;
(b) prepare all necessary legal documents and review financial
and other reports to be filed in this Chapter 11 case;
(c) advise the Debtor concerning, and prepare responses to,
legal papers that may be filed and served in this Chapter 11 case;
(d) advise the Debtor and assist in the negotiation and
documentation of financing agreements, debt and cash collateral
orders and related transactions;
(e) advise the Debtor with respect to any sales of assets and
negotiate and prepare the agreements, pleadings and other documents
related thereto;
(f) review the nature and validity of any liens asserted
against the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(g) advise the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of the
estate;
(h) counsel the Debtor in connection with the formulation,
negotiation and drafting of an anticipated plan of reorganization
and related documents;
(i) advise the Debtor concerning executory contracts and
unexpired lease assumptions, assignments and rejections and lease
restructurings;
(j) assist the Debtor in reviewing, estimating and resolving
claims asserted against the Debtor's estate;
(k) commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtor, protect assets of
the Debtor's Chapter 11 estate or otherwise further the goals of
completing its successful reorganization;
(l) represent the Debtor and/or Mr. DiNardo in connection with
any litigation matters which were being handled by Lippes Mathias
prior to the filing for which stay relief may be granted;
(m) provide general litigation and other nonbankruptcy legal
services as requested by the Debtor; and
(n) appear in court on behalf of the Debtor, as needed, in
connection with this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Daniel F. Brown, Senior Counsel $485
Justin J. Andreozzi, Partner $475
Various Senior Associates $370
Various Associates $295
Ethan R. Reger, Enrolled Agent $265
Melissa A. Brennan, Senior Paralegal $235
In addition, the firm will seek reimbursement for expenses
incurred.
As of the Debtor's Chapter 11 filing, Lippes Mathias held a
retainer in the amount of $20,679 for bankruptcy matters.
Daniel Brown, Esq., a senior counsel at Lippes Mathias, 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 firms can be reached through:
Daniel F. Brown, Esq.
Lippes Mathias, LLP
9145 Main Street
Clarence, NY 14031
Telephone: (716) 235-5031
Facsimile: (716) 633-0301
Email: dbrown@lippes.com
About Doug Gross Construction, Inc.
The Debtor specializes in all aspects of site work including land
clearing, complete bull dozer service, pond installation,
excavation of foundation and basements, installation of all septic
systems installation of municipal sewer lines, and so much more. It
also offers roll-off waste
Doug Gross Construction, Inc. in Painted Post, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. W.D.N.Y. Case
No. 24-20166) on March 25, 2024, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Larry K.
Knowles as president, signed the petition.
Judge Warren, USBJ oversees the case.
LIPPES MATHIAS LLP serve as the Debtor's legal counsel.
DOUG GROSS: Seeks to Hire Mengel Metzger Barr & Co. as Accountant
-----------------------------------------------------------------
Doug Gross Construction, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
Mengel Metzger Barr & Co. as accountants.
The firm's services include:
(a) preparing the Debtor's tax returns;
(b) reviewing and analyzing financial information prepared by
the Debtor;
(c) assisting the Debtor in preparing projections and other
financial information in connection with the Debtor's anticipated
Subchapter V Small Business Plan of reorganization; and
(d) providing such other services as the Debtor and Mengel
Metzger may, from time-to-time, deem necessary or appropriate.
The hourly rates being charged by Mengel Metzger are:
Matthew Green, CPA, Partner $435
Sean Rivers, Manager $240
Andrea Shields, Small Business $190
Administrative Support $145
Matthew Green, CPA, owner of Mengel Metzger, assured the court that
his firm is a disinterested person, within the meaning of the
Bankruptcy Code Section 101(14).
The firm can be reached through:
Matthew Green, CPA
Mengel Metzger Barr & Co.
333 East Water St. #200
Elmira, NY 14901
Phone: (607) 734-4183
Email: mgreen@mmb-co.com
About Doug Gross Construction, Inc.
The Debtor specializes in all aspects of site work including land
clearing, complete bull dozer service, pond installation,
excavation of foundation and basements, installation of all septic
systems installation of municipal sewer lines, and so much more. It
also offers roll-off waste
Doug Gross Construction, Inc. in Painted Post, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. W.D.N.Y. Case
No. 24-20166) on March 25, 2024, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Larry K.
Knowles as president, signed the petition.
Judge Warren, USBJ oversees the case.
LIPPES MATHIAS LLP serve as the Debtor's legal counsel.
DW TRUMP: Taps Law Office of Barry D. Haberman as Counsel
---------------------------------------------------------
DW Trump, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ The Law Office of Barry
D. Haberman as counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the continued management and operation of its business and
property;
b. advising and consulting with the Debtor on the conduct of
its Chapter 11 case, including all of the legal and administrative
requirements of operating in Chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtor's estate;
e. preparing pleadings;
f. representing the Debtor in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
g. advising the Debtor in connection with any potential sale
of its assets;
h. appearing before the bankruptcy court and any appellate
courts;
i. advising the Debtor regarding tax matters;
j. negotiating, preparing and seeking approval of a disclosure
statement and confirmation of a Chapter 11 plan; and
k. other necessary legal services.
The firm will be paid at these rates:
Barry Haberman, Esq. $425 per hour
Associate $275 per hour
The firm received a retainer in the amount of $8,000.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Barry Haberman, Esq., a partner at The Law Office of Barry D.
Haberman, 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:
Barry D. Haberman, Esq.
The Law Office of Barry D. Haberman
254 South Main Street, #404
New City, NY 10956
Tel: (845) 638-4294
Email: bdhlaw@aol.com
About DW Trump
DW Trump is primarily engaged in renting and leasing real estate
properties.
DW Trump, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22083) on Jan. 31,
2024, with $1 million to $10 million in both assets and
liabilities. Ephriam Weismandl, DW Trump treasurer, signed the
petition.
Judge Sean H. Lane oversees the case.
The Debtor is represented by Barry D. Haberman, Esq., at The Law
Office of Barry D. Haberman.
EIGER BIOPHARMACEUTICALS: Closes Sale of Zokinvy(R) to Sentynl
--------------------------------------------------------------
Sentynl Therapeutics, Inc. (Sentynl), a U.S.-based
biopharmaceutical company wholly-owned by Zydus Lifesciences, Ltd.
(Zydus Group), and Eiger BioPharmaceuticals, Inc. (OTC: EIGRQ), a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases, on
May 3 announced the closing of the sale of Eiger's
Zokinvy(R)(lonafarnib) program to Sentynl.
Zokinvy is the first and only treatment approved by the U.S. Food
and Drug Administration (FDA) to target the cause and symptoms of
progeria, also known as Hutchinson-Gilford progeria syndrome (HGPS)
and processing-deficient progeroid laminopathies (PDPL), in young
people 12 months of age and older. Collectively known as progeria,
HGPS and PDPL are ultra-rare, fatal, genetic premature aging
diseases that accelerate mortality in young patients. Following its
U.S. approval in 2020, Zokinvy secured approval in the European
Union and Great Britain (2022) and in Japan (January 2024).
Speaking on the acquisition, Dr. Sharvil Patel, Managing Director
of Zydus Lifesciences, said, "This acquisition marks an important
milestone in growing our portfolio of medicines for rare and orphan
diseases, which can have devastating consequences if left
untreated. We are focused on supporting patients to live healthier
and more fulfilled lives. The acquisition of Zokinvy directly
furthers this mission, as it has a demonstrated meaningful impact
on young patients and their families."
"It is an honor to add Zokinvy to our portfolio of products that
have a tangible impact on the lives of rare disease patients, whose
needs are too often unmet or overlooked," said Matt Heck, President
& Chief Executive Officer of Sentynl. "We are firmly committed to
provide best-in-class global access to Zokinvy and are eager to
serve the patients and their families affected by progeria. We are
grateful to Eiger and The Progeria Research Foundation for their
dedicated effort to develop and secure availability of this
life-changing product."
"We are pleased to complete this agreement with Sentynl, given our
shared commitment to supporting patients of life-threatening, rare
conditions with high unmet medical needs," said David Apelian, MD,
PhD, MBA, CEO of Eiger. "We thank The Progeria Research Foundation
for their continued support of Zokinvy."
Audrey Gordon, President and Executive Director of The Progeria
Research Foundation (PRF), added, "Without Zokinvy therapy,
children with progeria die of the same heart disease that affects
millions of normally aging adults, but by an average age of 14.5
years old. Zokinvy gives these beautiful children longer, healthier
lives. Since we first launched PRF in 1999, we have achieved
tremendous progress in global awareness, breakthrough research, and
treatment of progeria. We are thankful for our successful
partnership with Eiger, and are excited to now join forces with
Sentynl in our journey to continue advancing the research and
treatment of this syndrome, with the ultimate goal to find the
cure."
As previously disclosed by Eiger, on April 1, 2024, Eiger and its
direct subsidiaries filed voluntary petitions for relief under
chapter 11 of Title 11 of the United States Code (Chapter 11 Cases)
in the United States Bankruptcy Court for the Northern District of
Texas (Bankruptcy Court). On April 17, 2024, following the
completion of the auction held as part of the Eiger's
court-supervised sale process, Sentynl was designated the winning
bidder with a final bid during the auction of a base price in the
amount of $46.1 million less a credit in the amount of $0.9 million
for the termination fee resulting in a net base price in the amount
of $45.2 million, subject to certain purchase price adjustments,
including a reduction of $100,000 per diem if the sale closed after
April 24, 2024. At a hearing held on April 23, 2024, the Bankruptcy
Court approved the sale to Sentynl, with the sale closing on May 3,
2024. Under the terms of the acquisition, Sentynl acquired global
rights to Zokinvy and will be responsible for its manufacture and
commercialization.
For questions on continued access to Zokinvy, please contact the
Sentynl Cares support team at 1-888-251-2800 Monday-Friday, 8 am-8
pm ET. For inquiries after hours, follow the recorded
instructions.
About Progeria
Collectively known as progeria, Hutchinson-Gilford progeria
syndrome and progeroid laminopathies are ultra-rare, fatal, genetic
premature aging diseases that accelerate mortality in young
patients.
HGPS is caused by a point mutation in the LMNA gene, yielding the
farnesylated aberrant protein, progerin. Progeroid laminopathies
are genetic conditions of accelerated aging caused by a
constellation of mutations in the LMNA and/or ZMPSTE24 genes
yielding farnesylated proteins that are distinct from progerin.4,5
Without Zokinvy therapy, children with HGPS commonly die of the
same heart disease that affects millions of normally aging adults
(arteriosclerosis), by an average age of 14.5 years. Disease
manifestations include severe failure to thrive, scleroderma–like
skin, global lipodystrophy, alopecia, joint contractures, skeletal
dysplasia, global accelerated atherosclerosis with cardiovascular
decline, and debilitating strokes.3
About Zokinvy (lonafarnib)
Zokinvy is a first-in-class disease-modifying agent that blocks the
accumulation of defective progerin and progerin-like proteins which
leads to cellular instability and premature aging in children and
young adults with progeria. Zokinvy has demonstrated a
statistically significant survival benefit in children and young
adults with HGPS.1,4
The most commonly reported adverse reactions were gastrointestinal
(vomiting, diarrhea, nausea), and most were mild or moderate (Grade
1 or 2) in severity. Many progeria patients have received
continuous Zokinvy therapy for more than 10 years.1,2
Zokinvy is FDA approved for the treatment of patients 12 months of
age and older with a genetically confirmed diagnosis of
Hutchinson-Gilford progeria syndrome or a processing-deficient
progeroid laminopathy associated with either a heterozygous LMNA
mutation with progerin-like protein accumulation or a homozygous or
compound heterozygous ZMPSTE24 mutation.
For Important Safety Information and prescribing information for
Zokinvy in the U.S., please visit www.zokinvy.com.
Eiger licensed exclusive worldwide rights to lonafarnib for the
treatment of H-G progeria from MSD, the tradename of Merck & Co.,
Inc, Rahway, N.J., USA. MSD provided lonafarnib free of charge for
clinical studies supported by the PRF and waived royalty and
milestone obligations on lonafarnib from Sentynl for people living
with the condition.
Eiger and AnGes entered into an exclusive distribution agreement
for the treatment of HGPS and PDPL indications, Zokinvy
(Lonafarnib), in Japan on May 10, 2022. In March 2023, the Ministry
of Health, Labour and Welfare designated Zokinvy as an orphan
drug.
About Sentynl Therapeutics
Sentynl Therapeutics is a U.S.-based biopharmaceutical company
focused on bringing innovative therapies to patients living with
rare diseases. The company was acquired by the Zydus Group in 2017.
Sentynl's experienced management team has previously built multiple
successful pharmaceutical companies. With a focus on
commercialization, Sentynl looks to source effective and
well-differentiated products across a broad spectrum of therapeutic
areas to address unmet needs. Sentynl is committed to the highest
ethical standards and compliance with all applicable laws,
regulations and industry guidelines. For more information, visit
https://sentynl.com.
About Zydus Group
Zydus Lifesciences Ltd. with an overarching purpose of empowering
people with freedom to live healthier and more fulfilled lives, is
an innovative, global lifesciences company that discovers,
develops, manufactures, and markets a broad range of healthcare
therapies. The group has a significant presence in cancer related
therapies and offers a wide range of solutions with cytotoxic,
supportive & targeted drugs. The group employs over 26,000 people
worldwide, including 1,400 scientists engaged in R & D, and is
driven by its mission to unlock new possibilities in lifesciences
through quality healthcare solutions that impact lives. The group
aspires to transform lives through path-breaking discoveries. For
more information, visit https://www.zyduslife.com/zyduslife/.
About The Progeria Research Foundation
The Progeria Research Foundation (PRF) was established in 1999 by
the family of Sam Berns, a child with Progeria. Within four years
of its founding, the PRF Genetics Consortium discovered the
Progeria gene, a collaboration led by Dr. Francis Collins, Acting
Science Advisor to the President of the United States and former
Director of the National Institutes of Health (NIH). PRF has funded
and co-coordinated all Zokinvy associated clinical trials for
Progeria and Progeroid Laminopathies, conducted at Boston
Children's Hospital, and supports scientists who conduct Progeria
research worldwide. PRF's International Patient Registry includes
over 393 children with Progeria in 72 countries. PRF is the only
non-profit organization solely dedicated to finding treatments and
the cure for Progeria and its aging-related conditions, including
heart disease. The organization fills a void, putting these
children and Progeria at the forefront of scientific efforts. For
more information and to support PRF's mission, please visit
www.progeriaresearch.org.
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The Company's shares traded on Nasdaq under the symbol "EIGR".
Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead
Case No. 24-80040) on April 1,2024. In its petition, Eiger listed
$38.8 million in assets and $53.1 million in liabilities as of the
bankruptcy filing.
Eiger is represented by Sidley Austin LLP as its legal counsel,
Alvarez & Marsal as its financial advisor and SSG Capital Advisors,
LLC as its restructuring investment banker. Kurtzman Carson
Consultants LLC is the claims agent.
EIGER BIOPHARMACEUTICALS: Hires Sidley Austin LLP as Attorney
-------------------------------------------------------------
Eiger BioPharmaceuticals, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire Sidley Austin LLP as attorneys.
The firm will render these services:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
the Debtors' business;
(b) take all necessary action to protect and preserve the
Debtors' estates;
(c) prepare on behalf of the Debtors, as debtors in
possession, all necessary motions, applications, answers, orders,
reports, and other court filings and papers in connection with the
administration of the Debtors' estates;
(d) advise the Debtors concerning, and prepare responses to,
applications, motions, other pleadings, notices, and other papers
that may be filed by other parties in these Chapter 11 Cases;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest, attend court hearings, and
advise the Debtors on the conduct of their Chapter 11 cases;
(f) advise, negotiate, and assist with any sale or other
disposition of the Debtors' assets;
(g) prepare and refine on behalf of the Debtors a Chapter 11
plan, disclosure statement, and/or all related agreements and
documents necessary to facilitate an exit from these Chapter 11
Cases, take appropriate action on behalf of the Debtors to obtain
confirmation of such plan, and take such further actions as may be
required in connection with the implementation of such plan;
(h) provide legal advice and perform legal services with
respect to matters relating to corporate governance, the
interpretation, application or amendment of the Debtors'
organizational documents, material contracts, and matters involving
the Debtors with their officers, directors and managers;
(i) provide legal advice and legal services with respect to
litigation, tax, and other general legal issues for the Debtors to
the extent requested by the Debtors; and
(j) perform all other necessary legal services in connection
with the prosecution of these Chapter 11 Cases.
The firm will be paid at these rates:
Attorneys $760 to $2,550 per hour
Paraprofessional $570 to $590 per hour
Thomas Califano $1,875 per hour
Carlton Fleming $1,600 per hour
William Curtin $1,525 per hour
Charles Persons $1,525 per hour
Anne Wallice $1,350 per hour
Nathan Elner $1,150 per hour
Parker Embry $1,035 per hour
Chelsea McManus $895 per hour
Veronica Courtney $895 per hour
Jake Landreth $895 per hour
Raphael Rabinowitz $895 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
Prior to the petition date, the firm received $350,000 from the
Debtor as a retainer.
Thomas Califano, Esq., a partner at Sidley Austin, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Sidley
Austin disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The billing rates and material financial terms of
Sidley Austin's pre-bankruptcy engagement by the Debtor are set
forth in the application. Such billing rates are subject to
periodic increases but other material financial terms have not
changed postpetition compared to services provided to the Debtor
prepetition.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Sidley, in conjunction with the Debtors and A&M, is
developing a prospective budget and staffing plan for these Chapter
11 Cases for the period from the Petition Date to and including
June 30, 2024.
The firm can be reached at:
Thomas R. Califano, Esq.
William E. Curtin, Esq.
Anne G. Wallice, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: tom.califano@sidley.com
wcurtin@sidley.com
anne.wallice@sidley.com
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The Company's shares traded on Nasdaq under the symbol "EIGR".
Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead
Case No. 24-80040) on April 1,2024. In its petition, Eiger listed
$38.8 million in assets and $53.1 million in liabilities as of the
bankruptcy filing.
Eiger is represented by Sidley Austin LLP as its legal counsel,
Alvarez & Marsal as its financial advisor and SSG Capital Advisors,
LLC as its restructuring investment banker. Kurtzman Carson
Consultants LLC is the claims agent.
EIGER BIOPHARMACEUTICALS: Taps Ordinary Course Professionals
------------------------------------------------------------
Eiger BioPharmaceuticals, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to retain professionals utilized in the ordinary course of
business.
The Debtor needs ordinary course professionals to perform services
for matters unrelated to this Chapter 11 case.
The Debtor seeks to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtor does not believe that any of the ordinary course
professionals have an interest materially adverse to it, its
estates, creditors, or other parties in interest in connection with
the matter upon which they are to be engaged.
The OCPs include:
Kilpatrick Townsend and Stockton LLP
-- Legal Services
BFCD Chartered Accountants
-- Accounting Services
Firefly Solutions LLC
-- Compliance Related Services
KPMG
-- Accounting Services
McCarter & English LLP
-- Legal Services
Moss Adams LLP
-- Accounting and Consulting Services
Tepper & Eyster, PLLC
-- Legal Services
Wheelhouse
-- PR Services
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The Company's shares traded on Nasdaq under the symbol "EIGR".
Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead
Case No. 24-80040) on April 1,2024. In its petition, Eiger listed
$38.8 million in assets and $53.1 million in liabilities as of the
bankruptcy filing.
Eiger is represented by Sidley Austin LLP as its legal counsel,
Alvarez & Marsal as its financial advisor and SSG Capital Advisors,
LLC as its restructuring investment banker. Kurtzman Carson
Consultants LLC is the claims agent.
EIGER BIOPHARMACEUTICALS: Taps SSG Advisors as Investment Banker
----------------------------------------------------------------
Eiger BioPharmaceuticals, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire SSG Advisors LLC as investment banker.
The firm will render these services:
a. advise the Debtors on, and assist the Debtors in the
preparation of, an information memorandum describing the Debtors
and its management and financial status for use in discussions with
prospective purchasers and assist in the due diligence process for
a potential Sale Transaction;
b. assist the Debtors in developing a list of suitable
potential buyers who will be contacted on a discreet and
confidential basis after approval by the Debtors;
c. coordinate the execution of confidentiality agreements for
potential buyers wishing to review the information memorandum;
d. assist the Debtors in coordinating management calls and
site visits for interested buyers and work with the management team
to develop appropriate presentations for such calls and visits;
e. solicit competitive offers from potential buyers;
f. advise and assist the Debtors in structuring the Sale
Transaction, negotiating the Sale Transaction agreements with
potential buyers and evaluating the proposals from potential
buyers, including, without limitation, advising and negotiating
with respect to Sale Transaction structures that include, as may be
necessary or desirable, licenses, milestone and royalty payments
and/or assignments of intellectual property;
g. provide testimony in support of the Sale Transaction, as
necessary; and
h. otherwise assist the Debtors, its attorneys and
accountants, as necessary, through closing on a best efforts
basis.
The firm will be paid as follows:
a. Initial Fee. An initial fee of $100,000 payable upon
execution of the Engagement Agreement.
b. Monthly Fee. A monthly fee of $50,000 per month beginning
May 1, 2024 and on the first of each month thereafter during the
Engagement Term.
c. Transaction Fee. Upon the consummation of a Sale
Transaction to any party, SSG shall be entitled to a fee payable in
cash, in federal funds via wire transfer or certified check, at and
as a condition of closing of such Sale Transaction and as a direct
carveout from proceeds and cash, prior in right to any pre- and
post-petition secured debt, equal to (a) the greater of (i)
$600,000 or (ii) 3 percent of Total Consideration.
The Transaction Fee shall be reduced by 50 percent of the Monthly
Fees paid, beginning July 1, 2024. No credit shall be provided for
the Initial Fee or Monthly Fees paid prior to July 1, 2024.
J. Scott Victor, a managing director at SSG Advisors, disclosed in
a court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
J. Scott Victor
SSG Advisors, LLC
300 Barr Harbor Drive, Suite 420
West Conshohocken, PA 19428
Telephone: (610) 940-1094
Facsimile: (610) 940-4719
Email: jsvictor@ssgca.com
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The Company's shares traded on Nasdaq under the symbol "EIGR".
Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead
Case No. 24-80040) on April 1,2024. In its petition, Eiger listed
$38.8 million in assets and $53.1 million in liabilities as of the
bankruptcy filing.
Eiger is represented by Sidley Austin LLP as its legal counsel,
Alvarez & Marsal as its financial advisor and SSG Capital Advisors,
LLC as its restructuring investment banker. Kurtzman Carson
Consultants LLC is the claims agent.
EL 7 MARES: Seeks to Hire eXp Realty as Real Estate Agent
---------------------------------------------------------
El 7 Mares, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire eXp Realty as its real estate
agent.
eXp Realty's employment will be limited to providing ongoing
services in connection with the marketing and sale of real property
owned by Debtor.
The firm will receive a commission equal to 3 percent of the sales
price.
eXp Realty has no connection with and holds no interest adverse to
Debtor, according to court filings.
The firm can be reached through:
Frederico Gonzales
eXp Realty
17806 IH10 Ste 300
Helotes, Tx 78023
Phone: (210) 884-8121
About El 7 Mares, Inc.
El 7 Mares, Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50579) on April
2, 2024, listing $100,001 to $500,000 in both assets and
liabilities.
David T. Cain, Esq. at the the Law Office of David T. Cain
represents the Debtor as counsel.
ELITE KIDS: Hires Dmitriy Shakhnevich as Special Counsel
--------------------------------------------------------
Elite Kids Services Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Law Firm of
Dmitriy Shakhnevich as special counsel.
The Debtor needs the firm's legal assistance in connection with a
suit filed in the Supreme Court of the State of New York, County of
Kings, captioned as M.M., Olia Royzman v. Elite Kids Services Inc.,
and 1111 Avenue S Realty LLC, Case No. 517435/2021.
The firm will be paid at these rates:
Attorneys $300 per hour
Paralegals $100 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Dmitriy Shakhnevich, Esq.
Law Firm of Dmitriy Shakhnevich
233 Broadway, Suite 900
New York, NY 10279
Tel: (212) 913-9703
Fax: (212) 917-9702
About Elite Kids Services Inc.
Elite Kids Services, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 22-42915) on Nov. 22, 2022, with as much
as $1 million in both assets and liabilities. Judge Elizabeth S.
Stong oversees the case.
Alla Kachan, Esq., at the Law Offices of Alla Kachan, PC and Wisdom
Professional Services, Inc., serve as the Debtor's legal counsel
and accountant, respectively.
EMERGENT BIOSOLUTIONS: 4 Executives to Get $1.4M Retention Bonuses
------------------------------------------------------------------
Emergent BioSolutions Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on April 23, 2024, it
entered into amendments to letter agreements with the following
named executive officers of the Company regarding certain
compensation matters: Richard S. Lindahl, executive vice president,
chief financial officer and treasurer; Jennifer Fox, executive vice
president, External Affairs, general counsel and corporate
secretary; Coleen Glessner, executive vice president, Quality and
Ethics and Compliance; and Paul Williams, senior vice president,
Products Business. The Letter Agreements were entered into with
the executive officers in July 2023.
Pursuant to the Amendments, the Company will pay an additional
retention bonus of $399,753 to Mr. Lindahl, $380,250 to Ms. Fox,
$373,761 to Ms. Glessner and $292,501 to Mr. Williams. The
Additional Retention Bonuses are payable on or before Dec. 31,
2024, subject to each respective named executive officer's
continued employment with the Company through the date of payment.
Payment of the Additional Retention Bonuses and any unpaid portion
of the retention bonuses paid pursuant to the Letter Agreements may
be accelerated upon the Company's entry into a transaction support
agreement with one or more holders of the Company's funded
indebtedness.
The Amendments provide that the right to retain the Initial
Retention Bonuses and the Additional Retention Bonuses is subject
to continued employment with the Company until the earlier of (i)
July 26, 2024 for the Initial Retention Bonuses, (ii) Dec. 31, 2024
for the Additional Retention Bonuses, and (iii) 30 days following
any of (a) termination of employment with the Company without cause
or resignation for good reason, (b) the consummation of a change of
control transaction, or (c) certain events involving the conclusion
of a chapter 11 bankruptcy case involving the Company. If, prior
to the earliest of the events referred to in the preceding
sentence, an executive voluntarily terminates his or her employment
(other than as a result of death or disability) or if the
executive's employment is terminated for cause, the executive will
be required to repay the portions of the Initial Retention Bonus
and Additional Retention Bonus already received, less applicable
taxes.
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 8, 2024, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Senior
Secured Credit Facilities and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
ERCOLE USA: Hires Behren Law Firm as Special Counsel
----------------------------------------------------
Ercole USA LLC dba FBA Fortified and Ballistic Security, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Behren Law Firm as special counsel.
The Debtor needs the firm's legal assistance in connection with a
suit, Case No. COWE-23-004268, pending in the County Court for
Broward County Florida.
The firm will be paid as follows:
a. From the time of filing a response to the Debtor's complaint
or a demand for appointment of arbitrators is filed through the
entry of judgment or decision of the arbitrators, a 40 percent of
any recovery or any attorney fee awarded by the Bankruptcy Court;
b. If all the Defendants admit liability at the time of filing
their answers and request a trial only on damages, a 40 percent of
any recovery or any attorney fee awarded by the Bankruptcy Court;
c. An additional 15 percent of any recovery after notice of
appeal is filed or a post judgment relief or action is required for
recovery on the judgment or decision.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scott M. Behren, Esq., a partner at Behren Law Firm, P.A. 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:
Scott M. Behren, Esq.
Scott M. Behren P.A.
1930 N. Commerce Parkway Suite 4
Weston, FL 33326
Telephone: (954) 636-3802
Email: scott@behrenlaw.com
About Ercole USA LLC dba FBA Fortified
and Ballistic Security
Ercole USA LLC, d/b/a FBS Fortified and Ballistic Security and
Custom Security Doors, offers security doors and windows.
Ercole USA LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-10853) on Jan. 30, 2024. In the petition signed by David
Vranicar as managing director, the Debtor estimated $92,428 in
assets and $1,513,380 in liabilities.
Judge Mindy A Mora presides over the case.
Julianne Frank, Esq. at JULIANNE FRANK, ATTY AT LAW, is the
Debtor's counsel.
EVERYTHING BLOCKCHAIN: Delays 10-K Filing Due to Audit Completion
-----------------------------------------------------------------
Everything Blockchain, Inc. disclosed in a Form 12b-25 filed with
the U.S. Securities and Exchange Commission that the Company has
been unable to complete its Form 10-K for the year ended January
31, 2024, within the prescribed time because of delays in
completing the audit by its auditor. Such delays are primarily due
to the timing of the Company receiving and reviewing analysis
documentation from third-party professionals, including tax and
valuation advisors. The Company expects to file its Form 10-K
within the extension period of 15 calendar days provided under Rule
12b-25 of the Securities Exchange Act of 1934, as amended.
About Everything Blockchain
Headquartered in Fleming Island, Fla., Everything Blockchain, Inc.
(fka OBITX, Inc.) is primarily engaged in the business of
consulting and developing blockchain and cybersecurity related
solutions. Everything Blockchain is a technology company that is
blending blockchain, zero-trust, and database management technology
to create a platform to solve real world, practical business
problems.
Everything Blockchain, Inc. disclosed in its Quarterly Report on
Form 10-Q filed with the SEC for the period ended October 31, 2023,
that there is substantial doubt about its ability to continue as a
going concern. According to the Company, it had historically
negative cash flow and net losses. Though the year ended January
31, 2022 resulted in positive cash flow and net income, there are
no assurances the Company will generate a profit or obtain positive
cash flow in the future. The Company has sustained its solvency
through the support of its shareholder and chairman, Michael
Hawkins, or companies controlled by Michael Hawkins, which raise
substantial doubt about its ability to continue as a going
concern.
FARADAY FUTURE: Receives Delisting Notice From Nasdaq
-----------------------------------------------------
Faraday Future Intelligent Electric Inc. disclosed in a Form 8-K
filed with the Securities and Exchange Commission that it received
a letter from The Nasdaq Stock Market LLC dated April 24, 2024,
indicating that the Company was not in compliance with Nasdaq
Listing Rule 5810(c)(3)(A)(iii), as the Company's securities had a
closing bid price of $0.10 or less for ten consecutive trading
days. The letter indicated that, as a result, the Nasdaq staff has
determined to delist the Company's securities from The Nasdaq
Capital Market.
As previously reported, on Dec. 28, 2023, Nasdaq notified the
Company that the bid price of its listed securities had closed at
less than $1.00 per share over the previous 30 consecutive business
days and, as a result, did not comply with Listing Rule 5550(a)(2).
The Company was provided 180 calendar days, or until June 25, 2024,
to regain compliance with this rule.
Additionally, on April 18, 2024, Nasdaq notified the Company that
since it had not yet filed its Form 10-K for the year ended Dec.
31, 2023, it no longer complied with Listing Rule 5250(c)(1).
Pursuant to Listing Rule 5810(c)(2)(A), this deficiency is now an
additional basis for delisting.
The Company intends to request a hearing to appeal the Delisting
Determination by May 1, 2024, the latest date permitted, which will
stay the suspension of the Company's securities for 15 days from
the date of the request, during which time the Company's securities
will continue to be listed on The Nasdaq Capital Market. The
Company also intends to request an extended stay of the suspension
pending such hearing with Nasdaq's Hearings Panel.
If the Company fails to appeal the Delisting Determination by May
1, 2024, trading of the Company's common stock will be suspended at
the opening of business on May 3, 2024, and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will
remove the Company's securities from listing and registration on
The Nasdaq Stock Market.
The Company is considering all potential options available to it to
regain compliance with the aforementioned rules, including filing
its 2023 Annual Report on Form 10-K, timely filing its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2024, and
seeking stockholder approval for a reverse stock split.
About Faraday Future
Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- designs and engineers next-generation
intelligent, connected, electric vehicles. FF manufactures
vehicles at its production facility in Hanford, California, with
additional future production capacity needs addressed through a
contract manufacturing agreement with Myoung Shin Co., Ltd., an
automotive manufacturer headquartered in South Korea. FF has
additional engineering, sales, and operational capabilities in
China and is exploring opportunities for potential manufacturing
capabilities in China through a joint venture or other
arrangements.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going
concern.
The Company stated in its Quarterly Report for the period ended
Sept. 30, 2023, that based on its recurring losses from operations
since inception and continued cash outflows from operating
activities, the Company has concluded that there is substantial
doubt about its ability to continue as a going concern for a period
of one year from the date that these Condensed Consolidated
Financial Statements were issued.
FAXON ENTERPRISES: Seeks to Hire Dykema Gossett as Co-Counsel
-------------------------------------------------------------
Faxon Enterprises, Inc. d/b/a Henderson Fabrication seeks approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Dykema Gossett, PLLC as co-counsel.
The firm's services include:
(a) providing legal advice with respect to its powers and
duties as Debtor-in-Possession and the continued operation and
management of its business;
(b) attending the Initial Debtor Conference and Sec. 341
Meeting of Creditors;
(c) advising the Debtor and consulting on the conduct of this
Case, including all of the legal and administrative requirements of
operating in Chapter 11;
(d) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(e) preparing necessary applications, answers, ballots,
judgments, motions, notices, objections, orders, reports, and any
other legal instrument necessary in furtherance of its
reorganization;
(f) taking necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending actions commenced against the Debtor, and
representing the Debtor's interests in negotiations concerning
litigation in which the Debtor is involved, including objections to
claims filed against the Debtor's estate;
(g) reviewing prepetition executory contracts entered by the
Debtor and to determine which should be assumed or rejected;
(h) assisting the Debtor in the sale of its assets and
business as a going concern;
(i) consulting with the Debtor regarding tax matters;
(j) assisting the Debtor in the preparation of a Disclosure
Statement, the negotiation of a Plan of Reorganization with the
creditors in its case, and any amendments thereto, and seeking
confirmation of the Plan of Reorganization;
(k) performing all other legal services for the Debtor which
may become necessary to effectuate a reorganization of the
Bankruptcy Estate;
(l) take all necessary or appropriate actions as may be
required in connection with the administration of the Debtor's
estate, including with respect to a chapter 11 plan and related
disclosure statement; and
(m) performing all other legal services for the Debtor which
may become necessary to effectuate administration of the Debtor's
estate, including with respect to a chapter 11 plan and related
disclosure statement.
The firm will be paid at these rates:
Basil A. Umari, Senior Counsel $635 per hour
Nicholas Zugaro, Senior Counsel $525 per hour
As disclosed in the court filings, Dykema Gossett is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors' estates in matters upon which it is to be engaged.
The firm can be reached through:
Basil A. Umari, Esq.
Nicholas Zugaro. Esq.
DYKEMA GOSSETT PLLC
5 Houston Center
1401 McKinney Street, Suite 1625
Houston, TX 77010
Telephone: (713)-904-6900
Facsimile: (855) 262-3749
Email: bumari@dykema.com
Email: nzugaro@dykema.com
About Faxon Enterprises, Inc.
Faxon Enterprises, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80075) on March
24, 2024. In the petition signed by James E. Faxon, owner, the
Debtor disclosed up to $10 million in both asset and liabilities.
Judge Jeffrey P. Norman oversees the case.
Nicholas Zugaro, Esq., at Dykema Gossett PLLC, represents the
Debtor as legal counsel.
FAXON ENTERPRISES: Seeks to Hire McGinnis Lochridge as Co-Counsel
-----------------------------------------------------------------
Faxon Enterprises, Inc. d/b/a Henderson Fabrication seeks approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire McGinnis Lochridge LLP as co-counsel
The firm's services include:
(a) providing legal advice with respect to its powers and
duties as Debtor-in-Possession and the continued operation and
management of its business;
(b) attending the Initial Debtor Conference and Sec. 341
Meeting of Creditors;
(c) advising the Debtor and consulting on the conduct of this
Case, including all of the legal and administrative requirements of
operating in Chapter 11;
(d) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(e) preparing necessary applications, answers, ballots,
judgments, motions, notices, objections, orders, reports, and any
other legal instrument necessary in furtherance of its
reorganization;
(f) taking necessary actions to protect and preserve the
Debtor's estate;
(g) reviewing prepetition executory contracts entered by the
Debtor and to determine which should be assumed or rejected;
(h) assisting the Debtor in the sale of its assets and
business as a going concern;
(i) consulting with the Debtor regarding tax matters;
(j) assisting the Debtor in the preparation of a Disclosure
Statement, the negotiation of a Plan of Reorganization with the
creditors in its case, and any amendments thereto, and seeking
confirmation of the Plan of Reorganization;
(k) performing all other legal services for the Debtor which
may become necessary to effectuate a reorganization of the
Bankruptcy Estate; and
(l) performing all other legal services for the Debtor which
may become necessary to effectuate administration of the Debtor's
estate, including with respect to a chapter 11 plan and related
disclosure statement.
The firm will be paid at these rates:
Elias M. Yazbeck, Esq. $300 per hour
Chris L. Halgren, Esq. $650 per hour
Paralegals $220 per hour
The firm received a retainer in the amount of $10,000.
As disclosed in the court filings, McGinnis Lochridge does not
represent any interest adverse to the Debtors' estates in matters
upon which it is to be engaged.
The firm can be reached through:
Elias M. Yazbeck, Esq.
Christopher L. Halgren, Esq.
McGinnis Lochridge LLP
609 Main Street, Suite 2800
Houston, TX 77002
Telephone: (713) 615-8500
Facsimile: (713) 615-8585
Email: eyazbeck@mcginnislaw.com
Email: chalgren@mcginnislaw.com
About Faxon Enterprises, Inc.
Faxon Enterprises, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80075) on March
24, 2024. In the petition signed by James E. Faxon, owner, the
Debtor disclosed up to $10 million in both asset and liabilities.
Judge Jeffrey P. Norman oversees the case.
Nicholas Zugaro, Esq., at Dykema Gossett PLLC, represents the
Debtor as legal counsel.
FRANCISCAN FRIARS: Seeks to Tap Aidan McGrath as Canonical Counsel
------------------------------------------------------------------
Franciscan Friars of California, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Aidan McGrath, OFM as special canonical counsel.
Fr. McGrath is a practicing canonical attorney with experience
handling canonical-law issues involving the Order of Franciscans
Minor. He will advise the Debtor in matters of canonical law
involving Province succession and representation with canonical
governing bodies in Rome.
The hourly rates to be charged in this matter are:
Aidan McGrath, OFM $100
As disclosed in the court filings, Fr. McGrath is a disinterested
person and neither represents nor holds any interest adverse to the
Debtor, its estate, or the creditors.
Fr. McGrath can be reached at:
Aidan McGrath, OFM
Orden Franciscana
Curia Generale dei Frati Minori
Via di S. Maria Mediatrice, 25
00165 Roma, Italia
Tel: +39 06 684919
Fax: +39 06 6380292
Email: comgen@ofm.org
About Franciscan Friars of California
Franciscan Friars of California, Inc. is a tax-exempt religious
organization in Oakland, Calif. The Debtor was formed to provide
religious, charitable, and educational acts, ministry, and service
to the poor.
Franciscan Friars of California, Inc. filed its voluntary petition
for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on
December 31, 2023, listing $1 million to $10 million in assets and
$10 million to $50 million in liabilities. David Gaa, OFM,
president of the Debtor, signed the petition.
Judge William J. Lafferty oversees the case.
The Debtor tapped Binder Malter Harris & Rome-Banks LLP as
bankruptcy counsel; Hanson Bridgett LLP, Weintraub Tobin Chediak
Coleman Grodin Law Corporation, and Bledsoe, Diestel, Treppa &
Crane LLP as special counsel; and GlassRatner Advisory & Capital
Group LLC, doing business as B. Riley Advisory Services, as
financial advisor. Donlin, Recano & Company, Inc. is the Debtor's
administrative advisor.
The U.S. Trustee appointed an official committee of unsecured
creditors. The committee selected Lowenstein Sandler LLP and Keller
Benvenutti Kim LLP as counsel and Berkeley Research Group, LLC as
its financial advisor.
FRINJ COFFEE: Court OKs Cash Collateral Access Thru Oct 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Northern Division, authorized Frinj Coffee, Inc. to continue using
the cash collateral of the U.S. Small Business Administration,
through October 31, 2024.
The Debtor requires the use of cash collateral to pay the
reasonable expenses it incurs during the ordinary course of its
business.
As indicated at the hearing on the Continued Cash Collateral
Motion, the Debtor is authorized to pay $7,988 to D&O Insurance in
the month of May, 2024, an expense which the Debtor inadvertently
did not include on the budget attached to Debtor's Continued Cash
Collateral Motion.
The Small Business Administration is granted replacement lien on
all post-petition revenues of the Debtor to the same extent,
priority and validity that its lien attached pre-petition to the
personal property collateral. The scope of the replacement lien is
limited to the amount (if any) that the cash collateral diminished
post-petition as a result of the Debtor's post-petition use of the
cash collateral.
The Debtor will continue to remit adequate protection payments to
the Small Business Administration in the amount of $731 per month,
to be paid on the 1st day of each month and continuing until
further order of the Court.
A copy of the order is available at https://urlcurt.com/u?l=XUhYnY
from PacerMonitor.com.
About FRINJ Coffee
FRINJ Coffee, Incorporated is a coffee production firm that offers
coffee plant material, production consulting, post-harvest, and
marketing services. The Company creates a transformative experience
by connecting coffee drinkers to farmers, propelling the growth of
a coffee industry in Southern California. FRINJ currently supports
more than 65 farmers who are growing coffee in Santa Barbara,
Ventura, and San Diego counties as well as many more property
owners who are adding coffee to their crops.
FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan. 16,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. John A. Ruskey III, chief executive
officer, signed the petition.
Judge Ronald A. Clifford III oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger
represents the Debtor as bankruptcy counsel.
FYE SPORTS: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel
--------------------------------------------------------------
Fye Sports Cards, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Tran Singh, LLP as its
counsel.
The firm will render these services:
(a) analyze the financial situation and render advice and
assistance to the Debtors;
(b) advise the Debtors with respect to their rights, duties,
and powers;
(c) represent the Debtors at all hearings and other
proceedings;
(d) prepare legal papers;
(e) represent the Debtors at any meeting of creditors and such
other services as may be required during the course of the
bankruptcy proceedings;
(f) represent the Debtors in all proceedings before the court
and in any other judicial or administrative proceeding where their
rights may be litigated or otherwise affected;
(g) prepare and file a disclosure statement, if required, and
Subchapter V Plan of Reorganization;
(h) assist the Debtors in analyzing the claims of the
creditors and in negotiating with such creditors; and
(i) assist the Debtors in any matters relating to or arising
out of the captioned case.
The hourly rates of the firm's counsel and staff are as follows:
Susan Tran Adams $550
Brendon Singh $550
Mayur Patel $425
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a pre-petition retainer in the amount of $47,000
from the Debtors.
Brendon Singh, Esq., a partner at Tran Singh, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brendon Singh, Esq.
Tran Singh LLP
2502 La Branch Street
Houston, TX 77004
Telephone: (832) 975-7300
Facsimile: (832) 975-7301
Email: bsingh@ts-llp.com
About FYE Sports Cards LLC
FYE Sports Cards LLC is a sports card store in Colleyville, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31613) on April 10,
2024. In the petition signed by David Michael Fye, managing member,
the Debtor disclosed $58,561 in total assets and $1,783,388 in
total liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Susan Tran Adams, Esq., at TRAN SINGH, LLP, represents the Debtor
as legal counsel.
GABHALTAIS TEAGHLAIGH: Hires Michael Riley as Special Counsel
-------------------------------------------------------------
Gabhaltais Teaghlaigh LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Law Office of
Michael Riley as special counsel.
The firm will assist in the sale of the Debtor's real property
known as 147-175 Central Street, Lowell, Massachusetts, and four
properties subject to the Synergy mortgage, which the Debtor
anticipated to be sold as a single unit.
The firm will be paid at a flat fee of $2,500, except that should
unusual and/or expected circumstances arise, he reserved the right
to seek to change to an hourly rate. A separate fee will be charged
for each conveyance.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Riley, a partner at Law Office of Michael Riley 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:
Michael Riley
Law Office of Michael Riley
1661 WorcesterRoad
Framingham, MA 01701
Telephone: (508) 405-0831
About Gabhaltais Teaghlaigh LLC
Gabhaltais Teaghlaigh, LLC is a real estate rental company that
immediately prior to the petition date, owned six residential or
commercial properties.
Gabhaltais Teaghlaigh filed Chapter 11 petition (Bankr. D. Mass.
Case No. 22-10839) on June 15, 2022, with as much as $50,000 in
both assets and liabilities. Virginia Hung, a member, signed the
petition.
Judge Christopher J. Panos oversees the case.
David G. Baker, Esq., at Baker Law Offices, is the Debtor's
bankruptcy counsel.
GALLERIA 2425: Trustee Hires Hilco as Real Estate Broker
--------------------------------------------------------
Christopher R. Murray, the Trustee of Galleria 2425 Owner, LLC
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Hilco Real Estate, LLC as real estate
broker.
The firm will market and Sell the property located at 2425 West
Loop South, Houston, TX 77027.
The firm will be paid a commission equal to: (a) one-half percent
of the Gross Sale Proceeds for a sale according to the Stalking
Horse Agreement or other credit bid by National Bank of Kuwait,
S.A.K.P., New York Branch; or (b) two and one-half percent of the
Gross Sale Proceeds from a sale to any other party.
Eric Kaup, a partner at Hilco Real Estate, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric Kaup
Hilco Real Estate, LLC
5 Revere Drive, Suite 320
Northbrook, IL 60062
Tel: (847) 418-2703
Fax: (847) 897-0826
Email: jazuse@hilcoglobal.com
About Galleria 2425 Owner, LLC
Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B).
Galleria 2425 Owner LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5,
2023. In the petition filed by Dward Darjean, as manager, the
Debtor reports estimated assets between $10 million and $50 million
and estimated liabilities between $50 million and $100 million.
The Honorable Bankruptcy Judge Christopher M. Lopez oversees the
case.
The Debtor is represented by Melissa S Hayward, Esq., at Hayward &
Associates PLLC.
GALLERIA WEST: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Galleria West Loop Investments, LLC
1001 W. Loop South
Houston TX 77027
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Involuntary Chapter
11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-32143
Petitioner's Counsel: Kevin M. Madden, Esq.
THE LAW OFFICES OF KEVIN M. MADDEN, PLLC
16310 State Highway 249, Unit 1304
Houston, Texas 77064
Tel: 281-888-9681
Email: kmm@kmaddenlaw.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/I2X6LHA/Galleria_West_Loop_Investments__txsbke-24-32143__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
Gene McCubbin dba PopLabs Advertising $32,665
14315 Briarhills Pkwy
Houston TX 77077
GENESIS ENERGY: S&P Rates $500MM Senior Unsecured Notes 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Genesis Energy L.P.'s (GEL) $500 million senior
unsecured notes due 2032. The '3' recovery rating indicates our
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a default.
The company will use proceeds from this issuance to fully redeem
its 2026 notes and for general corporate purposes, including
repaying a portion of the revolver borrowings outstanding under its
credit facility.
The issuer credit rating on GEL of 'B' with a stable outlook is
unchanged. We expect GEL's leverage (S&P Global Ratings-adjusted)
will remain below 6.5x through 2024. We also expect the company
will maintain adequate liquidity for the next 12 months.
GEON PERFORMANCE: Moody's Affirms 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Ratings has affirmed GEON Performance Solutions, LLC's B2
Corporate Family Rating, B2-PD Probability of Default Rating and B2
senior secured revolving credit facility rating. At the same time,
Moody's has assigned a B2 rating to the $650 million four-year
senior secured first lien term loan, which is being repriced on
terms substantially similar to the existing credit agreement. The
rating has also taken into consideration the potential of
additional $50 million senior secured first lien term loan to be
issued, the proceeds of which will accrue to cash balance. The
existing senior secured first lien term loan will be withdrawn at
close. The outlook remains stable.
"Moody's expect GEON's sales and earnings will slightly improve in
2024 and its credit metrics will remain adequate for the B2 rating.
Its resilient profit margin, solid free cash flow generation and
good liquidity help mitigate the volatile demand from several key
end markets including building, infrastructure and automotive.
However, appetite for bold-on acquisitions and potential
shareholder remunerations constrain its credit profile," said
Jiming Zou, Moody's lead analyst for GEON.
RATINGS RATIONALE
Moody's expect earnings to slightly improve in 2024 from 2023
thanks to the end of destocking and better capacity utilization.
This should reduce its debt leverage to below 5.0x in 2024 from
5.3x at the end of 2023. GEON continues to generate free cash flow
given its relatively low capital intensity and good cash
conversion.
Management has recently indicated the company has a strong order
book for 2024 and Q2 2024 will likely become the best quarter since
Q3 2022. However, Moody's expect earnings improvement will be
limited by tepid demand from building construction, consumer
durables, automotive and other industrial end markets until the Fed
cuts interest rates. In particular, GEON has a large exposure to
residential construction activities which remain weak given the
elevated mortgage rates.
GEON's sales volume and prices were negatively affected by customer
destocking and slowing demand from building construction amid
rising interest rates in 2023. Adjusted debt/EBITDA rose to 5.3x at
the end of 2023, vs 4.1x a year ago. GEON reported $32 million
EBITDA in Q1 2024, which was up sequentially from Q4 2023, but $2
million less than Q1 2023. Despite the decline in sales volume,
GEON kept its gross margin at 20 cent per pound in 2023, which
underpins the company's competitive formulated polymer solutions
for customers.
GEON's rating is constrained by its significant exposure to
cyclical end markets such as the building and construction,
transportation, industrial and appliances industries. The credit
profile further considers its relatively small scale and
substantial geographic concentration in North America. The rating
is further tempered by the fragmented nature of the compounding
business with relatively low barriers to entry. The rating also
factors in its leveraged capital structure and the potential for
debt-funded acquisitions and dividends.
GEON's rating is supported by its extensive industry expertise with
a leading position in the polyvinyl chloride (PVC) compounding
market and as one of the top independent polypropylene (PP)
formulators and considerable expertise in other polymers such as
polyethylene, polycarbonates and nylons. GEON has a large,
well-established manufacturing footprint, well-known brand name and
a diverse customer base with stable and long-term relationships.
The rating also assumes that GEON will maintain its competitive
position during unanticipated prolonged economic downturns. GEON's
rating also incorporates low capital expenditure requirements due
to its asset-light business model, which should enable the company
to translate most of the EBITDA growth into free cash flow.
GEON has a good liquidity profile. The company reported $124
million in liquidity at the end of 2023, including about $65
million unrestricted cash and a fully undrawn revolver (net of
letter of credit). Its $60 million revolving credit facility has a
springing maximum First Lien Net Leverage Ratio of 6.65x, which
will be tested when outstanding balance exceeds 35% of the revolver
commitment. Moody's also expect the company to generate positive
annual free cash flow of at least $25 million a year.
The stable outlook assumes that GEON's financial and operational
performance will improve and credit metrics will be adequate for
the rating.
GEON's CIS-4 indicates that the rating is lower than it would have
been if ESG risk exposures did not exist. Environmental risks
related to the company's plant locations in the Gulf Coast and
governance risks as a result of its leveraged capital structure are
negative considerations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would likely upgrade the rating with expectations for
adjusted financial leverage (Debt/EBITDA) sustained below 3.5x,
retained cash flow-to-debt (RCF/Debt) above 15% on a sustained
basis and its sponsors adhere to more conservative financial
policies, including absolute debt reduction and no further
dividends to shareholders. An upgrade would also require increased
scale and geographic diversity.
Moody's could downgrade the rating with expectations for sustained
adjusted financial leverage exceeding 5.0x and negative free cash
flow, deterioration in liquidity, a significant debt-financed
acquisition or another sizable dividend to the sponsor.
GEON Performance Solutions, LLC, headquartered in Westlake, OH, was
formed after SK Capital Partners completed the acquisition of
Avient Corporation's (fka PolyOne Corporation) Performance Products
& Solutions business in October 2019. GEON is the leading polyvinyl
chloride compounder for the building and construction, industrial
and wire and cable end markets, a top 4 independent polyolefin
formulator and also provides contract manufacturing services for
customers. The company operates in two primary segments, Vinyl and
Engineered Polymer Solutions. GEON reported revenue of $698 million
in 2023.
The principal methodology used in these ratings was Chemicals
published in October 2023.
GET GREEN: Hires Rally Capital Services as Business Broker
----------------------------------------------------------
Get Green Recycling Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Illinois to hire
Rally Capital Services, LLC as its business broker.
Rally will market and sell the business and non-real property
assets located at 827 Oak Street, DeKalb, Illinois 60115 and 231 N.
10th Street, DeKalb, Illinois 60115.
Rally's fees for the professional services shall be based on an
hourly fee of $250.00 per hour
for Ryan Hayes' time and a "Success Fee" or "Transaction Fee" as
follows:
-- 5 percent of the first $1 million involved in the
Transaction
-- 4 percent of the second $1 million
-- 3 percent of the third $1 million
-- 2 percent of the fourth $1 million
-- 2 percent of everything thereafter
Rally Capital will be paid a retainer in the amount of $25,000.
Rally Capital will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel Lee, a managing member of Rally Capital Services, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Rally Capital can be reached at:
Daniel T. Lee
RALLY CAPITAL SERVICES, LLC
350 North LaSalle Street, Suite 1100
Chicago, IL 60654
Tel: (312) 645-1975
Email: dan@rallyllc.com
About Get Green Recycling Inc.
Get Green Recycling Inc. is a recycling center in Aurora,
Illinois.
Get Green Recycling Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-13092) on Sept. 30, 2023. The petition was signed by James
Meyers as president. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Judge Donald R. Cassling presides over the case.
Gregory J Jordan, Esq. at Jordan & Zito LLC represents the Debtor
as counsel.
GET GREEN: Seeks to Hire Sanford Stein Law as Special Counsel
-------------------------------------------------------------
Get Green Recycling Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire Sanford Stein
Law LLC as its special counsel.
The firm will represent the Debtor on environmental matters,
including a lawsuit filed in the United States District Court for
the Northern District of Illinois by the City of Aurora, Illinois
as case number 23-cv03187.
Sanford Stein, Esq., a principal Sanford Stein, will lead the case.
His current rate is $625 per hour.
The firm can be reached through:
Sanford M. Stein, Esq.
SANFORD STEIN LAW LLC
175 W. Jackson Blvd., Suite 950
Chicago, IL 60604
Tel: (312) 972-2701
Email: sanford@sanfordsteinlaw.com
About Get Green Recycling Inc.
Get Green Recycling Inc. is a recycling center in Aurora,
Illinois.
Get Green Recycling Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-13092) on Sept. 30, 2023. The petition was signed by James
Meyers as president. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Judge Donald R. Cassling presides over the case.
Gregory J Jordan, Esq. at Jordan & Zito LLC represents the Debtor
as counsel.
GHOST RECYCLING: Seeks to Hire A.Y. Strauss LLC as Legal Counsel
----------------------------------------------------------------
Ghost Recycling Group Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire A.Y. Strauss LLC as
counsel.
The firm's services include:
(a) providing the Debtor with advice and preparing all
necessary documents regarding debt restructuring, bankruptcy and
asset dispositions;
(b) taking all necessary actions to protect and preserve the
Debtor's estate during the pendency of the Debtor's Chapter 11
case;
(c) preparing legal papers;
(d) counseling the Debtor with regard to its rights and
obligations under the Bankruptcy Code;
(e) appearing in court; and
(f) performing all other legal services for the Debtor which
may be necessary and proper in these proceedings and in furtherance
of the Debtor's operations.
The firm will be compensated at a rate of $425 to $515 per hour.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $10,000.
Eric Horn, Esq., a partner at A.Y. Strauss, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric H. Horn, Esq.
Heike M. Vogel, Esq.
James P. Mansfield, Esq.
A.Y. STRAUSS, LLC
101 Eisenhower Parkway, Suite 412
Roseland, NJ 07068
Tel: (973) 287-5006
Fax: (973) 226-4104
About Ghost Recycling Group
Ghost Recycling Group Inc., a company in Little Ferry, N.J., filed
Chapter 11 petition (Bankr. D.N.J. Case No. 24-13649) on April 9,
2024, with $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities. Steven Carr, Jr., president, signed the
petition.
Eric H. Horn, Esq., at A.Y. Strauss, LLC represents the Debtor as
legal counsel.
GLOBAL FERTILITY: Trustee Hires Farrell Fritz P.C. as Counsel
-------------------------------------------------------------
Eric M. Huebscher, the Trustee of Global Fertility & Genetics New
York, LLC, seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Farrell Fritz, P.C. as
counsel.
The firm's services include:
a. assisting and advising the Trustee regarding his powers and
duties as trustee under Section 1106 of the Bankruptcy Code;
b. assisting the Trustee in obtaining control over, and
accounting for, property of the Debtor's estate;
c. assisting in any sales of property of the Debtor's estate;
d. assisting in the retention of other professionals needed by
the Trustee;
e. assisting in the Trustee's investigation regarding the
Debtor's transactions with, and transfers to, third parties,
including but not limited to, insiders and affiliates of the
Debtor;
f. taking all necessary steps to preserve the interest of the
Trustee and the Debtor's estate;
g. addressing, reviewing and engaging in discussions and
negotiation with parties in interest and creditors regarding the
proposed plans of reorganization filed in this case to date;
h. proposing and seeking confirmation of a chapter 11 proposes
by the Trustee, if appropriate;
i. preparing on the Trustee's on behalf all necessary motions,
applications, answers, orders, reports and papers necessary to the
administration of the Debtor's estate;
j. appearing before this Court, or any other court on matters
concerning the interests of the Trustee and the Debtor's estate;
and
k. performing such other tasks as requested by the Trustee in
the performance of his duties with respect to the Debtor's estate.
The firm will be paid at these rates:
Partners $650 to $1400 per hour
Counsel $510 to $880 per hour
Associates $345 to $595 per hour
Paralegals/Law clerks $205 to $430 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Farrell Fritz, Esq., a partner at Farrell Fritz, P.C., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Martin G. Bunin, Esq.
Patrick Collins, Esq.
Darren A. Pascarella, Esq.
Farrell Fritz, P.C.
622 Third Avenue, 37th Floor
New York, NY 10017
Tel: (212) 687-1230
Fax: (646) 237-1810
About Global Fertility & Genetics New York, LLC
Global Fertility & Genetics, New York, LLC, is a reproductive
endocrinology and fertility center in New York.
The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No.
23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740
in liabilities. Judge Philip Bentley oversees the case.
Michael J. Kasen, Esq., at Kasen & Kasen, P.C., is the Debtor's
legal counsel.
David Crapo is the patient care ombudsman appointed in the Debtor's
Chapter 11 case.
GNSP CORP: Asset Sale Proceeds to Fund Plan Payments
----------------------------------------------------
GNSP Corp., d/b/a RX Oasis, filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Small Business Plan under
Subchapter V dated April 22, 2024.
The Debtor is a Florida corporation formed in September of 2011.
The Debtor operates an independent pharmacy doing business as RX
Oasis and located at 9304 Balm Riverview Road in Riverview,
Florida.
The Debtor filed this case to restructure its balance sheet,
including approximately $2 million owed to the U.S. Small Business
Administration (the "SBA") for an Economic Injury Disaster Loan as
well as obligations to its other creditors.
The Plan provides for the sale of substantially all of the assets
of the Debtor to one or more purchasers, with the Debtor's cash on
hand and net sale proceeds to be distributed to the Debtor's
creditors as provided in the Plan.
Class 4 consists of All NonPriority Unsecured Claims. The
liquidated, scheduled and filed Class 4 unsecured claims of
creditors other than the SBA total $317,848.61. Claim No. 3 filed
by the SBA includes an unsecured claim in the amount of
$1,491,482.68.
Each holder of an allowed Class 4 claim will receive, on the
Effective Date of the Plan, a pro-rata share of unencumbered
proceeds after the payment of allowed Administrative Expense
Claims, allowed Priority Tax Claims, allowed Priority Claims, and
allowed secured claims. Class 4 is impaired by the Plan.
Class 5 is comprised of all equity interests in the Debtor, which
are owned by Todd Tortoretti and Richard Fagan. Mr. Tortoretti and
Mr. Fagan will retain their equity interests in the Debtor. No
distributions will be made to Mr. Tortoretti or Mr. Fagan until the
distributions to Class 1-4 have been made. Class 5 is unimpaired by
the Plan.
Payments required under the Plan will be funded from the cash on
hand of the Debtor and the net proceeds from the sale of the
Debtor's assets. The Debtor has entered into a term sheet with
Walgreens to purchase the following assets of the Debtor free and
clear of all liens: patient prescription files and records,
prescription drug inventory, and trademarks and trade names used by
the Debtor. The purchase price for the patient prescription files
and records will be an amount equal to $300,000 in cash paid on the
closing date and up to $150,000 in cash to be paid approximately 12
months after the closing date based on the daily average number of
prescriptions sold to Walgreens maintaining certain benchmark daily
amounts calculated on a 7-day calendar week.
The purchase price for the inventory shall be the average wholesale
price of the inventory less certain discounts based on the type of
inventory. A third party engaged by Walgreens is currently
conducting due diligence and, following such due diligence, the
Debtor anticipates entering into a definitive purchase and sale
agreement with Walgreens. The Walgreens term sheet does not provide
for the purchase of the Debtor's pharmacy license, and the Debtor
is exploring alternatives for the sale of its pharmacy license as
permitted by the restrictive covenants in the Walgreens term
sheet.
In the event of a sale to Walgreens and taking into account the
cash on hand of the Debtor, the Debtor believes it will be able to
(i) pay in full all allowed Administrative Expense Claims, allowed
Priority Tax Claims, allowed Priority Claims, and secured claims,
and (ii) make a distribution to unsecured creditors.
A full-text copy of the Small Business Plan dated April 22, 2024 is
available at https://urlcurt.com/u?l=xrT3ee from PacerMonitor.com
at no charge.
The Debtor's Counsel:
Amy Denton Mayer, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St., Suite 200
Tampa, FL 33602
Tel: 813-229-0144
E-mail: amayer@srbp.com
About GNSP Corp.
GNSP Corp. operates an independent pharmacy doing business as RX
Oasis and located at 9304 Balm Riverview Road in Riverview,
Florida.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00300) on January 22,
2024, with $1 million to $10 million in both assets and
liabilities. Todd Tortoretti, GNSP Corp.'s president, signed the
petition.
Judge Catherine Peek McEwen oversees the case.
Amy Denton Mayer, Esq., at Stichter, Riedel, Blain & Postler, P.A.
represents the Debtor as legal counsel.
GOL LINHAS: Loses Bid to Lock Up Plan Votes in Chapter 11 Cases
---------------------------------------------------------------
Douglas S. Mintz, Esq., Abbey Walsh, Esq., and Christiana G.
Johnson, Esq., of Schulte Roth + Zabel, on May 2 disclosed that in
an opinion issued on April 22, 2024, Judge Martin Glenn of the
Bankruptcy Court for the Southern District of New York rejected the
debtors' efforts to "lock up" plan votes in the chapter 11 cases of
GOL Linhas Aereas Inteligentes S.A. and certain of its affiliates.
The debtors sought to approve lock-up provisions that would have
bound counterparties to vote in favor of the debtors' plan without
detailing the specific terms of the plan itself or providing any
conditions to terminate the lock-up agreement. While courts widely
approve of lock-up provisions commonly seen in the form of
restructuring support agreements, Judge Glenn declared the lock-up
provisions at issue, "an impermissible lockup, not a common RSA."
See In re GOL Linhas Aereas Inteligentes S.A., No. 24-10118 (MG)
(Bankr. SDNY Apr. 22, 2024).
Background
GOL, a Brazilian aerospace company, and certain of its affiliates
filed chapter 11 bankruptcy petitions on Jan. 25th, 2024.
Thereafter, the debtors filed four motions seeking approval of
settlements with certain of their prepetition aircraft lessors.
Within each of the settlement agreements, the debtors included a
provision requiring the settling creditor to vote in favor of the
debtors' plan so long as (i) the terms of said plan were not
inconsistent with the terms of the settlement agreement, (ii) the
plan provided exculpation for the settling creditors and (iii) the
debtors would meet a minimum liquidity and leverage ratio on the
effective date of the plan. The lock-up did not require that the
plan comply with any other provisions, leaving the debtors free to
formulate a plan with the benefit of knowing that the settling
creditors would be obligated to vote in favor of it. Each of the
settlement agreements provided that the lock-up provision would not
be enforceable if the Court determined that it violated applicable
law. This gave the Court the option to approve the settlements
without also approving the lock-ups.
The US Trustee and the Unsecured Creditors' Committee objected to
the approval of the lock-up provisions within the settlements (but
did not object to the approval of the settlements, which resolved
disputes regarding unpaid lease payments and provided for the
assumption of the leases subject to certain agreed modifications).
The objections alleged that the lock-up provisions were improper
vote solicitations in violation of Section 1125(b) of the
Bankruptcy Code. Section 1125(b) of the Bankruptcy Code states:
An acceptance or rejection of a plan may not be solicited after the
commencement of the case . . . from a holder of a claim . . .
unless, at the time of or before such solicitation, there is
transmitted to such holder the plan or a summary of the plan, and a
written disclosure statement approved, after notice and a hearing,
by the court as containing adequate information.
The US Trustee argued that a lock-up of votes prior to the
formulation of a plan would allow the debtors to build "creeping
support" for any plan of their choosing and further, that the
lock-ups could act as a "poison pill" to thwart any plan opposed by
the debtors. Similarly, the Creditors' Committee argued that
approval of the lock-ups could open the floodgates for the debtors
to gather support for an unknown plan, which would have the effect
of disenfranchising creditors.
The debtors defended the lock-ups by arguing that they would allow
the debtors the certainty needed to move the cases forward and that
the lock-ups were permissible under existing case law. However,
none of the cases cited (In re Grupo Aeromexico, S.A.B. de C.V.,
No. 20-11563 (SCC) (Bankr. SDNY 2022); In re AMR Corp., No.
11-15463 (SHL) (Bankr. SDNY 2018); and In re Avianca Holdings S.A.,
No. 20-11133 (MG) (Bankr. SDNY 2023)) resulted in written
opinions.
Decision
In a bench ruling, Judge Glenn approved the settlements with the
aircraft lessors, but refused to approve the lock-up provisions.
Subsequently, Judge Glenn issued a written opinion to discuss the
rejection of the lock-ups and to differentiate them from
restructuring support agreements, which are commonly approved by
bankruptcy courts.
Judge Glenn made clear that his decision takes no issue with
existing precedents that except restructuring support agreements
from Section 1125's prohibition of solicitation of votes on a plan
prior to approval of a disclosure statement. Those precedents
provide that an RSA can be approved if it provides (1) the agreeing
creditors with meaningful information about the plan they are
agreeing to support and (2) the ability to rescind the agreement if
the plan does not materially comply with the agreed terms. RSAs
create a "‘base camp' for parties when there is no obvious path
to an easily confirmable plan," by outlining the basic elements of
a plan or a timetable of events. Op., at 13. This accomplishes two
policy objectives: First, it provides creditors with adequate and
accurate information, and second, it encourages productive
negotiations. Op., at 13-14.
In contrast, the opinion notes that the lock-ups at issue in the
GOL settlement agreements complied with neither of those
requirements, because the lock-ups were not tied to "any adequate
information about plan terms," and there was no meaningful ability
for the settling creditors to rescind the lock-up agreement because
the purported conditions to the lock-up were illusory, "requiring
their vote without regard for any legitimate concerns they may have
with the plan." Op., at 23, 24. As a result, the settling creditors
had effectively agreed to lock-up their vote without adequate
information regarding the terms of a plan or meaningful choice as
to how to vote on a plan, "essentially disenfranchising their votes
at a nascent stage in these cases." Op., at 22. This was an
improper solicitation under Section 1125(b).
Takeaways
RSAs are critical to the bankruptcy process and used regularly by
debtors to drive consensus prior to the confirmation process. Their
success, however, depends on the level of information shared
between the parties and the ability of the creditor counterparty to
make a meaningful choice when a plan is proposed.
While this opinion does not threaten or impair a debtor's ability
to negotiate a proper RSA with creditors, it does rebuke an attempt
by the debtors to indefinitely lock-up votes on a plan without
meaningful disclosure of the contents of the plan and the inclusion
of conditions under which the locked-up creditors may terminate the
agreement. Debtors, at least in the SDNY, must take heed of these
requirements in seeking approval of an RSA or other lock-up
agreement.
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc
as restructuring advisor, financial advisor and investment banker,
Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed
LLP as aviation related counsel. Kroll Restructuring
Administration LLC is the claims agent.
GRANT THORNTON: Moody's Assigns First Time B2 Corp. Family Rating
-----------------------------------------------------------------
Moody's Ratings assigned Grant Thornton Advisor Holdings LLC a B2
corporate family rating and a B2-PD probability of default rating.
Moody's also assigned a B2 rating to Grant Thornton Advisors LLC's
proposed backed senior secured first lien bank credit facilities
consisting of a $375 million revolving credit facility expiring
2029 and $1.8 billion term loan maturing 2031. The outlook is
stable for both entities. Grant Thornton is a US professional
services firm that offers audit, tax, and advisory services to
mostly US middle market business clients.
The proceeds of the proposed term loan, $1.4 million of new cash
equity from an investor group led by private equity sponsor New
Mountain Capital LLC ("New Mountain") and $950 million of equity
being rolled-over by Grant Thornton partners, will be used to
purchase the company, pay transaction-related fees, and add cash to
the balance sheet. Upon the close of the transaction, the company
will be 60% owned by the New Mountain-led investor group and 40% by
the Grant Thornton partners. The company expects the transactions
to close around May 31, 2024, at which time Grant Thornton will
convert its legal form to a corporation (LLC) from a partnership
(LLP) and change its fiscal year end to December 31 from July 31,
among other organizational changes.
As a result of the change in ownership, as well as the planned
modifications to the operating and financial model, Moody's
considers financial strategies as evolving. Moody's anticipates
aggressive financial strategies, notably through the use of debt
proceeds to complete acquisitions over the next several years. As
such, governance considerations were a key driver of the assigned
ratings.
RATINGS RATIONALE
The B2 CFR reflects high debt leverage, uncertainty regarding the
impact of the change in organization structure and partner
compensation on the business and Moody's anticipation for
aggressive financial strategies. Although Grant Thornton has a
broad industry focus and scale, it is smaller and offers fewer
services and more limited areas of expertise than the Big Four
accounting firms against which it competes. Revenue and
profitability are dependent on attracting and retaining key
revenue-producing employees and efficient utilization of
professionals. Larger advisory firms can make investments in
technology and off-shore service centers, among other things, which
drives Moody's anticipation for Grant Thornton to grow both
organically and through acquisitions. Moody's considers historical
financial information sufficient to assign credit ratings, but of
limited quality as it reflects the company's legacy partnership
structure. Moody's anticipates debt to EBITDA around 5.5 times for
the LTM period ended December 31, 2023 will fall to around 5.0x by
2025 if there are no debt funded acquisitions.
All financial metrics cited reflect Moody's standard adjustments.
The B2 rating is supported by a steady and non-cyclical revenue
stream from the audit and tax segment which make up two-thirds of
the revenue generated, high client and revenue retention rates and
low client and partner revenue concentration. The advisory segment
offers greater potential growth for revenue growth than audit and
tax; however, there are many more established consulting than audit
and tax competitors and the consulting revenue is cyclical. Moody's
anticipates interest coverage above 3.0 times, which is strong
compared to many other services issuers also rated in the B2 CFR
category. The company can cut variable costs and preserve cash when
cyclical pressure reduces revenue; therefore, Moody's expects
profitability rates will be less subject to cyclicality than
revenue. Moody's anticipates EBITDA margins around 15% over the
next 12 to 18 months.
The B2 ratings assigned to the senior secured credit facilities are
the same as the B2 CFR, reflecting the predominance of the credit
facilities in Grant Thornton's debt capital structure. Grant
Thornton Advisors LLC is a Delaware US LLC. Its direct parent is
Grant Thornton Advisors Holdings LLC, which Moody's anticipates
will provide financial statements. The credit facilities are
guaranteed by each (generally US) of its direct and indirect
subsidiaries and by Grant Thornton Advisors Holdings LLC. All
guarantees are secured by the assets of the guarantor on a
first-lien basis Certain immaterial subsidiaries do not provide
guarantees.
In connection with the transactions, Grant Thornton will enter into
an agreement with Grant Thornton LLP, a consolidated variable
interest entity that will remain a partnership, which will perform
traditional public accounting services consisting of performing
attest services. Grant Thornton and Grant Thornton LLP will operate
in an alternative practice structure.
A good liquidity profile, with ample free cash flow and the $375
million revolver available over the next 12 to 15 months, provides
additional support. Moody's expects the company to generate at
least $150 million of annual free cash flow, which will be able to
cover $18 million of mandatory annual term loan amortization. The
revolver might be needed to fund seasonal cash needs (notably
annual cash incentive compensation) and potential acquisitions.
Audit and tax segment seasonality may also contribute to
seasonality for Grant Thornton's revenue and free cash flow.
There are no financial covenants applicable to the term loan.
Access to the revolver is subject to maintaining maximum senior
secured first lien leverage below 9.0x, which is tested when the
revolver is 40% of more drawn. Moody's expects that the company
would be able to maintain an ample cushion under its financial
covenant if it is tested over the next 12 to 15 months.
Marketing terms for the senior secured credit facilities (final
terms may differ materially) include the following: incremental
pari passu debt capacity up to the greater of $375 million and 100%
of consolidated LTM EBITDA, plus unlimited amounts subject to a
5.5x first lien net leverage ratio . There is an inside maturity
sublimit up to the greater of $750 million and 200% of consolidated
LTM EBITDA, along with any incremental facilities incurred in
connection with an acquisition and investment. A "blocker"
provision restricts the transfer of material intellectual property
to unrestricted subsidiaries. The credit agreement provides some
limitations on up-tiering transactions, requiring affected lender
consent for amendments that subordinate the debt and liens unless
such lenders can ratably participate in such priming debt. Amounts
up to 200% of unused capacity from the Restricted Payments covenant
baskets and the General Investment basket may be reallocated to
incur debt.
The stable outlook reflects Moody's expectation for low-to-mid
single digit organic revenue growth, high revenue and partner
retention rates, debt to EBITDA around 5.0 times and free cash flow
to debt in a mid-to-high single digits percentage range over the
next 12 to 18 months. The stable outlook also reflects Moody's
anticipation of aggressive financial strategies, including for debt
funded acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Grant Thornton: 1) demonstrates
and maintains conservative financial policies; 2) sustains debt to
EBITDA below 5.0 times; and 3) maintains a good liquidity profile.
The ratings could be downgraded if: 1) revenue growth or
profitability rates decline, or if client or partner attrition
rates worsen; 2) the company sustains debt to EBITDA above 6.0x; 3)
or liquidity deteriorates.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Grant Thornton, headquartered in Chicago, Illinois, serves over
9,800 clients across various industries and has 46 offices within
the US. Moody's expects over $2.2 billion of revenue in 2025.
GRAPHIC PACKAGING: S&P Rates New $500MM Sr. Unsecured Notes 'BB'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '5'
recovery rating to Atlanta-based Graphic Packaging International
LLC's proposed $500 million senior unsecured notes due 2032. The
'5' recovery rating indicates S&P's expectation of modest (10%-30%;
rounded estimate: 10%) recovery in the event of a payment default.
The company intends to use the proceeds from these notes to repay
outstanding amounts under the senior revolving credit facility and
for general corporate purposes. The 'BBB-' issue-level rating and
'1' recovery rating on the company's secured notes are unchanged.
The '1' recovery rating indicates its expectation of very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default.
Despite some market softness and industrywide inventory destocking
affecting Graphic Packaging in 2023, the company was able to grow
S&P Global Ratings-adjusted EBITDA margins to over 20% with EBITDA
of $1.97 billion, compared to $1.67 billion in the previous year.
Revenues were essentially flat, with contributions from
acquisitions offsetting some organic revenue declines. The
company's diversified portfolio of end-markets served them well, as
difficulties in food and household markets were somewhat offset by
continued strength in its foodservice offerings, which saw strong
demand in the year. The EBITDA growth was achieved through strong
pricing and good cost controls, which offset volume and mix, labor,
and other cost inflation. This dynamic has continued into the first
quarter of the 2024, as revenues declined year over year by about
8% to $2.26 billion as food and household continue to decline over
stronger comparable from the previous year. S&P expects these
markets to begin recovering in the second half of the year as
demand patterns begin to normalize. Food service and beverage are
expected to remain strong through the year, which have been
supported by new innovations and product introductions. The company
is targeting $200 million of innovation sales growth this year.
Cash flows in 2024 will be affected by the elevated capital
spending of about $950 million, but will also include the sale of
the Augusta bleached paperboard manufacturing facility to
Clearwater Paper Corp., completed on May 1st, for net after tax
proceeds of about $550 million. S&P expects leverage will remain
around 3x by the end of 2024, compared to 3.2x to end 2023.
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default
occurring in 2028 following an abnormally weak macroeconomic
environment that reduces the company's end-market demand, which
leads to lower business volumes and rising raw material and energy
costs. Graphic Packaging's cash flow would become insufficient to
cover its interest expense, the required amortization on its term
loans, its working capital, and its maintenance capital outlays.
S&P assumes these conditions would impair the company's ability to
meet its fixed charges, which eventually drains its liquidity and
triggers a bankruptcy filing.
-- S&P believes Graphic Packaging's underlying business would
continue to have considerable value. Therefore, S&P expects that it
would emerge from bankruptcy rather than pursue a liquidation.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA multiple: 6.0x
-- EBITDA at emergence: $854 million
-- Jurisdiction: U.S.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $4.87
billion
-- Valuation split (obligors/nonobligors): 80%/20%
-- Priority claims: $680 million
-- Value available to secured debt (collateral/noncollateral):
$3.85 billion/$340 million
-- Secured debt claims: $3.85 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available to unsecured debt (collateral/noncollateral):
$0/$340 million
-- Pari passu secured deficiency claims: $5 million
-- Senior unsecured debt claims: $2.75 billion
--Recovery expectations: 10%-30% (rounded estimate: 10%)
Note: S&P said, "Debt amounts include six months of accrued
interest that we assume will be owed at default. Collateral value
includes asset pledges from obligors (after priority claims) plus
equity pledges in nonobligors. We generally assume usage of 85% for
cash flow revolvers at default."
GREEN ROADS: Unsecureds Will Get 23.1% in Liquidating Plan
----------------------------------------------------------
Green Roads, Inc., field with the U.S. Bankruptcy Court for the
Southern District of Florida a Disclosure Statement for the Chapter
11 Plan of Liquidation dated April 23, 2024.
The Debtor is a Delaware business corporation that had its
principal office in Deerfield Beach, Florida. The Debtor's products
were sold in thousands of retail locations and online at
greenroads.com with more than 30,000 five-star product reviews
before the commencement of the Chapter 11 Case.
On or about June 17, 2021, The Valens Co., a Canadian company,
purchased the Debtor. Valens, in turn, is a subsidiary of SNDL,
Inc., a Canadian company and the ultimate, indirect parent of the
Debtor. Valens acquired the Debtor in a transaction with an upfront
value of $40 million, including $25.4 million in common shares of
Valens and up to $14.6 million in cash, plus up to an additional
$20 million in earnout payments if certain goals were met following
the closing of the transaction.
The Debtor's losses are driven by two factors. The first is
increasing competition in the CBD industry. The second is supply
chain and other stressors due to Covid-19, including that many
small retailers closed down, thereby limiting the Debtor's
distribution network. However, even with changes, the Debtor's
income statement does not support its balance sheet, and Valens and
SNDL are unwilling to continue to fund the Debtor's operations
without a structured exit from the transaction. Consequently, the
Debtor has developed and is seeking to implement a chapter 11 exit
strategy as embodied in the Plan.
The Debtor conducted sales and bidding processes with respect to
the Purchased Assets (pursuant to the Bidding Procedures).
Together, the Purchased Assets represented substantially all of the
Debtor's assets. The successful bidder pursuant to the Bidding
Procedures was Global Widget, and the Court approved the Sale by
entry of the Sale Order on May 18, 2023. The Sale closed on May 31,
2023. Pursuant to the Sale, Global Widget paid $3,100,000.00 to the
Estate.
The Estate's assets to be administered by the Liquidating Trust
include: (i) all of the Debtor's Cash as of the Effective Date;
(ii) all Causes of Action not transferred, waived or settled during
the pendency of the Chapter 11 Case; (iii) all rights for payments
or proceeds owed by Global Widget under the terms of the Sale
Order; and (iv) all other assets of the Debtor's Estate as of the
Effective Date.
Class 1-A consists of the General Unsecured Claims. Except to the
extent that a holder of an Allowed General Unsecured Claim has been
paid by the Debtor prior to the Effective Date or agrees to
alternative classification or treatment, each holder of an Allowed
General Unsecured Claim shall receive their Pro Rata share of the
Distributable Cash from the Liquidating Trust in full and final
satisfaction, compromise, settlement and release of, and in
exchange for, each Allowed General Unsecured Claim. Distributions
to holders of Allowed General Unsecured Claims shall be made as
soon as practicable as the Responsible Person may determine.
For the avoidance of doubt, the amount of Distributions to holders
of the Allowed Founders' Claims and Allowed General Unsecured
Claims shall be, in all respects, pari passu, with the funding
coming from the same source, and the timing of Distributions to
these Allowed Claims being simultaneous. The treatment of the
Allowed Founders' Claims and Allowed General Unsecured Claims shall
be equal in all respects under this Plan. Class 1-A is Impaired.
This Class will receive a distribution of 23.1% of their allowed
claims.
Class 1-B consists of the Founders' Claims. Except to the extent
that a holder of an Allowed Founders' Claim has been paid by the
Debtor prior to the Effective Date or agrees to alternative
classification or treatment, each holder of a Founders' Claim shall
receive their Pro Rata share of the Distributable Cash from the
Liquidating Trust in full and final satisfaction, compromise,
settlement and release of, and in exchange for, each Founders'
Claim. Distributions to holders of Allowed Founders' Claims shall
be made as soon as practicable as the Responsible Person may
determine.
For the avoidance of doubt, the amount of Distributions to holders
of the Allowed Founders' Claims and Allowed General Unsecured
Claims shall be, in all respects, pari passu, with the funding
coming from the same source, and the timing of Distributions to
these Allowed Claims being simultaneous. The treatment of the
Allowed Founders' Claims and Allowed General Unsecured Claims shall
be equal in all respects under this Plan. Class 1-B is Impaired.
This Class will receive a distribution of 23.1% of their allowed
claims.
Class 2 consists of Equity Interests. Holders of Equity Interests
in Class 2 shall receive no Distribution under the Plan. Equity
Interests shall be automatically canceled, released, and
extinguished on the Effective Date.
Except as otherwise provided in the Plan or Liquidating Trust
Agreement, on the Effective Date, the Assets shall vest in and with
the Liquidating Trust free and clear of all Liens, Claims, or other
encumbrances because such Assets were transferred to, or received
by, the Debtor free and clear of all Liens and Claims pursuant to
the Sale Order. For the avoidance of doubt, the transfer of the
Assets to the Liquidating Trust shall be exempt from any stamp,
other transfer, sales, use or other similar tax. Further, after the
Effective Date, the Debtor shall have no interest in the
Liquidating Trust Assets and the transfer of the Assets to the
Liquidating Trust is absolute and irrevocable.
On the Effective Date, the Debtor, on its own behalf and on behalf
of the beneficiaries, and the Responsible Person, shall execute the
Liquidating Trust Agreement and all other necessary steps shall be
taken to establish the Liquidating Trust. Also on the Effective
Date, all of the Debtor's Assets shall vest in the Liquidating
Trust, including, but not limited to the Wind-Down Amount, the
right to any of the Debtor’s deposits, the Debtor's other Cash
and the Causes of Action. The Liquidating Trust shall be
established for the sole purposes of adjudicating Claims,
liquidating any remaining assets, if any, and distributing the
Assets for the benefit of the beneficiaries of the Liquidating
Trust, with no objective to continue or engage in the conduct of a
trade or business.
A full-text copy of the Disclosure Statement dated April 23, 2024
is available at https://urlcurt.com/u?l=UC5Kow from
PacerMonitor.com at no charge.
Counsel to the Debtor:
James R. Irving, Esq.
Dentons Bingham Greenebaum LLP
3500 PNC Tower, 101 S. Fifth Street
Louisville, KY 40202
Telephone: (502) 587-3606
Email: james.irving@dentons.com
- and -
Jonathan Kaskel, Esq.
Dentons US LLP
1 Alhambra Plaza, Penthouse
Coral Gables, FL 33134
Telephone: (305) 537-0009
Email: jonathan.kaskel@dentons.com
About Green Roads
Green Roads Inc. is a privately-owned CBD company that supplies
natural CBD infused products.
Green Roads Inc. filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11738) on March
6, 2023. In the petition filed by Julie Pilch, interim chief
executive officer, the Debtor reported between $1 million and $10
million in both assets and liabilities.
Judge Scott M. Grossman oversees the case.
Dentons Bingham Greenebaum LLP and Dentons US LLP serve as the
Debtor's counsel.
GREEN VALLEY: Seeks to Hire Thomas Jannarone as Special Counsel
---------------------------------------------------------------
Green Valley at ML Country Club, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ The Law
Office of Thomas Jannarone as special counsel.
The Debtor needs the firm's legal assistance in connection with the
renewal of its liquor license.
The firm will be paid at the rate of $425 per hour and a retainer
in the amount of $5,500. It will also receive reimbursement for
out-of-pocket expenses incurred.
As disclosed in court filings, Thomas Jannarone is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Thomas Jannarone, Esq.
The Law Office of Thomas Jannarone
705 16th Avenue, Suite 3
Lake Como, NJ 07719
Phone: (732) 681-0013
Email: tjannarone@jerseyshorelawyer.com
About Green Valley at ML Country Club
Green Valley LLC at ML Country Club, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No.
21-11747) on March 3, 2021. In the petition signed by Louis Sacco,
managing member, the Debtor disclosed total assets of up to $50,000
and total liabilities of up to $1 million. Judge Jerrold N.
Poslusny, Jr. oversees the case.
McDowell Law P.C. and Scott N. Silver, PC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
Wilmington Savings Fund Society, FSB, as lender, is represented by
Ballard Sphar, LLP.
GRYPHON ONLINE: Fruci & Associates II Raises Going Concern Doubt
----------------------------------------------------------------
Gryphon Online Safety, 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.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor, issued a "going concern" qualification in its report dated
April 29, 2024, citing that the Company has yet to achieve positive
cash flows from operations and has incurred losses from inception
and has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
The Company has yet to achieve positive cash flow from operations
and has incurred losses from inception of $12,042,100 which raises
substantial doubt about the Company's ability to continue as a
going concern. For the year ended December 31, 2023, the Company
reported a net loss of $2,082,821, compared to a net loss of
$3,174,318 for the year prior. The Company's revenue in 2023 were
$1,932,463, which represented a decrease of $213,692, or 10%, from
the revenues in 2022.
The Company's ability to continue as a going concern is dependent
upon management's ability 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.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/4sfcnbv9
About Gryphon Online Safety
Gryphon Online Safety, Inc. offers a patented cloud managed,
network-based, protection service platform that's powerful yet
simple. The platform involves a family of elegant, high performance
WiFi router systems, a simple to use App, and machine learning that
will continuously improve over time and usage. Gryphon was formed
in January 2014 and is a Delaware corporation headquartered in San
Diego, California.
As of December 31, 2023, the Company has $2,408,378 in total
assets, $3,490,408 in total liabilities, and $1,082,030 in total
stockholders' deficit.
HAMMER INTERNATIONAL: Case Summary & 10 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Hammer International Foundation, Inc.
600 SW 3rd Street, Suite 5100V
Pompano Beach, FL 33060
Business Description: The Debtor owns a commercial/industrial
property located at 3501 Via Real,
Carpinteria, CA having an estimated value of
$10 million; a real estate located at West
Bay South, Block Parcels 12, 260, and 20 in
Grand Caymand with an estimated value of $4
million; and a property located at West Bay
South, Block 212 (house with land) in Grand
Cayman valued at $1.7 million.
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10497
Debtor's Counsel: David B. Golubchik, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Total Assets: $91,042,694
Total Liabilities: $995,926
The petition was signed by Misty Hammer as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/S5YGHBQ/Hammer_International_Foundation__cacbke-24-10497__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. ABTEK Solutions Technology $3,017
18919 Celtic Street
Porter Ranch, CA 91326
2. Armand Hammer Pending $0
Foundation, Inc. Litigation
c/o Nelson Mullins
Riley & Scarboro
201 17th St. NW
#1700
Atlanta, GA 30363
3. Bull Canyon Consulting Fees $195,000
PO Box 248
Carpinteria, CA
93014
4. Bush Ross Legal Fees $41,030
PO Box 3913
Tampa, FL 33601
5. Coffey Burlington Legal Fees $85,104
2601 S. Bayshore Drive - P1
Miami, FL 33133
6. Grace Christian Academy Donations/ $92,000
21 Crescent Close Contributions
P.O. Box 31930
West Bay
Cayman Islands
7. Jim Fraser Pending $0
c/o Nelson Mullins Litigation
Riley & Scarboro
201 17th St. NW
#1700
Atlanta, GA 30363
8. Ritz Carlton Grand HOA Fees, $191,206
Caymand Islands Utilities,
PO Box 32348 Club Fees
Grand Cayman
KY1-1209
9. Travers Thorp Alberga Legal Fees $138,567
PO Box 472
Grand Cayman BWI
KY-1106
10. Victor Hammer Pending $0
c/o Nelson Mullins Litigation
Riley & Scarboro
201 17th St. NW
#1700
Atlanta, GA 30363
HELIX ENERGY: Reports $26.3 Million Net Loss in 2024 Q1
-------------------------------------------------------
Helix Energy Solutions Group, Inc. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $26.3 million on $296.2 million of net revenue for
the three months ended March 31, 2024, compared to a net loss of
$5.2 million on $250.1 million of net revenue for the same period
in 2023.
The Company's liquidity at March 31, 2024 included $323.8 million
of cash and cash equivalents and $95.6 million of available
borrowing capacity under the Amended ABL Facility. In March 2024,
the Company settled the remaining $40.2 million aggregate principal
amount of the 2026 Notes for $60.5 million in cash (excluding
costs), offset in part by $4.4 million from the settlement of the
remaining 2026 Capped Calls.
The Company's liquidity at December 31, 2023 included $332.2
million of cash and cash equivalents and $99.3 million of available
borrowing capacity under the Amended ABL Facility. In December
2023, the Company used $229.7 million of the cash proceeds from the
2029 Notes, as well as 1.5 million shares of common stock, to
repurchase $159.8 million aggregate principal amount of the 2026
Notes, offset in part by $15.6 million from the associated 2026
Capped Calls. On April 3, 2024, the Company paid $85.0 million of
earn-out consideration in cash to the seller in the 2022
transaction related to the acquisition of the Alliance group of
companies.
"In the current market environment, following the settlement of the
Alliance earn-out we expect strong ongoing operating performance
and cash flows, continued availability on the Amended ABL Facility
and reductions in Net Debt," the Company said. "We believe that
our cash on hand, internally generated cash flows and availability
under the Amended ABL Facility will be sufficient to fund our
operations and service our debt and other obligations over at least
the next 12 months."
The Company currently does not anticipate borrowing under the
Amended ABL Facility other than for the issuance of letters of
credit.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/yc39ejwh
About Helix Energy
Helix Energy Solutions Group, Inc. is an American oil and gas
services company headquartered in Houston, Texas.
As of March 31, 2024, the Company had $2.6 billion in total assets,
$1.15 billion in total liabilities, and $1.5 billion in total
stockholders' equity.
* * *
Egan-Jones Ratings Company on September 21, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Helix Energy Solutions Group, Inc.
HELIX ENERGY: Reports Q1 2024 Results, Incurs $26.3M Net Loss
-------------------------------------------------------------
Helix Energy Solutions Group, Inc. reported a net loss of $26.3
million for the first quarter 2024 compared to a net loss of $28.3
million for the fourth quarter 2023 and a net loss of $5.2 million
for the first quarter 2023. Net loss in the first quarter 2024 and
the fourth quarter 2023 included pre-tax losses of approximately
$20.9 million and approximately $37.3 million, respectively,
related to the retirement of the Company's Convertible Senior Notes
due 2026.
Helix reported adjusted EBITDA of $47.0 million for the first
quarter 2024 compared to $70.6 million for the fourth quarter 2023
and $35.1 million for the first quarter 2023.
Commenting on the Results, Owen Kratz, President, and Chief
Executive Officer of Helix, stated, "We are pleased with our first
quarter 2024 results, which reflect high utilization in Well
Intervention, good seasonal performance in Robotics and the
commencement of operations on the Q7000 offshore Australia. We
have also resumed production on our Thunder Hawk wells. As
expected, our Shallow Water Abandonment segment results reflect the
seasonally slower winter activity in the Gulf of Mexico shelf, as
well as a near-term softening in that market. Our first quarter
results improved year over year, with higher revenue, EBITDA and
Free Cash Flow, despite the pull-back in Shallow Water Abandonment.
During the first quarter 2024, we retired the remaining 2026
Notes, and in early April we settled the Alliance earn-out,
satisfying our significant near-term cash obligations. With the
elimination of the convertible notes, we have returned to a
traditional capital structure and can continue to focus on the
execution on our Energy Transition strategy."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/289amut7
About Helix Energy
Helix Energy Solutions Group, Inc. is an international offshore
energy services company that provides specialty services to the
offshore energy industry, with a focus on well intervention,
robotics and full-field decommissioning operations. The Company's
services are key in supporting a global energy transition by
maximizing production of existing oil and gas reserves,
decommissioning end-of-life oil and gas fields and supporting
renewable energy developments.
Helix Energy incurred a net loss of $10.84 million in 2023, a net
loss of $87.78 million in 2022, and a net loss of $61.68 million in
2021.
* * *
Egan-Jones Ratings Company on September 21, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Helix Energy Solutions Group, Inc.
HILCORP ENERGY: S&P Rates New Senior Unsecured Notes 'BB+'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Texas-based privately-held oil and gas
exploration and production company Hilcorp Energy I L.P. (HEI) and
Hilcorp Finance Co.'s proposed $500 million senior unsecured notes
due in 2034. The '3' recovery rating indicates S&P's expectation
for meaningful (50%-70%; rounded estimate: 65%) recovery in the
event of a payment default. Its 'BB+' issuer credit rating and
stable outlook on the company are unchanged.
The notes will rank equally in right of payment with the company's
current and future unsecured debt. They will be guaranteed on an
unsecured, unsubordinated basis by HEI's restricted subsidiaries.
The company intends to use net proceeds (after deduction of initial
purchasers' discount and offering expenses) to repay borrowings
under its senior secured credit facility, as well as for general
partnership purposes. As of Dec. 31, 2023, the company had
approximately $860 million of outstanding borrowings under its
senior secured credit facility, with a total committed amount of
$1.75 billion. Pro forma for the new issuance and repayment of
about $361 million in borrowings under HEI's facility year-to-date
in 2024, Hilcorp will have about $7 million drawn on its credit
facility. The new issuance will also extend Hilcorp's
weighted-average maturity to seven years from 6.3 years. S&P notes
that its liquidity profile is underpinned by target minimum
liquidity of approximately $800 million under the credit facility.
Issue Ratings - Recovery Analysis
Key analytical factors
-- S&P's simulated default considers sustained low commodity
prices, consistent with the conditions of past defaults in this
sector.
-- S&P bases its valuation on a company-provided consolidated
PV-10 report, using Dec. 31, 2023 proven reserves evaluated at our
recovery price deck assumptions of $50 per barrel for West Texas
Intermediate (WTI) crude oil and $2.50/mmBtu for Henry Hub natural
gas.
-- S&P's recovery analysis for Hilcorp also incorporates the $1.75
billion in commitments on its senior secured reserve-based lending
facility, which it assumes would be fully drawn at default.
-- S&P said, "Our recovery analysis for Hilcorp also considers a
contingent earnout obligation at its restricted subsidiary Hilcorp
North Slope (HNS), which is unsecured and we understand is
non-recourse to all other Hilcorp subsidiaries besides HNS. We note
that HNS also guarantees the unsecured notes. At our assumed
default scenario, we estimate the PV-10 value for the earnout at
about $1 billion based on current earnout terms assuming a $50 per
barrel Alaska North Slope crude oil price in line with our recovery
price deck assumptions."
Simulated default assumptions
-- Simulated year of default: 2029
-- Jurisdiction (Rank A): The company is headquartered in the
U.S., and most of its revenue and assets are located domestically.
S&P adjusted its gross enterprise value (EV) to account for
restructuring administrative cost (estimated at about 5% of gross
value).
Simplified waterfall
-- Net EV (after 5% in administrative costs): $12.2 billion
-- Total collateral value available to the secured reserve-based
lending facility: $12.2 billion
-- Secured first-lien debt: $1.82 billion
--Recovery expectations: Not applicable
-- Total value available to unsecured claims: $10.4 billion
-- Senior unsecured claims: $6.7 billion
--Recovery expectations: 50%-70% (rounded estimate: 65%)
All debt amounts include six months of prepetition interest. S&P
generally caps recovery ratings on unsecured debt issued by
corporate entities that it rates 'BB-' or higher at '3' (50%-70%
recovery) to account for the risk of priority or pari passu debt
being added on the path to default.
ILUSTRATO PICTURES: Pipara & Co Raises Going Concern Doubt
----------------------------------------------------------
Ilustrato Pictures International Inc. disclosed in a Form 10-K
Report filed with the U.S. Securities and Exchange Commission for
the fiscal year ended December 31, 2023, that its auditor expressed
substantial doubt about ILUS's ability to continue as a going
concern.
Ahmedabad, India-based Pipara & Co LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 01, 2024, citing that the Company suffered losses from
operations in CY 2023, and CY 2022, and has a net capital
deficiency in the period ended December 31, 2023, and 2022 that
raises substantial doubt about its ability to continue as a going
concern.
The Company has incurred operating losses, and as of December 31,
2023, the Company also had a working capital deficit and an
accumulated deficit. These factors raise substantially doubt about
the Company's ability to continue as a going concern.
"We incurred net loss for the group of $2,316,756 for the year
ended December 31, 2022, compared to a net loss of $10,503,508 for
the same period ended December 31, 2023," the Company explained.
Management also believes the Company needs to raise additional
capital for working capital purpose. There is no assurance that
such financing will be available in the future.
A full-text copy of the Company's Form 10-K is available at
https://tinyurl.com/5n8brfw5
About ILUS
Ilustrato Pictures International Inc. is a corporation registered
in Nevada and operating out of New York and Dubai. The company has
acquired and integrated businesses in the global industries of
technology, engineering, and manufacturing, with a specific focus
on public safety. ILUS has a history of developing and
manufacturing Emergency Services products, including Emergency
Response vehicles, Special Vehicle conversions, Commercial EVs, and
IoT Technology. Additionally, the company intends to acquire
complimentary companies that have disruptive technology and strong
management, with the potential for rapid growth that may benefit
from cross-pollination of territories, products, and skills offered
by ILUS's other group companies. ILUS operates as a holding
company, leveraging its subsidiaries to engage in public safety,
technology, engineering, and manufacturing.
As of December 31, 2023, the Company has $62,487,166 in total
assets, $32,579,545 in total liabilities, and $29,987,621 in total
stockholders' equity.
IMPERIAL PACIFIC: Hires Michael Chen as Special Litigation Counsel
------------------------------------------------------------------
Imperial Pacific International (CNMI), LLC seeks approval from the
U.S. Bankruptcy Court for the District of Northern Mariana Islands
to hire Michael Chen Law Offices as its special litigation
counsel.
The firm will assist the Debtor in litigation matters that may
arise in this case.
The current billing rate for the primary attorney, Michael Chen,
Esq., is $350 per hour.
Mr. Chen, a partner at Michael Chen Law Offices, assured the court
that his firm is a "disinterested person" as defined in 11 U.S.C.
101(14).
The firm can be reached through:
Michael Chen, Esq.
Law Office of Michael Chen
3333 S. Brea Canyon Road, Suite 214
Diamond Bar, CA 91765
Phone: (626) 225-6295
E-mail: mchen@mcheniplaw.com
About Imperial Pacific International (CNMI)
Imperial Pacific is engaged in the gaming and resort business.
Imperial Pacific International (CNMI), LLC filed its voluntary
petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr.
D. N.M.I. Case No. 24-00002) on April 19, 2024. At the time of
filing, the Debtor estimated $10 million to $50 million in assets
and $100 million to $500 million in liabilities. The petition was
signed by Howyo Chi as manager.
Judge Ramona V. Manglona presides over the case.
Charles H. McDonald, II, Esq. at Mcdonald Law Office, LLC
represents the Debtor as counsel.
IMPERIAL PACIFIC: Taps Choi & Ito and McDonald Law as Co-Counsel
----------------------------------------------------------------
Imperial Pacific International (CNMI), LLC seeks approval from the
U.S. Bankruptcy Court for the District of Northern Mariana Islands
to hire Choi & Ito, Attorneys at Law and McDonald Law Office as its
co-counsel.
The counsels will render these services:
a. advise the Debtor with respect to the requirements and
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, Local Bankruptcy Rules, United States Trustee Guidelines
and any other bankruptcy-related laws, rules or regulations which
may affect the Debtor;
b. assist the Debtor in an analysis of bankruptcy-related
options and formulation of a Chapter 11 plan of reorganization;
c. advise the Debtor concerning the rights and remedies of the
estate and of the Debtor in regard to adversary proceedings which
may be removed to, or initiated in, the Bankruptcy Court;
d. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court in any action where the rights of the estate or
the Debtor may be litigated, or affected; and
e. provide such other services to the Debtor as may be
necessary in the case.
The counsels will be paid as follows:
Chuck C. Choi $450 per hour
Allison A. Ito $300 per hour
Charles McDonald $350 per hour
McDonald Law received $55,000 from the Debtor, and Choi and
Itoreceived $61,407.30 for work prior to the Debtor's Chapter 11,
including work in anticipation of the bankruptcy filing.
As disclosed in the court filings, Choi & Ito and McDonald Law each
separately qualifies as a "disinterested person" as that term is
used in 11 U.S.C. Sec. 327(a) and as defined at 11 U.S.C. Sec.
101(14), and that each represents no interest adverse to the
Debtor's estate.
The firms can be reached through:
Chuck C. Choi, Esq.
Allison A. Ito, Esq.
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Telephone: (808) 533-1877
Facsimile: (808) 566-6900
Email: cchoi@hibklaw.com
E-mail: aito@hibklaw.com
- and -
Charles H. McDonald II, Esq.
MCDONALD LAW OFFICE
2nd Floor ICC, Room 203
Gualo Rai, Saipan, MP 96950
Telephone: (866) 967-7567
E-mail: charles@mcdonald.law
About Imperial Pacific International (CNMI)
Imperial Pacific is engaged in the gaming and resort business.
Imperial Pacific International (CNMI), LLC filed its voluntary
petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr.
D. N.M.I. Case No. 24-00002) on April 19, 2024. At the time of
filing, the Debtor estimated $10 million to $50 million in assets
and $100 million to $500 million in liabilities. The petition was
signed by Howyo Chi as manager.
Judge Ramona V. Manglona presides over the case.
Charles H. McDonald, II, Esq. at Mcdonald Law Office, LLC
represents the Debtor as counsel.
INSOURCE SUPPLIES: Taps Goldberg Weprin as Bankruptcy Counsel
-------------------------------------------------------------
Insource Supplies, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Goldberg Weprin
Finkel Goldstein LLP as its bankruptcy counsel.
The firm will provide these services:
a. provide the Debtor with all necessary representation in
connection with this Chapter 11 case, as well as the Debtor's
responsibilities as debtor-in-possession;
b. represent the Debtor in all proceedings before the U.S.
Bankruptcy Court and the Office of the U.S. Trustee;
c. review, prepare and file all necessary legal papers,
applications, motions, objections, adversary proceedings, and
reports on the Debtor's behalf; and
d. render all other legal services required by the Debtor in
negotiating a mortgage restructuring the secured debt and achieving
confirmation of a plan of reorganization.
The firm will be paid at these rates:
Attorneys $685 per hour
Associates $275 to $500 per hour
The firm received from the Debtor a retainer of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin Nash, a partner at Goldberg Weprin Finkel Goldstein,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave.
New York, NY 10017
Telephone: (212) 221-5700
Facsimile: (212) 730-4518
Email: knash@gwfglaw.com
About Insource Supplies
Insource Supplies, LLC is a New York-based medical supply company
operating mainly in the secondary market. It was first organized in
2020 and was able to immediately capitalize on the demand for
personal protective equipment (e.g. gloves and masks) arising out
of the Covid-19 pandemic.
Insource Supplies filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10571) on
April 2, 2024, with $1 million to $10 million in both assets and
liabilities.
Judge John P. Mastando, III oversees the case.
J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein, LLP
represents the Debtor as legal counsel.
INTERMEDIA HOLDINGS: S&P Withdraws 'CCC+' Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Intermedia
Holdings Inc., including its 'CCC+' issuer credit rating on the
company and 'CCC+' issue-level rating on the first-lien debt, at
the issuer's request. At the time of the withdrawal, S&P's rating
outlook on the company was stable.
JAMBYS INC: Court OKs Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Jambys, Inc. and Jambys NYC Inc. to use cash collateral, on an
interim basis, in accordance with the budget.
The Debtors have an immediate need to use the cash collateral to,
among other things, fund the orderly continuation of their
business, maintain the confidence of their customers and vendors,
pay their operating expenses, and preserve their going-concern
value.
Subject to entry of the Final Order, the Debtors stipulate that:
(i) on June 1, 2022, Debtor Jambys Inc. and Talent Art Fashion
Design Ltd. entered into a loan agreement, as amended on June 1,
2023, which provided Jambys with a loan of $1 million and (ii) as
of the Petition Date, approximately $1 million remains due and
owing under the Talent Art Loan Agreement.
The Debtors currently maintain their primary operating bank account
with last four digits 3238 at Thread Bank. As of the Petition Date,
there was approximately $70,000 in cash collateral.
The court said all of the cash collateral will only be used to: (i)
finance the Debtors' working capital needs and for any other
general corporate purposes; and (ii) pay related transaction costs,
fees, liabilities, and expenses (including professional fees and
expenses) and other administrative costs incurred in connection
with and for the benefit of the Chapter 11 Cases, and will only be
used and/or applied in accordance with the terms and conditions of
the Interim Order and the 13-week budget.
As adequate protection, the Prepetition Secured Party is granted
replacement security interests in and liens upon all of the cash
collateral as of the Petition Date; provided, that the Adequate
Protection Liens will be junior to any existing undisputed, valid,
enforceable liens that (i) are properly perfected or (ii) can be
properly perfected postpetition.
In accordance with 11 U.S.C. section 361(1) and the terms of the
Budget, the Debtors will make weekly payments as set forth in the
Budget towards the principal amount of the Talent Art Loan.
The Debtors' right to use the cash collateral will terminate on the
earliest to occur of any of these events:
a. failure of the Debtors to abide by the material terms,
covenants, and conditions of the Interim Order;
b. the dismissal of the Chapter 11 Cases, the conversion of the
Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code,
the expansion of powers of the Subchapter V Trustee, or the removal
of the debtor in possession in accordance with section 1185 of the
Bankruptcy Code; or
c. an order of the Court is entered reversing, staying, vacating,
or otherwise modifying in any material respect the terms of the
Interim Order.
A final hearing on the matter is set for June 5, 2024, at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=VctFGb
from PacerMonitor.com.
About Jambys, Inc.
Jambys, Inc. offers super-soft unisex apparel designed for maximum
comfort at home.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10913) on April
30, 2024. In the petition signed by John Ambrose, president and
Co-CEO, the Debtor disclosed $1,217,218 in assets and $6,826,170 in
liabilities.
Judge Karen B. Owens oversees the case.
PASHMAN STEIN WALDER HAYDEN, P.C. represents the Debtor as legal
counsel.
JANONE INC: Raises Going Concern Doubt Amid Financial Challenges
----------------------------------------------------------------
JanOne Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
March 30, 2024, that substantial doubt exists about its ability to
continue as a going concern.
According to the Company, it currently faces a challenging
competitive environment and is focused on improving its overall
profitability and liquidity, which includes managing expenses. The
Company reported a net loss from continuing operations of
approximately $2.1 million for the 13 weeks ended March 30, 2024.
Additionally, as of March 30, 2024, the Company has total current
assets of approximately $1.2 million and total current liabilities
of approximately $8.1 million, resulting in a net negative working
capital of approximately $6.9 million. Cash used in operations from
continuing operations was approximately $544,000. Additionally,
stockholders' equity, as of March 30, 2024, is approximately $3.8
million. These issues raise substantial doubt about the Company's
ability to continue as a going concern.
The Company intends to raise funds to support future development of
JAN 123 and JAN 101 either through capital raises or structured
arrangements. However, the success of such funding cannot be
assured.
The Company's ability to continue as a going concern is dependent
upon the success of future capital raises or structured settlements
to fund the required testing to obtain FDA approval of JAN 123 and
JAN 101, as well as to fund its day-to-day operations. Such
approval is contingent on several factors, and no assurance can be
provided that approval will be obtained. While the Company will
actively pursue these additional sources of financing, management
cannot make any assurances that such financing will be secured, or
FDA approvals will be obtained.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/2mxwu7wt
About JanOne
JanOne Inc. is a Nasdaq-listed company offering innovative,
actionable solutions intended to help end the opioid crisis. JanOne
is dedicated to funding resources toward innovation, technology,
and education to find a key resolution to the national opioid
epidemic, which is one of the deadliest and most widespread in the
nation's history. Its drugs in the clinical trial pipeline have
shown promise for their innovative targeting of the causes of pain
as a strategic option for physicians averse to exposing patients to
addictive opioids.
As of March 30, 2024, the Company has $18.6 million in total
assets, $10.9 million in total liabilities, and $3.8 million in
total stockholders' equity.
JER INVESTORS: Seeks to Extend Plan Exclusivity to July 29
----------------------------------------------------------
JER Investors Trust Inc., and affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to July 29 and September 24, 2024, respectively.
The Debtors have already obtained conditional approval of the
Combined Disclosure Statement and Plan and have timely begun
soliciting acceptances thereof. The Debtors therefore file this
Motion out of an abundance of caution to protect the Debtors'
exclusive rights while it seeks approval of the Combined Disclosure
Statement and Plan and in case the Confirmation Hearing is
adjourned or confirmation of the Combined Disclosure Statement and
Plan is denied for any reason.
Furthermore, an application of the foregoing factors establishes
sufficient cause to extend the Exclusive Periods. First, this
Motion comes less than 4 months after the Petition Date, during
which time the Debtors have made good faith progress towards
confirming a chapter 11 plan. In the last few months the Debtors
have obtained relief necessary to advance these Chapter 11 Cases,
including (i) retaining professionals, (ii) assuming the Debtors'
critical administrative services agreement with their former
management company, (iii) establishing deadlines for interested
parties to file claims against the Debtors, and (iv) obtaining
conditional approval of, and commencing solicitation of votes in
connection with, the Combined Disclosure Statement and Plan.
Relatedly, the Debtors have demonstrated reasonable prospects for
filing a viable plan. The Court has already conditionally approved
the Combined Disclosure Statement and Plan, which reflects and
incorporates numerous comments from key parties. The Debtors intend
to continue working in good faith with key parties to address any
remaining concerns and hope to appear at the Confirmation Hearing
on a fully consensual basis.
Third, since the filing of these Chapter 11 Cases, the Debtors have
continued to pay their undisputed postpetition expenses and
invoices.
Fourth, this Motion is not intended to pressure creditors. The
Debtors have been in regular communication with their largest
creditors and former management company regarding the status of
these Chapter 11 Cases and the terms of the Combined Disclosure
Statement and Plan. An extension of the Exclusive Periods will
allow the Debtors to continue their efforts to maximize estate
value while avoiding the expense and distraction of a competing
plan process, which would likely complicate and increase the costs
of administering these Chapter 11 Cases.
Counsel to the Debtors:
Troutman Pepper Hamilton Sanders LLP
David M. Fournier, Esq.
Kenneth A. Listwak, Esq.
Tori L. Remington, Esq.
Hercules Plaza, Suite 5100
1313 N. Market Street, Suite 5100
Wilmington, DE 19801
Telephone: (302) 777-6500
Email: david.fournier@troutman.com
ken.listwak@troutman.com
tori.remington@troutman.com
-and-
Deborah Kovsky-Apap, Esq.
875 Third Avenue
New York, NY 10022
Telephone: (212) 704-6000
Email: deborah.kovsky@troutman.com
About JER Investors Trust
JER Investors Trust Inc. is a specialty finance company quoted on
the Pink Sheets that manages a portfolio of commercial real estate
structured finance products. Its investments include commercial
mortgage backed securities, mezzanine loans and participations in
mortgage loans, and an interest in the US Debt Fund. JER Investors
Trust Inc. is organized and conducts its operations so as to
qualify as a real estate investment trust ("REIT") for federal
income tax purposes. On the Web: http://www.jerinvestorstrust.com/.
JERIT Non-CDO CMBS 1 LLC and affiliate JER Investors Trust Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. (23-12108 and
23-12109) on Dec. 29, 2023.
The Hon. Thomas M. Horan is the case judge.
The Debtors tapped TROUTMAN PEPPER HAMILTON SANDERS LLP as counsel;
and DUNDON ADVISERS as financial advisor.
JER Investors estimated assets of $10 million to $50 million and
debt of $100 million to $500 million. JERIT Non-CDO estimated
assets of $10 million to $50 million and debt of just under
$50,000.
KB CUSTOM: Seeks Approval to Hire AliCat Solutions as Bookkeeper
----------------------------------------------------------------
KB Custom Pools, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ AliCat Solutions as its
bookkeeper to assist with completing the required monthly operating
reports.
AliCat's routine bookkeeping services include:
a. posting all business bank transactions;
b. completing the bank reconciliations;
c. posting purchase invoices, expenses and cash transactions;
d. reconciling credit card transactions;
e. completing any payroll journals
f. reviewing balance sheet items for accuracy
g. sending P&L Monthly Email;
h. providing Annual business review;
i. maintaining fixed asset register;
j. compiling Annual 1099 Filings;
k. creating summary management reports and customized
reporting packages; and
l. preparing Monthly Operating Reports.
The firm will charge a monthly flat rate of $1,100 for its
services.
As disclosed in the court filings, AliCat does not hold or
represent an interest materially adverse to the estate and is
disinterested.
The firm can be reached through:
Alicia Hoffman
ALH Solutions, LLC
Dba AliCat Solutions
201 S Lakeline Blvd. #804
Cedar Park, TX 78613
Phone: (512) 699-2720
About KB Custom Pools
KB Custom Pools, LLC is pool builder specializing in custom pools,
spas, landscapes, and complete outdoor environments.
KB Custom Pools filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-10309) on Mar. 25, 2024. In the petition signed by George
Barnett, president, the Debtor disclosed up to $50,000 in assets
and up to $10 million in liabilities.
Judge Christopher G. Bradley oversees the case.
Todd Headden, Esq., at Hayward PLLC represents the Debtor as
counsel.
KOLOGIK LLC: Seeks to Hire Kelly Hart Pitre LP as Legal Counsel
---------------------------------------------------------------
Kologik, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Middle District of Louisiana to hire the
law firm of Kelly Hart Pitre LP as their counsel.
Kelly Hart will give the Debtors' legal advice with respect to
their powers and duties as debtors-in-possession in the continued
operation of the businesses and management of the Debtors' property
and to perform all legal services for the debtors-in-possession
which may be necessary.
Kelly Hart's current hourly rates are:
Partners $525 - $775
Associates $500
Paraprofessionals $170
Louis Phillips, Esq., a partner at Kelly Hart, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Louis M. Phillips, Esq.
One American Place
301 Main Street, Suite 1600
Baton Rouge, LA 70801-1916
Telephone: (225) 381-9643
Facsimile: (225) 336-9763
Email: louis.phillips@kellyhart.com
- and -
Erin K. Arnold, Esq.
Amelia L. Hurt, Esq.
400 Poydras Street, Suite 1812
New Orleans, LA 70130
Telephone: (504) 522-1812
Facsimile: (504) 522-1813
Email: erin.arnold@kellyhart.com
Email: amelia.hurt@kellyhart.com
About Kologik, LLC
Kologik creates software that connects small and medium-sized law
enforcement departments to the information they need to keep
officers and communities safe.
Kologik, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10311) on
April 23, 2024, listing up to $50,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Paul San
Soucie as chief executive officer.
Judge Michael A. Crawford presides over the case.
Louis M. Phillips, Esq. at KELLEY HART & PITRE represents the
Debtor as counsel.
KOLOGIK LLC: Seeks to Tap Rock Creek Advisors as Financial Advisor
------------------------------------------------------------------
Kologik, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Middle District of Louisiana to hire Rock
Creek Advisors as financial advisor and sales agent.
Rock Creek will provide the following services:
a) develop a select target list of potential buyers, with
input from the Debtor;
b) use/adapt current marketing materials to communicate the
attributes of the Debtor to potential parties;
c) execute NDAs as interested parties seek access to
confidential information;
d) provide input as to any modifications, additions, or
changes to the Debtor's confidential data room for use in the sale
process;
e) coordinate calls with the Debtor/interested parties to help
drive interest/provide due diligence;
f) work to set up a stalking horse party to augment the sale
process;
g) work with the Debtor, counsel and court to set up qualified
bidder requirements, auction process, deposit requirements, etc.
h) qualify bidders as they are identified in our process;
i) collect deposits of qualified bidders and hold until the
conclusion of the sale process;
j) recommend potential structures/deals to help the Debtor and
bidders maximize value;
k) run the auction process in accordance with approved bid
procedures as applicable;
l) participate with counsel and the Debtor to update the
Bankruptcy Court throughout the process to confirm a commercially
reasonable sale process to obtain highest and best value; and
m) assist in the closing of a transaction.
Rock Creek will receive compensation as follows:
-- A monthly fee of $50,000 (a "Monthly Fee"), payable on
execution of the Engagement Letter and on the 1st day of each month
until the earlier of the consummation of the Transaction or the
termination of Rock Creek's engagement.
-- A fee (a "Minimum Success Fee") payable upon the consummation
of any Transaction of $200,000.
-- A fee (a "Second Tier Success Fee"), in addition to the
Minimum Success Fee, 6 percent of the gross cash sale proceeds
("Transaction Value") over $13,500,000 through $19,000,000.
-- A fee (a "Third Tier Success Fee"), for a Transaction Value
$19,000,000 or above, in addition to the Minimum Success Fee, 10
percent of the Transaction Value over $13,500,000, instead of the 6
percent success fee.
-- A fee (a "Non-Cash Transaction Value Fee") for compensation
in addition to fees set forth above shall be calculated upon
non-cash receipt consideration (including debt, tax credits,
assumed liabilities, equity, warrants, options, credit bid, and/or
any other transfer of value or any combination thereof) at 2.5
percent of such consideration received.
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
The Debtors paid Rock Creek a $150,000 retainer.
Heidi Lipton, a founding partner of Rock Creek Advisors, 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:
Heidi Lipton
Rock Creek Advisors, LLC
1738 Belmar Blvd.
Belmar, NJ 07719
Tel: (201) 315-2521
Email: hlipton@rockcreekfa.com
About Kologik, LLC
Kologik creates software that connects small and medium-sized law
enforcement departments to the information they need to keep
officers and communities safe.
Kologik, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10311) on
April 23, 2024, listing up to $50,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Paul San
Soucie as chief executive officer.
Judge Michael A. Crawford presides over the case.
Louis M. Phillips, Esq. at KELLEY HART & PITRE represents the
Debtor as counsel.
LETS TALK: Seeks Approval to Hire Roberts Realty Group as Realtor
-----------------------------------------------------------------
Lets Talk Interactive, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Roberts
Realty Group as its realtor.
Roberts Realty will market and sell the Debtor's property known as
Lot 8 & 9, Berkeley Springs, West Virginia 25411 and Lot No. 8 & 9
of the 522 Park Industrial South, Morgan County, Wes Virginia.
The firm will receive a commission equal to 5 percent of the sales
price.
Roberts Realty does not represent any interest adverse to the
Debtor or the estate, according to court filings.
The firm can be reached through:
John Wohlever
Roberts Realty Group, Inc.
219 S Charles St
Charles Town, WV 25414
Phone: (304) 930-1290
About Lets Talk Interactive, Inc.
Lets Talk Interactive, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.C. Case No. 23-30655) on September 21, 2023. At the
time of filing, the Debtor estimated $1,000,001 to $10 million in
both assets and liabilities.
The Debtor hires Ward Damon, P.L. as counsel, and Essex Richards,
P.A. as local counsel.
LEXARIA BIOSCIENCE: Wayne Boos Reports 8.05% Equity Stake
---------------------------------------------------------
Wayne W. Boos disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of March 31, 2024,
he beneficially owns an aggregate of 1,020,000 shares of Lexaria
Bioscience's common stock representing 8.05%, based on 12,671,042
Common Stock outstanding as of March 12, 2024, as indicated by the
Company.
Boos has the sole power to vote and direct the disposition of all
of the 1,020,000 shares reported as beneficially owned by him.
In the 60 days prior to March 31, 2024, Boos (i) sold 53,657 shares
of the Company's Common Stock for an average price per share of
$2.13 and (ii) acquired 563,657 shares of the Common Stock for an
average price per share of $3.03 through his broker, Merrill
Lynch.
A full-text copy of the Report is available at
https://tinyurl.com/bddebkfp
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery tecnnology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
The Company expressed in its Quarterly Report on Form 10-Q for the
quarterly period ended February 29, 2024 that there is substantial
doubt about its ability to continue as a going concern. According
to the Company, Since inception, it has incurred significant
operating and net losses. Net losses attributable to shareholders
were $1.8 million and $3.1 million for the six months ended Feb.
29, 2024, and Feb. 28, 2023, respectively. As of Feb. 29, 2024,
the Company had an accumulated deficit of $47.6 million.
Lexaria said, "We expect to continue to incur significant
operational expenses and net losses in the upcoming 12 months. Our
net losses may fluctuate significantly from quarter to quarter and
year to year, depending on the stage and complexity of our research
and development (R&D) studies and corporate expenditures,
additional revenues received from the licensing of our technology,
if any, and the receipt of payments under any current or future
collaborations we may enter into. The recurring losses and
negative net cash flows raise substantial doubt as to the Company's
ability to continue as a going concern."
LOCALOC INC: Wins Access to SBA's Cash Collateral
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Localoc, Inc. to use the cash collateral of the U.S. Small Business
Administration on an interim basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay ordinary
expenses necessary for operation of its business.
The SBA may assert a secured interest in the Debtor's cash,
including deposit accounts, which the Debtor needs to use to
maintain and operate its business.
Pre-petition, the Debtor obtained a loan from the SBA, which may be
secured by essentially all of the Debtor's assets, including cash.
The Debtor owes the SBA approximately $150,000.
At the time the case was filed, the Debtor's personal property was
valued at $29,590, which includes cash and cash equivalents of
$6,100 and 90-days or less accounts receivable of $10,490.
The court ruled that the Debtor will provide the SBA with adequate
protection for the use of its cash collateral as follows: (1)
commencing on May 10, 2024, and continuing on the 10th day of each
month thereafter until a plan of reorganization is confirmed or the
case is converted to Chapter 7, the Debtor will pay the SBA a
monthly adequate protection payment in the amount of $691; and (2)
the SBA will maintain a continuing replacement lien in all of the
Debtor's postpetition cash and cash equivalents.
The Debtor will remit adequate protection payments to the SBA,
which will be applied pursuant to the terms of the SBA Loan
documents and continuing until the entry of an order confirming the
Debtor's plan of reorganization. Adequate protection payments will
include reference to EIDL 7005947409 and be sent to the Small
Business Administration Denver Finance Center, 721 19th Street,
Denver, Colorado 80202. The Debtor agrees that any secured portion
will be paid in full and any SBA mailing of monthly billing
statements to the Debtor will be for informational purposes only
and will not be deemed a violation of the automatic stay.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and to designate SBA as a loss payee or additional
insured in accordance with the SBA loan and related loan documents
and agrees to provide proof of insurance within seven days upon
written request of SBA.
A copy of the order is available at https://urlcurt.com/u?l=LHqa0n
from PacerMonitor.com.
About Localoc, Inc.
Localoc, Inc. designs and manufactures various hair accessory
products, which are sold direct to consumers, in Claires, at
Walmart at through other retailers. The Debtor's products are also
sold under the brand name Scunci, an unrelated company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 24-50287-hlb) on March 26,
2024. In the petition signed by David Silva, president, the Debtor
disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Hilary L. Barnes oversees the case.
Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor
as legal counsel.
LYONS COMPANIES: Committee Taps Frost Brown Todd as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of The Lyons
Companies, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Kentucky to employ Frost Brown Todd LLP as
its counsel.
The firm's services include:
a. providing legal advice with respect to the Committee's
rights, powers and duties in this Chapter 11 Case;
b. preparing on behalf of the Committee of all necessary
applications, answers, orders, reports and other legal papers;
c. representing the Committee in any and all matters involving
contests with the Debtor, alleged secured creditors and other third
parties;
d. reviewing pre-petition transactions and relationships;
e. negotiating of plans of reorganization or liquidation;
f. assisting the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with holders of claims and equity interests;
g. assisting the Committee's investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor
(and, to the extent applicable, the Debtor's officers, directors
and equity holders) and of the operation of the Debtor's
businesses;
h. assisting and advising the Committee as to its
communications to the general creditor body regarding significant
matters in the Debtor's case;
i. reviewing and analyzing all applications, orders,
statements of operations and schedules filed with the Court and
advising the Committee as to their propriety; and
j. performing all other legal services for the Committee which
may be necessary and proper in these proceedings.
The firm will be paid at these hourly rates:
Ronald E. Gold, Partner $850
Jordan S. Blask, Partner $675
Erin P. Severini, Counsel $420
Bryan J. Sisto, Senior Associate $360
Joy D. Kleisinger, Associate $290
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Frost
Brown Todd disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Committee in the 12 months
prepetition; and
-- the firm expects to develop a budget and staffing plan to
reasonably comply with the U.S. Trustee's request for information
and additional disclosures, as to which Frost reserves all
rights.
Edward King, Esq., a member of Frost Brown, 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:
Edward M. King, Esq.
Frost Brown Todd, LLC
400 West Market Street, Suite 3200
Louisville, KY 40202
Tel: (502) 568-0359
Fax: (502) 581-1087
Email: tking@fbtlaw.com
About Lyons Companies, LLC
The Lyons Companies, LLC has been providing advanced custom metal
fabrication services and high-quality industrial and appliance
products to companies throughout North America.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Kent. Case No. 24-30684) on March 15,
2024. In the petition signed by Steven Huff, CEO and member, the
Debtor disclosed up to $50 million in both assets and liabilities.
April A. Wimberg, Esq., at DENTONS BINGHAM GREENEBAUM, represents
the Debtor as legal counsel.
MARIN SOFTWARE: Incurs $2.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Marin Software Incorporated filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2.41 million on $4.03 million of net revenues for the three
months ended March 31, 2024, compared to a net loss of $5.78
million on $4.58 million of net revenues for the three months ended
March 31, 2023.
As of March 31, 2024, the Company had $16.61 million in total
assets, $5.02 million in total liabilities, and $11.58 million in
total stockholders' equity.
Marin said, "Based on the funds the Company has available as of the
date of the filing of this Quarterly Report on Form 10-Q and its
history of recurring losses and negative operating cash flows,
there is substantial doubt raised about the Company's ability to
continue as a going concern. The Company's ability to continue as
a going concern is substantially dependent upon its ability to
achieve its intended business objectives. If the Company is unable
to achieve its intended business objectives, it is probable that
the Company may be required to initiate further cost savings
activities, extend payment terms with suppliers, liquidate assets
where possible, or wind-up operations. These actions could
materially impact the Company's business, results of operations and
future prospects. Therefore, there is substantial doubt about the
Company's ability to continue as a going concern for one year after
the filing date of the accompanying condensed consolidated
financial statements."
Management Comments
"Empowering performance marketers to excel demands more than just
innovation; it requires a relentless commitment to evolving
technologies," said Chris Lien, Marin Software's CEO. "At Marin
Software, we're laser-focused on creating the most powerful and
adaptable platform, driven by a diverse array of AI capabilities,
enabling marketers to work smarter, achieve more, and thrive in an
ever-changing landscape."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001389002/000095017024052191/mrin-20240331.htm
About Marin Software
Marin Software Incorporated is a provider of digital marketing
solutions for search, social, and eCommerce advertising channels,
offered as a unified SaaS, advertising management platform for
performance-driven advertisers and agencies. The Company's
platform is an analytics, workflow and optimization solution for
marketing professionals, enabling them to maximize the performance
of their digital advertising spend. The Company markets and sells
its solutions to advertisers directly and through leading
advertising agencies, and its customers collectively manage
billions of dollars in advertising spend on its platform globally
across a wide range of industries.
San Jose, California-based Grant Thornton LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated Feb. 23, 2024, citing that the Company incurred a net
loss of $22 million during the year ended Dec. 31, 2023, and as of
that date, the Company had an accumulated deficit of approximately
$344 million and negative operating cash flows. These conditions,
along with other matters, raise substantial doubt about the
Company's ability to continue as a going concern.
MATHESON FLIGHT: Hires Hank M. Spacone as Consultant
----------------------------------------------------
Matheson Flight Extenders, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Eastern District of
California to employ Hank M. Spacone as consultant.
The firm will provide consulting services associated with the
Debtors' continued administration of their bankruptcy estates,
including but not limited to, analysis of tasks necessary to
liquidate and administer remaining assets, the staffing required
for such tasks, and estimating and determining budgets and
timelines for post confirmation administration.
The firm will be paid at these rates:
Hank M. Spacone $350 per hour
Chris Barlow, Paraprofessional $150 per hour
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Hank M. Spacone
PO Box 255808
Sacramento, CA 95865
Tel: (916) 481-3150
About Matheson Flight Extenders, Inc.
Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc.
provide short and long-haul transportation, logistics and ground
handling services. The companies are based in Sacramento, Calif.
Matheson Flight Extenders and Matheson Postal Services sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Calif. Case Nos. 22-21148 and 22-21149) on May 5, 2022. On July 14,
2022, Matheson Trucking, Inc., an affiliate, filed for Chapter 11
protection (Bankr. E.D. Calif. Case No. 22-21758). The cases are
jointly administered under Case No. 22-21148.
In the petitions signed by Charles J. Mellor, chief restructuring
officer, the Debtors disclosed up to $50 million in both assets and
liabilities.
Judge Christopher M. Klein oversees the cases.
Nuti Hart, LLP and Development Specialists, Inc. serve as the
Debtors' bankruptcy counsel and financial advisor, respectively.
Donlin, Recano & Company, Inc. is the Debtors' claims, noticing and
solicitation agent, and administrative advisor.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee is
represented by Felderstein Fitzgerald Willoughby Pascuzzi & Rios,
LLP.
MEDPLUS URGENT: Seeks to Hire Craig M. Geno as Bankruptcy Counsel
-----------------------------------------------------------------
MedPlus Urgent Clinic, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Mississippi to hire the Law Office of
Craig M. Geno, PLLC as counsel.
The firm will provide these services:
a. advise and consult with the Debtor-in-Possession regarding
questions arising from certain contract negotiations which will
occur during the operation of business by the
Debtor-in-Possession;
b. evaluate and attack claims of various creditors who may
assert security interests in the assets and who may seek to disturb
the continued operation of the business;
c. appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
d. represent the Debtor in court hearings and to assist in the
preparation of contracts, reports, accounts, petitions,
applications, orders and other papers and documents as may be
necessary in this proceeding;
e. advise and consult with Debtor in connection with any
reorganization plan which may be proposed in this proceeding and
any matters concerning Debtor which arise out of or follow the
acceptance or consummation of such reorganization or its rejection;
and
f. perform such other legal services on behalf of Debtor as
they become necessary in this proceeding.
The firm will be paid at these rates:
Craig M. Geno $500 per hour
Associates $275 per hour
Paralegals $225 per hour
The firm received from the Debtor a retainer of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno,
PLLC, 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:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Email: cmgeno@cmgenolaw.com
About MedPlus Urgent Clinic
MedPlus Urgent offers urgent care and wellness services with the
convenience of walk-in hours until 7 pm, 7 days a week.
MedPlus Urgent Clinic, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Miss. Case No.
24-11163) on April 23, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Samantha
Logan as managing member.
Craig M. Geno, Esq. at the Law Offices Of Craig M. Geno, PLLC
represents the Debtor as counsel.
MELLO JOY: Gets OK to Hire H. Kent Aguillard as Legal Counsel
-------------------------------------------------------------
Mello Joy Distributing, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to hire H.
Kent Aguillard, Attorney at Law as its legal counsel.
The firm's services include legal advice regarding the Debtor's
powers and duties in the continued operation of its business and
other legal services necessary to administer its Chapter 11 case.
Its standard rates for bankruptcy-related work range from $425 to
$475 per hour.
The firm's attorneys, H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., charge $450 per hour and $350 per hour, respectively.
The Debtor paid the firm an initial retainer of $25,000.
Mr. Aguillard 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.
H. Kent Aguillard can be reached at:
H. Kent Aguillard, Esq.
H. Kent Aguillard, Attorney at Law
P.O. Drawer 391
Eunice, LA 70535
Tel: (337) 457-9331
Email: kaguillard@yhalaw.com
About Mello Joy Distributing, LLC
Mello Joy Distributing, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bank. W.D. La. Case No.
24-50338) on April 25, 2024, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Gregory E. Elmore as general manager.
Judge John W. Kolwe presides over the case.
H. Kent Aguillard, Esq. represents the Debtor as counsel.
MERCURY PARENT: S&P Alters Outlook to Positive, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on in-home health
assessments provider Mercury Parent LLC's (d/b/a Matrix Medical
Network) to positive from negative and affirmed its 'B-' issuer
credit rating.
The positive outlook reflects S&P's belief that Matrix Medical
Network could sustain its FOCF to debt above 5% in 2025 and
thereafter if it continues to build on its operational
improvements.
S&P said, "The company significantly improved its operating
performance in 2023, which we expect will continue through 2024.In
2022, the company divested its Clinical Solutions segment and
refocused on its core business of performing in-home health
assessments. This led to overall revenue growth in the high single
digit percent area in 2023 as an increased uptake of Medicare
Advantage plans led to an over 25% growth rate in the core
business, which was offset by the lost revenue from the divestment.
The company also improved its S&P Global Ratings-adjusted EBITDA
margin to about 18% due to the divestment of the lower margin
business and various operational improvements. Matrix achieved
higher visits per day by optimizing its routes, which resulted in a
higher completion rate, improved yields, and a lower
failure-to-keep rate. We expect the company will continue to
increase its revenue, albeit at a slightly slower pace due to
industry-wide headwinds, while maintaining its EBITDA margin.
"We expect Matrix's FOCF to debt will dip in 2024 before rising
back above 5% in 2025.The company's increased revenue and EBITDA in
2023, coupled with its improved billing and payables management,
supported FOCF to debt of about 9%. While we believe the
improvement in working capital management will be sustained going
forward, we believe the benefits to FOCF from the working capital
inflows Matrix realized in 2023 are one-time in nature due to the
timing of cash inflows. Therefore, we expect its FOCF to debt will
decrease to about 4% in 2024, due to the normalization of its
working capital, but expect the continued rise in its EBITDA could
support an improvement in its FOCF to debt to more than 5% in 2025.
We do not expect the company's recent refinancing of its capital
structure will negatively affect its cash flow generation because
the 50 basis point (bps) rise in its interest rate in 2024,
increasing to a maximum of 75 bps beginning in 2025 per the
interest rate grid in the new credit agreement, is more than offset
by a $37 million reduction in its overall debt. We expect future
reductions in base rates will contribute to further improvements in
Matrix's cash flow in 2025 and onward."
The company's high exposure to three customers remains a threat.
Matrix derived about 70% of its revenue from three clients in 2023.
While the company is focused on diversifying its business and
increasing its customer base, its continued customer concentration
could pose a risk to its future performance.
The Centers for Medicare & Medicaid Services' (CMS) recent rate
decision could be a headwind in 2025. The CMS' recent rate
announcement, including the lower-than-expected increase in
reimbursement rates for Medicare Advantage plans, may weaken the
benefits offered to members of these plans. This could be a
potential headwind for the company's expansion and ability to
maintain its operational improvements through 2025.
The positive outlook reflects S&P's belief that Matrix Medical
Network could improve its FOCF to debt above 5% in 2025 and
thereafter if it continues to build on its operational
improvements.
S&P could revise its outlook on Matrix to stable if S&P does not
believe it will be able to sustain FOCF to debt of more than 5%.
This could occur if:
-- The company is unable to absorb the effects of the CMS' recent
rate decision;
-- The company adopts an aggressive financial policy; or
-- The company undertakes excessive shareholder-rewarding
activities that increase its leverage.
S&P could raise its rating on Matrix if it believes it will
increase its FOCF to debt above 5% and sustain it at that level.
METROPOLITAN TRANSPORT: Unsecureds Will Get 31% of Claims in Plan
-----------------------------------------------------------------
Metropolitan Transport LLC filed with the U.S. Bankruptcy Court for
the District of Maryland a Subchapter V Plan dated April 22, 2024.
Metropolitan Transport is a premier provider of logistics solutions
in Baltimore, Maryland founded with a commitment to excellence in
2011.
The Debtor is owned by Telley Fisher. Mr. Fisher is the 100% owner
of the company.
The Debtor has been operating under near constant pressure from
truck and trailer leasing companies. The costs of running this by
using leased equipment exceeded their return on investment. The
Debtor decided that now was the time to act before they were in
total crisis.
The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period. Unsecured creditors holding
allowed claims will receive distributions, which the Debtor has
valued at approximately $0.31 cents on the dollar. The Plan also
provides for the payment of secured, administrative, and priority
claims in accordance with the Bankruptcy Code.
Class 4 consists of Unsecured Claims. This Class shall be paid from
disposable income. The allowed unsecured claims total $755,997.84.
This Class will receive a distribution of 31% of their allowed
claims.
During the term of this Plan, the Debtor shall submit the
disposable income (or value of such disposable income) necessary
for the performance of this plan to the creditors and shall pay the
Creditors the sums set forth herein.
The term of this Plan begins on the date of confirmation of this
Plan and ends on the 60th month subsequent to the Effective Date.
A full-text copy of the Subchapter V Plan dated April 22, 2024 is
available at https://urlcurt.com/u?l=83myxA from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Daniel Alan Staeven, Esq.
Frost Law
839 Bestgate Road, Suite 400
Annapolis, Maryland 21401
Phone: (410) 497-5947
E-mail: daniel.staeven@askfrost.com
About Metropolitan Transport
Metropolitan Transport LLC is a premier provider of logistics
solutions in Baltimore, Maryland founded with a commitment to
excellence in 2011.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Md. Case No. 24-10123) on January 5,
2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Nancy V. Alquist presides over the case.
Daniel Staeven, Esq., at FROST LAW is the Debtor's legal counsel.
MFG PRESTIGE: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
MFG Prestige Auto Group, LLC to use cash collateral, on a final
basis, in accordance with the budget, with a 25% variance.
The Office of the United States Trustee, AFC Automotive Financing
Corporation, the and the United States Small Business
Administration assert an interest in the Debtor's cash collateral.
AFC holds a first priority lien on the Debtor's cash collateral.
The SBA holds a second priority lien on the Debtor's cash
collateral.
As adequate protection, the Secured Lenders are granted valid,
binding, enforceable non-avoidable, and automatically perfected
post-petition security interests in and liens on all property,
whether now owned or hereafter acquired or existing and wherever
located, of the Debtor and the Debtor's estate.
The Adequate Protection Liens will be subordinate only to valid,
perfected, unavoidable and enforceable liens, if any, existing as
of the Petition Date that are senior in priority to the prepetition
liens of the Secured Lenders pursuant to applicable law.
If any Diminution in Value, the Secured Lenders will have a
superpriority administrative expense claim, pursuant to 11 U.S.C.
Section 507(b), senior to any and all claims against the Debtor
under 11 U.S.C. section 507(a), whether in this proceeding or in
any superseding proceeding.
The replacement lien and security interest granted are
automatically deemed perfected upon entry of the Order without the
necessity of the Secured Lenders taking possession, filing
financing statements, mortgages, or other documents.
The Debtor's authorization, and Secured Lenders' consent to use
cash collateral will terminate without further notice or action by
the Court on the earliest to occur of any of the following:
i. the failure of the Debtor to comply with any provision,
covenant or agreement in the Order (including, without limitation,
any failure to comply with the Budget, subject to any permitted
variance);
ii. an order dismissing the Chapter 11 Case or converting the
Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code;
iii. an order in the Chapter 11 Case modifying, staying,
reversing or vacating the Order, without the prior consent of
Secured Lenders.
The Debtor will make adequate protection payments to AFC (principal
and interest) in the amount of $1,318 per month. The Debtor will
make adequate protection payments to the SBA (principal and
interest) in the amount of $556 per month.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=DW4s3X from PacerMonitor.com.
The Debtor projects $132,228 in total expenses for May 2024.
About MFG Prestige Auto Group
MFG Prestige Auto Group filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
24-11727) on Feb 23, 2024, listing $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge John K. Sherwood oversees the case.
Anthony Sodono, III, Esq. at Mcmanimon, Scotland & Baumann, LLC
represents the Debtor as counsel.
MISO ROBOTICS: Artesian CPA Raises Going Concern Doubt
------------------------------------------------------
Miso Robotics, 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
29, 2024, citing that the Company has not generated profits since
inception and has sustained net losses of $24,452,313 and
$45,423,112 for the years ended December 31, 2023 and 2022,
respectively, and has incurred negative cash flows from operations
for the years ended December 31, 2023 and 2022. As of December 31,
2023, the Company had an accumulated deficit of $113,692,917 and
cash of $6,849,946, relative to negative operating cash flows of
$22,804,413 in 2023. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern for the next
12 months is dependent upon its ability to generate sufficient cash
flows from operations to meet its obligations, which it has not
been able to accomplish to date, or to obtain additional capital
financing. 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/bdfetxyd
About Miso Robotics, Inc.
Pasadena, Calif.-based Miso Robotics, Inc. develops and
manufactures artificial intelligence-driven robots that assist
chefs to make food at restaurants.
As of December 31, 2023, the Company has $15,671,294 in total
assets, $6,358,867 in total liabilities, and $9,312,427 in total
stockholders' equity.
MULLEN AUTOMOTIVE: CARB Issues HVIP Approval for Class 3 EV Trucks
------------------------------------------------------------------
Mullen Automotive, Inc. announced the California Air Resources
Board ("CARB") has approved the Company's all-electric Class 3 low
cab forward, the 2024 Mullen THREE, for the Hybrid and
Zero-Emission Truck and Bus Voucher Incentive Project ("HVIP").
The HVIP program plays a crucial role in the deployment of
zero-emission technologies and accelerates commercialization by
providing point-of-sale vouchers to make advanced vehicles more
affordable. Under HVIP, the 2024 Mullen THREE EV truck, with a
suggested MSRP of $68,500, now qualifies for up to $45,000 cash
voucher. When combined with the available $7,500 federal tax
credit, the net effective cost of the Mullen THREE could be less
than $17,000.
"California's HVIP approval for the 2024 Mullen THREE is a
significant milestone making our Class 3 electric truck even more
attractive and accessible to businesses seeking to electrify their
fleets," said David Michery, CEO of Mullen Automotive.
Mullen recently announced that it is now in receipt of CARB
approval for both 2024 and 2025 Class 3 model years. Mullen's
Class 1 and Class 3 commercial vehicles are both in receipt of
Environmental Protection Agency ("EPA") and CARB certifications and
in full compliance with U.S. Federal Motor Vehicle Safety
Standards.
The all-electric Mullen THREE is a Class 3 low cab forward EV truck
featuring a robust payload, a 125-mile range and is purpose-built
to meet the demands of urban last-mile delivery. The Mullen THREE
chassis has a clean top-of-rail design to support a variety of
upfits for vocational needs, to last mile delivery, construction,
landscaping, catering and more.
About Mullen
Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern
California-based automotive company building the next generation
of
commercial electric vehicles ("EVs") with two United States-based
vehicle plants located in Tunica, Mississippi, (120,000 square
feet) and Mishawaka, Indiana (650,000 square feet). In August 2023,
Mullen began commercial vehicle production in Tunica. In
September 2023, Mullen received IRS approval for federal EV tax
credits on its commercial vehicles with a Qualified Manufacturer
designation that offers eligible customers up to $7,500 per
vehicle. As of January 2024, both the Mullen ONE, a Class 1 EV
cargo van, and Mullen THREE, a Class 3 EV cab chassis truck, are
California Air Resource Board (CARB) and EPA certified and
available for sale in the U.S.
Mullen Automotive incurred a net loss of $1.01 billion for the year
ended Sept. 30, 2023, a net loss of $740.32 million for the year
ended Sept. 30, 2022, and a net loss of $44.24 million for the year
ended Sept. 30, 2021. As of Sept. 30, 2023, the Company had
$421.71
million in total assets, $148.90 million in total liabilities, and
$272.81 million in total stockholders' equity.
Larkspur, California-based RBSM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
MYOMO INC: Rosalind Entities Disclose 9.2% Equity Stake
-------------------------------------------------------
Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon,
and Gilad Aharon disclosed in a Schedule G/A Report that they
beneficially owned Myomo, Inc.'s Common Shares as of March 31,
2024.
Rosalind Master Fund L.P. may have been deemed to have beneficial
ownership of 2,447,740 shares of common stock representing the
beneficial ownership of approximately 9.2% of the common stocks as
mentioned above, which excludes the 4,575,385 shares issuable upon
the exercise of pre-funded warrants because they contain a blocker
provision under which the holder thereof does not have the right to
exercise any of the warrant to the extent that such exercise would
result in beneficial ownership by the holder in excess of 9.99% of
the Common Stock. Consequently, as of March 31, 2024, the Reporting
Persons were not able to exercise any of the warrants due to the
Blockers.
Rosalind Advisors, Inc. is the investment advisor to RMF and may be
deemed to be the beneficial owner of shares held by RMF. Steven
Salamon is the portfolio manager of the Advisor and may be deemed
to be the beneficial owner of shares held by RMF. Notwithstanding
the foregoing, the Advisor and Salamon disclaim beneficial
ownership of the shares.
A full-text copy of the Report is available at
https://tinyurl.com/c5c2hr52
About Myomo
Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company that
offers expanded mobility for those suffering from neurological
disorders and upper limb paralysis. Myomo develops and markets the
MyoPro product line. MyoPro is a powered upper limb orthosis
designed to support the arm and restore function to the weakened or
paralyzed arms of patients suffering from CVA stroke, brachial
plexus injury, traumatic brain or spinal cord injury, ALS or other
neuromuscular disease or injury.
In its Quarterly Report for the period ended Sept. 30, 2023, Myomo
said there is substantial doubt that its cash, cash equivalents and
short-term investments at September 30, 2023 will be sufficient to
fund its operations and cash requirements for the 12 months from
the date of the report, particularly a result of continued
uncertainty regarding coverage and reimbursement by CIf the Company
cannot continue as a viable entity, stockholders may lose some or
all of their investment in the Company.
NABORS INDUSTRIES: Unveils Q1 2024 Results, Incurs $34MM Net loss
-----------------------------------------------------------------
Nabors Industries Ltd. reported first quarter 2024 operating
revenues of $734 million, compared to operating revenues of $726
million in the fourth quarter of 2023. The net loss attributable to
Nabors shareholders for the quarter was $34 million, compared to a
net loss of $17 million in the fourth quarter. This equates to a
loss of $4.54 per diluted share, compared to a loss per diluted
share of $2.70 in the fourth quarter. The first quarter results
included a gain, related to mark-to-market treatment of Nabors
warrants, of $6 million, or $0.62 per diluted share, compared to a
gain of $10 million, or $1.14 per diluted share, in the fourth
quarter. First quarter adjusted EBITDA was $221 million, compared
to $230 million in the previous quarter.
First quarter 2024 highlights:
* Awarded three rigs in Argentina, on multiyear contracts with
attractive economics. The Company will redeploy inactive rigs from
the Lower 48 market. These awards further solidify Nabors' position
in this key market.
* Received notification of commercial qualification for three
rigs in a major market in the Middle East. The Company plans to
deploy existing in-country rigs for this opportunity.
* A Lower 48 drilling contractor has begun standardizing its
entire fleet to Nabors RigCLOUD(R) platform. This development
clearly demonstrates the value of Nabors third-party strategy.
* Canrig received an order for six land drilling packages from
an existing client in the Middle East. This latest order is
recognition of the excellent track record the Company has
established with this customer.
* Nabors was named a double finalist for the Reuters Global
Energy Transition Awards 2024 in the "Portfolio Transformation" and
"Technology Whitespace" categories.
Anthony G. Petrello, Nabors Chairman, CEO and President, commented,
"Our first quarter operating results were stronger than we
expected, driven by resilient pricing and lower costs in our Lower
48 drilling operations, as well as higher than forecast OEM repair
revenue and energy transition revenue in our Rig Technologies
segment.
"Rig count increased in our International segment, driven by rig
startups in Saudi Arabia and Algeria, as part of our commitment to
deploy seven rigs in these two countries during 2024. We have also
received recent awards in Argentina for three more rigs. I believe
we are in the midst of the largest opportunity that we've seen in
the last decade to strengthen our international business.
"Pricing in the Lower 48 market remained firm, as utilization of
our highest specification rigs stayed strong across several
important markets. Average rig count increased compared to the
prior quarter, but was slightly below our estimates, mainly
reflecting activity reductions in natural gas basins. Results in
our Drilling Solutions segment reflected lower activity in the
Lower 48, partially offset by better growth from international
markets."
The U.S. Drilling segment reported first quarter adjusted EBITDA of
$120.4 million, compared to $118.4 million in the fourth quarter of
2023. Nabors' first quarter Lower 48 average rig count totaled 72,
up from 70 in the prior quarter. Daily adjusted gross margin in
that market averaged $16,011, a decrease of $229 sequentially.
International Drilling adjusted EBITDA totaled $102.5 million,
compared to $105.5 million in the fourth quarter. Rig count
averaged 81, up from 80 in the previous quarter, driven by rig
startups in Algeria and the prior start of a newbuild in Saudi
Arabia. The impact of this higher rig count was offset by downtime
related to rig certification requirements following recent contract
renewals in Saudi Arabia, as well as labor unrest on several rigs
in Colombia. Daily adjusted gross margin for the fourth quarter
averaged $16,061. International Drilling segment revenue of $355
million increased by 9% compared to the first quarter of 2023, as
average rig count increased by nearly five rigs.
Drilling Solutions adjusted EBITDA was $31.8 million, compared to
$34.5 million in the fourth quarter. Revenue on Nabors rigs
operating in the Lower 48 and international markets increased
sequentially.
In Rig Technologies, adjusted EBITDA reached $6.8 million, versus
$8.8 million in the fourth quarter. OEM rental and repair EBITDA
increased sequentially, while other aftermarket, capital equipment,
and energy transition EBITDA declined following seasonally strong
year end deliveries.
First Quarter 2024 Adjusted Free Cash Flow:
Adjusted free cash flow was $8 million in the first quarter.
Capital expenditures totaled $112 million, which included $35
million supporting the newbuilds in Saudi Arabia. This compares to
$124 million in the fourth quarter, including $43 million
supporting the newbuilds.
William Restrepo, Nabors CFO, stated, "Results across our
operations were higher than we forecast. The strength of the
international drilling markets continues to surprise us to the
upside with the recent awards in Argentina and the notification in
another Middle East market, on top of the material ongoing
deployments in Saudi Arabia and Algeria. We restarted two rigs in
Algeria during the first quarter, and a third in early April.
Algeria has historically been an important market for Nabors, and
the recommencement of operations with existing rigs marks a key
development for us. Looking to the second quarter, we expect our
international rig count to increase with a newbuild in Saudi Arabia
and the fourth rig in Algeria. We expect the ongoing deployments
and the more recent awards, as well as several open opportunities,
to generate a material increase in our International EBITDA over
the already targeted increase for 2025."
"Firm pricing in the Lower 48 bolstered daily gross margin. We
again reduced costs in this market. Looking to the second quarter,
we continue to experience sluggish activity in the natural gas
basins. This should keep average rig count slightly below the
average for the first quarter.
"We retired both the convertible notes that were due in January
2024 and the senior notes due in 2025, with the proceeds from our
$650 million notes offering in the fourth quarter of 2023. Our next
maturity is in 2026.
"We still have a number of open international tenders and active
negotiations. It's increasingly evident that the robust trends in
our international segment should continue to provide us with high
return opportunities with attractive payback periods. Nonetheless,
we intend to avoid taking on more than we can afford. We will
remain focused on generating free cash flow and reducing our net
debt."
Outlook:
Nabors expects these metrics for the second quarter of 2024:
U.S. Drilling:
* Lower 48 average rig count of approximately 70 rigs
* Lower 48 daily adjusted gross margin of approximately
$15,500
* Alaska and Gulf of Mexico adjusted EBITDA of approximately
$21 million
International:
* Average rig count up by two to three rigs versus the first
quarter average
* Daily adjusted gross margin of approximately $15,700
Drilling Solutions:
* Adjusted EBITDA of $30 million - $32 million
Rig Technologies:
* Adjusted EBITDA of $8 million - $10 million
Capital Expenditures:
* Capital expenditures of approximately $190 million, with
approximately $70 million for the newbuilds in Saudi Arabia
* Full-year capital expenditures of approximately $590
million, including funding for the recent rig awards
Mr. Petrello concluded, "I am pleased with our early success to
secure additional backlog in our international business. We are
targeting several more opportunities and are optimistic for
additional success. We also see growing adoption of our advanced
technology, both in the U.S. on third-party rigs and in
international markets. These developments validate our strategy and
should drive future free cash flow."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/2z5tcwv9
About Nabors
Nabors Industries Ltd. (NYSE: NBR) owns and operates land-based
drilling rig fleets and provides offshore platform rigs in the
United States and several international markets. Nabors also
provides directional drilling services, tubular services,
performance software, and innovative technologies for its own rig
fleet and those of third parties.
Nabors Industries reported a net loss of $307.22 million in 2022, a
net loss $543.69 million in 2021, a net loss of $762.85 million in
2020, a net loss of $680.51 million in 2019, a net loss of $612.73
million in 2018, and a net loss of $540.63 million in 2017. Nabors
reported a net income of $49.90 million for 2023.
As of December 31, 2023, the Company had $5.28 billion in total
assets, $3.99 billion in total liabilities, $739.08 million of
redeemable noncontrolling interest in subsidiary, and $542.01
million in total equity.
* * *
Egan-Jones Ratings Company on September 28, 2023, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Nabors Industries, Inc. to CCC+ from CCC-.
NOVAVAX INC: Amends ByLaws to Reduce Meeting Quorum Requirement
---------------------------------------------------------------
Novavax, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that effective April 22, 2024, the Board of
Directors of the Comany adopted the Amended and Restated By-Laws of
Novavax, Inc., which reduced the quorum required for the
transaction of business at stockholder meetings from the holders of
a majority of the shares of the Company's common stock, par value
$0.01 per share, issued and outstanding and entitled to vote at a
meeting to holders of one-third (33 1/3%) of the shares of Common
Stock issued and outstanding and entitled to vote at such meeting.
The Company has encountered difficulties reaching a quorum in the
past due to the size and dispersed nature of the Company's
stockholder base and the decision of many brokerage firms to
eliminate discretionary voting even for "routine matters."
Reducing the Quorum Requirement reduces the risk of failing to
achieve the required quorum for any stockholder meetings, which
failure has required and would require the Company to adjourn such
meetings and therefore cause the Company to incur additional costs,
such as additional virtual meeting host costs and proxy
solicitation costs, and suffer other potential disruptions to its
business and distraction for management.
About Novavax
Headquartered in Gaithersburg, Maryland, Novavax, Inc.
(www.novavax.com.), together with its wholly owned subsidiaries, is
a biotechnology company that promotes improved health globally
through the discovery, development, and commercialization of
innovative vaccines to prevent serious infectious diseases. The
Company's proprietary recombinant technology platform harnesses the
power and speed of genetic engineering to efficiently produce
highly immunogenic nanoparticle vaccines designed to address urgent
global health needs.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 28, 2024, citing that the Company has suffered recurring
losses, has negative working capital, and an accumulated deficit
and has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
OPTINOSE INC: Rosalind Entities Disclose 5.14% Equity Stake
-----------------------------------------------------------
Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon,
and Gilad Aharon disclosed in a Schedule 13G/A Report that they
beneficially owned OptiNose, Inc.'s Common Shares as of March 31,
2024.
Rosalind Master Fund L.P. may have been deemed to have beneficial
ownership of 4,541,489 shares of common stock representing the
beneficial ownership of approximately 5.14% of the Company's common
stocks, which excludes the 1,313,878 shares issuable upon the
exercise of common warrants because they contain a blocker
provision under which the holder thereof does not have the right to
exercise any of the warrant to the extent that such exercise would
result in beneficial ownership by the holder in excess of 4.99% of
the Common Stock.
Rosalind Advisors, Inc. is the investment advisor to RMF and may be
deemed to be the beneficial owner of shares held by RMF. Steven
Salamon is the portfolio manager of the Advisor and may be deemed
to be the beneficial owner of shares held by RMF. Notwithstanding
the foregoing, the Advisor and Mr. Salamon disclaim beneficial
ownership of the shares.
Mr. Salamon is the President and portfolio manager of the Advisor
which advises RMF. Mr. Aharon is the portfolio manager and member
of the Advisor which advises RMF.
About OptiNose, Inc.
Yardley, Pa.-based OptiNose, Inc. is a specialty pharmaceutical
company focused on the development and commercialization of
products for patients treated by ear, nose and throat (ENT) and
allergy specialists.
Pennsylvania-based Ernst & Young LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 7, 2024, citing that the Company has incurred recurring
losses from operations, has a working capital deficiency and
expects to not be in compliance with certain debt covenants, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
PREMIER KINGS: Taps Marcus & Millichap as Real Estate Broker
------------------------------------------------------------
Premier Kings, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Marcus & Millichap Real Estate Investment Services, Inc. as their
real estate broker.
The firm will sell the Debtors property known as Burger King
Restaurant, 100-106 Peter Lane, New Hope, Alabama 35760, and 10107
Highway 431 S, New Hope, Alabama 35760.
Marcus & Millichap will receive a commission equal to 4 percent of
the purchase price of the property.
As disclosed in the court filings, Marcus & Millichap is a
"disinterested person" as such term is defined in section 101(14)
of the Bankruptcy Code, as required by section 327 of the
Bankruptcy Code, and does not hold or represent any interest
adverse to the Debtors, their creditors or any other parties in
interest in the Chapter 11 Cases.
The firm can be reached through:
Justin R. Sturdivant
Marcus & Millichap Real Estate
Investment Services, Inc.
6 Cadillac Drive, Suite 100
Brentwood, TN 37027
Phone: (615) 997-2851
Email: justin.sturdivant@marcusmillichap.com
About Premier Kings, Inc.
Premier Kings, Inc. and affiliates are the owners and operators of
174 operating Burger King franchise locations.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 23-02871) on Oct.
25, 2023. At the time of the filing, Premier Kings reported $10
million to $50 million in assets and $50 million to $100 million in
liabilities.
Judge Tamara O. Mitchell oversees the cases.
The Debtors tapped Cole Schotz, PC as the lead counsel; Holland &
Knight, LLP as local bankruptcy counsel; Raymond James &
Associates, Inc. as investment banker; and Kurtzman Carson
Consultants, LLC as noticing and claims agent.
On Nov. 6, 2023, the U.S. Bankruptcy Administrator for the Northern
District of Alabama appointed an official committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The committee
is represented by the law firm of Christian & Small, LLP.
PUBLIC CRAFT: Seeks to Hire Kerkman & Dunn as General Counsel
-------------------------------------------------------------
Public Craft Brewing Company LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to hire
Kerkman & Dunn as its general counsel.
The firm will render these services:
(a) advise and assist the Debtor with respect to its duties
and powers under the Bankruptcy Code;
(b) advise the Debtor on the conduct of its Chapter 11
Subchapter V case, including the legal and administrative
requirements of operating in Chapter 11 Subchapter V;
(c) attend meetings and negotiate with representatives of the
creditors and other parties in interest;
(d) prosecute actions on the behalf of the Debtor, defend
actions commenced against the Debtor, and represent the Debtor's
interests in negotiations concerning litigation in which the Debtor
is involved, including objections to claims filed against the
Debtor's estate;
(e) prepare pleadings in connection with the Debtor's Chapter
11 case including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtor's estate;
(f) advise the Debtor in connection with any potential sale of
assets;
(g) appear before the Court to represent the interests of the
Debtor's estate;
(h) assist the Debtor in preparing, negotiating and
implementing a plan, and advising with respect to any rejection of
a plan and reformulation of a plan, if necessary;
(i) assist and advise the Debtor in state court actions
related to judgments and collection actions initiated by or against
the Debtor that are necessary for an effective reorganization; and
(j) perform all other necessary or appropriate legal services
for the Debtor in connection with the prosecution of its Chapter 11
Subchapter V case, including (i) analyzing the Debtor's leases and
contracts, and the assumption and assignment or rejection of them,
(ii) analyzing the validity of liens against the Debtor, and (iii)
advising the Debtor on transactional and litigation matters.
The firm will be paid at these rates:
Jerome R. Kerkman $575 per hour
Evan P. Schmit $475 per hour
Gregory M. Schrieber $450 per hour
Nicholas W. Kerkman $295 per hour
Paraprofessionals $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Jerome Kerkman, Esq., an attorney at Kerkman & Dunn, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jerome R. Kerkman, Esq.
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202
Telephone: (414) 277-8200
Facsimile: (414) 277-0100
Email: jkerkman@kerkmandunn.com
About Public Craft Brewing Company
Public Craft Brewing Company LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis.
Case No. 24-22169) on April 26, 2024 listing $500,000 to $1 million
in assets and $500,000 to $1 million in liabilities. The petition
was signed by Michael W. Wimmer, authorized representative.
Judge Beth E. Hanan presides over the case.
Jerome R. Kerkman, Esq. at KERKMAN & DUNN represent the Debtor as
counsel.
PURPLE PEONY: Taps Touchstone Business Advisors as Business Broker
------------------------------------------------------------------
Purple Peony Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Touchstone Business Advisors as
its business broker.
The firm will perform all services needed to facilitate the sale of
the Debtor's business, including:
a. providing a valuation of the business;
b. advising the Debtor with respect to the sale of the
business;
c. soliciting interest for the sale of the business, including
providing information to prospective buyers with respect to the
business; and
d. negotiating the terms of the sale of the business and
acting as the exclusive agent.
Upon the sale of the business, the firm shall earn a commission as
follows:
a. 10 percent of the first $1,000,000 of Consideration or any
part; plus,
b. 8 percent of the second $1,000,000 of Consideration or any
part; plus,
c. 6 percent of the third $1,000,000 of Consideration or any
part; plus,
d. 4 percent of everything over $3,000,000.
Stuart Erskine, broker associate at Touchstone Business Advisors,
disclosed in the court filings that his frim does not hold or
represent any interest adverse to the Debtor and the
estate, and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stuart Erskine
Touchstone Business Advisors
P.O. Box 4858
Basalt, CO 81621
Tel: (303) 221-4565
E-Mail:stuart@touchstonebiz.com
About Purple Peony Inc.
Purple Peony is the owner of real property located at 309 S Summit
View Dr Unit 9 & 14, Fort Collins, CO 80524, having an appraised
value of $490,000.
Purple Peony, Inc. in Fort Collins, CO, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
23-14886) on October 24, 2023, listing $877,127 in assets and
$2,755,289 in liabilities. Stefanie Mecklenburg as president,
signed the petition.
BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel.
REPUBLIC FIRST BANK: FDIC Named as Receiver
-------------------------------------------
Philadelphia-based Republic First Bank (doing business as Republic
Bank) was closed April 26, 2024, by the Pennsylvania Department of
Banking and Securities, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver. To protect depositors,
the FDIC entered into an agreement with Fulton Bank, National
Association of Lancaster, Pennsylvania to assume substantially all
of the deposits and purchase substantially all of the assets of
Republic Bank.
Republic Bank's 32 branches in New Jersey, Pennsylvania and New
York reopened as branches of Fulton Bank and the depositors of
Republic Bank became depositors of Fulton Bank.
As of Jan. 31, 2024, Republic Bank had approximately $6 billion in
total assets and $4 billion in total deposits. The FDIC estimates
that the cost to the Deposit Insurance Fund (DIF) related to the
failure of Republic Bank will be $667 million. The FDIC determined
that compared to other alternatives, Fulton Bank’s acquisition of
Republic Bank is the least costly resolution for the DIF, an
insurance fund created by Congress in 1933 and managed by the FDIC
to protect the deposits at the nation's banks. Republic Bank is
the first U.S. bank failure this year; the last failure was
Citizens Bank, Sac City, Iowa on November 3, 2023.
REVERE POWER: Moody's Lowers Rating on Senior Secured Loans to B3
-----------------------------------------------------------------
Moody's Ratings downgraded the rating assigned to Revere Power,
LLC's senior secured credit facilities to B3 from B2. The credit
facilities consist of a $445 million term loan B due 2026, a $70
million term loan C due 2026 and a $35.75 million revolving credit
facility due 2025. The rating outlook has been revised to stable
from negative.
RATINGS RATIONALE
The rating action reflect Revere's increasing refinancing risk in
light of modest debt repayment, weaker than expected and somewhat
volatile historical financial performance and reduced access to
external liquidity. Approximately $422 million was outstanding
under Revere's term loan at year-end 2023 (the same as at year-end
2022) compared to $445 million at the March 2019 financial close
with limited expectation for meaningful incremental debt reduction
in 2024. In that regard, Revere is likely to be challenged to
refinance its term loan due March 2026 absent substantial debt
reduction from strong financial performance in 2025 or a dramatic
improvement in the capacity pricing environment in New England.
Moody's note that Revere is largely unhedged for 2025 and
susceptible to power pricing dynamics in New England that are
driven in large part by weather and regional natural gas prices.
The most recent regional capacity auction, completed in February
2024 for auction year 2027/2028, however, improved to $3.58
kW-month compared to $2.59 kW-month in auction year 2026/2027.
Revere's historical financial performance has been weaker than
expected. Moody's calculate its average annual ratio of project
cash flow to debt at approximately 3% and debt-to-EBITDA at 8.8x
over the 3-year period 2021-2023. While Revere's financial
performance was stronger in 2023, electric pricing levels have
weakened in 2024 vis-à-vis 2023 following the declining trend in
natural gas prices. As such, Moody's forecast Revere's ratio of
project cash flow to debt and debt-to-EBITDA in a range of 2-4% and
in excess of 8x, respectively, in 2024 and anticipate less than $5
million of incremental debt reduction under the term loan B during
the year. Positively, internal liquidity, in the form of cash on
the balance sheet, is strong at approximately $27 million, with a
portion of the internal liquidity being planned for scheduled
outage work across the portfolio. Moody's view the involvement by
Cogentrix Energy as plant operator as a credit positive and plant
operating performance remains strong.
Revere amended and extended its existing revolver credit facility
in March 2024, albeit at lower commitment levels and with increased
conditionality. The commitment was reduced to $35.75 million from
$55 million, with additional step-downs scheduled through the
extended maturity of March 29, 2025, while the conditionality
included limitations on usage and an additional financial
covenant.
Funds available under the term loan C continue to cash
collateralize letters of credit issued by Revere in the normal
course of business, including a 6-month debt service reserve
requirement. Cash initially funded from the term loan C proceeds
are deposited into a trustee administered bank account and is
reflected on Revere's balance sheet as restricted cash.
Approximately $37 million was outstanding under the term loan C as
of 2023 year-end.
RATING OUTLOOK
The stable outlook assumes strong operating performance, good
internal liquidity and recognize credit metrics for 2024 will
remain weak but within the B-rating category for the next 12
months, with an expectation that broader macro events could lead
to higher electric demand and strengthen energy margins
prospectively.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Limited prospects exist for the rating to be upgraded absent a
material reduction of the term loan B balance comparative to
current levels or tangible support from its sponsor.
Usage of liquidity reserves to meet mandatory debt service or the
inability to extend the revolver beyond March 2025 would likely
trigger negative rating action.
PROFILE
Revere owns three natural gas-fired power plants in New England:
the 577 MW Bridgeport Energy located in Connecticut, 297 MW
Tiverton Power located in Rhode Island and 269 MW Rumford Power
located in Maine. Revere is wholly-owned by Carlyle Power Partners
II, an affiliate of The Carlyle Group.
The principal methodology used in these ratings was Power
Generation Projects published in June 2023.
ROOSEVELT PROPERTIES: Hires Berger Fischoff Wexler as Counsel
-------------------------------------------------------------
Roosevelt Properties, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Berger,
Fischoff, Shumer, Wexler, Goodman, LLP as counsel.
The firm's services include:
a. providing legal advice with respect to the powers and
duties of the Debtor-in-Possession in the continued management of
its business and property;
b. representing the Debtor before the Bankruptcy Court and at
all hearings on matters pertaining to its affairs, as
Debtor-in-Possession, including prosecuting and defending litigated
matters as they arises during the Chapter 11 case;
c. advising and assisting the Debtor in the preparation and
negotiation of a Plan Reorganization with its creditors;
d. preparing all necessary or desirable applications,
answers, orders, reports, documents and other legal papers; and
e. performing all other legal services for the Debtor which
may be desirable and necessary.
The firm will be paid at these rates:
Partners $550 to $675 per hour
Associates $400 to $500 per hour
Paralegals $185 per hour
The firm will be paid a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Heath S. Berger, Esq., a partner at Berger, Fischoff, Shumer,
Wexler, Goodman, LLP, disclosed in a court filing that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Heath S. Berger, Esq.
Berger, Fischoff, Shumer, Wexler, Goodman, LLP
6901 Jericho Turnpike, Suite 230
Syosset, NY 11791
Tel: (516) 747-1136
About Roosevelt Properties, Inc.
Debtor is a Single Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).
Roosevelt Properties, Inc. in Freeport, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
24-70991) on March 13, 2024, listing $2,600,000 in assets and
$1,592,574 in liabilities. Maxie Bowen as president, signed the
petition.
Judge Louis A. Scarcella oversees the case.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP serve as the
Debtor's legal counsel.
SADVIPRA LLC: Taps Levene Neale Bender as Bankruptcy Counsel
------------------------------------------------------------
Sadvipra LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Levene, Neale, Bender, Yoo &
Golubchik L.L.P. as its general bankruptcy counsel.
The firm's service include:
a. advising the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the OUST as
they pertain to the Debtor's bankruptcy estate;
b. advising the Debtor with regard to certain rights and
remedies of the Debtor's bankruptcy estate and the rights, claims
and interests of creditors;
c. representing the Debtor in any proceeding or hearing in the
Bankruptcy Court involving the Debtor's bankruptcy estate unless
the Debtor is represented in such proceeding or hearing by other
special counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtor in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBYG's expertise or which is beyond LNBYG's
staffing capabilities;
e. preparing and assisting the Debtor in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, pleadings with
respect to the use, sale or lease of property outside the ordinary
course of business, objections to claims, settlements and other
matters relating to the Debtor's bankruptcy case;
f. representing the Debtor with regard to negotiating,
documenting, seeking Bankruptcy Court approval of, implementing and
enforcing any transactions outside the ordinary course of
business;
g. assisting the Debtor in any asset recovery, sale or
liquidation process;
h. assisting the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization or
liquidation and the preparation and approval of a disclosure
statement in respect of the plan;
i. investigating, evaluating, and prosecuting objections to
claims as may be appropriate; and
j. performing any other services which may be appropriate in
its representation of the Debtor during the Debtor's bankruptcy
case.
The firm will be paid at these rates:
Attorneys $495 to $725 per hour
Paraprofessionals $300 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
During the one-year period prior to the Petition Date, the Debtor
paid the total sum of $5,000 to LNBYG to assist the Debtor with its
reorganization efforts. In addition to the Initial Retainer, the
Debtor's managing member agreed to pay to LNBYG as a capital
contribution to the Debtor an additional $5,000 by the 7th day of
each month, commencing with the month of April 7, 2024.
Ron Bender, Esq., a partner at Levene, Neale, Bender, Yoo &
Golubchik L.L.P., 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:
Ron Bender, Esq.
Carmela T. Pagay, Esq.
Levene, Neale, Bender, Yoo & Golubchik L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: rb@lnbyg.com
ctp@lnbyg.com
About Sadvipra LLC
Sadvipra LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Sadvipra LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12336) on
March 26, 2024, listing $1 million to $10 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Josemar Mercado as managing member.
Judge Barry Russell presides over the case.
Ron Bender, Esq. at Levene, Neale, Bender, Yoo & Golubchik L.L.P.
represents the Debtor as counsel.
SERENE DISTRICT: Seeks to Hire Hilco Real Estate as Broker
----------------------------------------------------------
Serene District Townhomes, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Hilco
Real Estate, LLC as its broker.
The broker will render these services:
a. meet with the Debtor to ascertain the Debtor's goals,
objectives, and financial parameters in selling the properties;
b. solicit interested parties for the sale of each property
and marketing of each Property for sale through an accelerated
sales process; and
c. negotiate the terms of the sale of each property.
Hilco will be compensated as follows:
a. A commission of 6.25 percent of the Gross Sale Proceeds.
b. The Debtor shall reimburse the broker for all reasonable
and customary reimbursable expenses capped at $15,000.
Hilco is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, as disclosed in the court filings.
The firm can be reached through:
Eric W. Kaup
Hilco Real Estate, LLC
5 Revere Dr, Suite 206
Northbrook, IL 60062
Email: ekaup@hilcoglobal.com
About Serene District Townhomes
Serene District Townhomes, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner
of the real property located at 2701 S. Highway 78, Wylie Texas
valued at $3 million.
Serene District Townhomes filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-40749) on April 1, 2024. In the petition signed by Ryan Cole,
managing member, the Debtor disclosed $3,000,000 in assets and
$1,485,500 in liabilities.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
SINTX TECHNOLOGIES: Dr. B. Sonny Bal to Step Down as CEO
--------------------------------------------------------
SINTX Technologies, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on April 25, 2024,
B. Sonny Bal, MD, informed the board of directors of his intention
to retire from his position as President and Chief Executive
Officer of the Company, effective on the Company naming a
replacement President and Chief Executive Officer. Dr. Bal will
continue to serve on the Company's board of directors in the
position of Chairman.
The board of directors of the Company intends to conduct a search
of potential internal and external candidates to replace Dr. Bal.
Upon naming a replacement, Dr. Bal's retirement as President and
Chief Executive Officer will become effective. Until that time, Dr.
Bal will continue to serve as President and Chief Executive
Officer.
In connection with Dr. Bal's retirement, Dr. Bal and the Company
entered into a Separation and Release of Claims Agreement. The
Agreement provides that in exchange for Dr. Bal's covenants and
releases under the terms of the Agreement, Dr. Bal will receive
upon his retirement a lump sum payment equal to three months of
salary and the Company will pay Dr. Bal's COBRA premium for a
period of three months should he elect COBRA benefits.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com/ -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for biomedical, technical, and antipathogenic applications. The
core strength of SINTX Technologies is the manufacturing, research,
and development of advanced ceramics for external partners.
Lehi, Utah-based Tanner LLC, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company has recurring losses from
operations and negative operating cash flows and needs to obtain
additional financing to finance its operations. These issues raise
substantial doubt about its ability to continue as a going
concern.
SMC ENTERTAINMENT: Incurs $1.6 Million Net Loss in 2023
-------------------------------------------------------
SMC Entertainment, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$1.56 million on $752 of revenue for the year ended Dec. 31, 2023,
compared to a net loss of $1.23 million on $0 of revenue for the
year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $371,463 in total assets,
$3.70 million in total liabilities, and a total stockholders'
deficit of $3.33 million.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since March 2022, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company suffered an
accumulated deficit of $17,560,687, net loss of $1,560,683 and a
negative working capital of $3,393,255. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SMC said, "The Company's ability to continue as a going concern is
dependent upon its ability to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they come due, to fund possible future
acquisitions, and to generate profitable operations in the future.
Management plans to provide for the Company's capital requirements
by continuing to issue additional equity and debt securities. The
outcome of these matters cannot be predicted at this time and there
are no assurances that, if achieved, the Company will have
sufficient funds to execute its business plan or generate positive
operating results."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1497230/000165495424004626/smc_10k.htm
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. -- www.smceinc.com --
is a versatile holding company focused on acquisition and support
of proven commercialized financial services and technology
(Fintech) companies. SMC's multi-discipline growth by acquisition
approach is to enhance revenues and shareholder equity.
SMC ENTERTAINMENT: Inks Marketing Agreement With Plato Technologies
-------------------------------------------------------------------
SMC Entertainment announced a marketing agreement and collaboration
with Plato Technologies Inc.
Plato Technologies specializes in AI content disruption and AI
management systems. The collaboration will enable the Company to
market Plato's platform directly to web and content development
teams. The companies have agreed on a revenue sharing agreement
after deducting individual client acquisition costs.
"This is just the beginning," stated Erik Blum CEO of SMC, "We are
very excited to be engaged with Plato to further our development
and building of our internal AI foundation. The success of any ML/
AI program is data points and content management. Plato excels at
both management of those data points and providing a cohesive
platform to execute on. We believe we can successfully market
their platform and in turn gain valuable access to its archived
content. Content is key in assimilating market data. We want to
utilize that content in our market driven machine learning program
for trading. The synergies are huge and provide us an accelerated
platform to execute on our business plan."
"Since our inception, we are continuously setting a new standard on
what Generative AI and Generative Intelligence represents to the
capital markets. Our network allows us to authentically connect
the communities our data and content represents to the verticals we
support. This partnership represents a best of class opportunity
to leverage our technology across SMC's growing ecosystem," Bryan
Feinberg, Plato's CEO and Founder commented.
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. --
http://www.smceinc.com/-- is a versatile holding company focused
on acquisition and support of proven commercialized financial
services and technology (Fintech) companies. SMC's
multi-discipline growth by acquisition approach is to enhance
revenues and shareholder equity.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since March 2022, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company suffered an
accumulated deficit of $17,560,687, net loss of $1,560,683 and a
negative working capital of $3,393,255. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SMITH MICRO: Regains Nasdaq Compliance
--------------------------------------
Smith Micro Software, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on April 29,
2024, the Company received written notification from Nasdaq
indicating that the Company's Common Stock had a closing price at
or greater than $1.00 per share for the last 12 consecutive
business days, from April 11 to April 26, 2024, and that, as a
result, the Company has regained compliance with the Minimum Bid
Price Requirement and the matter is now closed.
On December 27, 2023, the Company received a notice from the
Listing Qualifications Staff of The Nasdaq Stock Market that the
Company's Common Stock did not meet the $1.00 minimum bid price
requirement pursuant to Nasdaq Listing Rule 5550(a)(2), and in
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was
provided an initial compliance period of 180 calendar days, or
until June 24, 2024, to regain compliance with the Minimum Bid
Price Requirement.
About Smith Micro Software
Pittsburgh, Pa.-based Smith Micro Software, Inc. develops software
to simplify and enhance the mobile experience, providing solutions
to some of the leading wireless and cable service providers around
the world. Smith Micro'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.
Los Angeles, Calif.-based SingerLewak LLP., the Company's auditor,
issued a "going concern" qualification in its report dated February
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.
SPIRITS CAPITAL: Urish Popeck Raises Going Concern Doubt
--------------------------------------------------------
Spirits Capital Corporation 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.
Pittsburgh, Pa.-based Urish Popeck & Co., LLC, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
at December 31, 2023 and 2022. These conditions raise substantial
doubt about its ability to continue as a going concern.
The Company generated a net loss of $5,591,105 for the year ended
December 31, 2023, down from a net loss of $32,477,619 for the year
ended December 31, 2022. The Company did not generate any revenue
from product sales during the years ended December 31, 2023 and
2022. As of December 31, 2023, the Company's current assets
exceeded its current liabilities by $1,693,701. As of December 31,
2023, the Company had $2,057,843 of cash.
The Company will require additional funding during the next 12
months to finance the growth of its current operations and achieve
its strategic objectives. These factors, as well as the uncertain
conditions that the Company faces relative to capital raising
activities, create substantial doubt as to the Company's ability to
continue as a going concern. The Company is seeking to raise
additional capital principally through its Regulation A, Tier 2
offering and is targeting strategic partners in an effort to
finalize the development of its products and begin generating
revenues. The ability of the Company to continue as a going concern
is dependent upon the success of future capital offerings or
alternative financing arrangements and expansion of its operations.
Management is actively pursuing additional sources of financing
sufficient to generate enough cash flow to fund its operations
through calendar year 2024. However, management cannot make any
assurances that such financing will be secured.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/465y58c5
About Spirits Capital
Spirits Capital Corporation is a Delaware corporation formed on
December 5, 1995. The Company is currently structured as a holding
company for the businesses of its subsidiaries. The Company
currently has one operating wholly owned subsidiary, Spirits
Global, Inc., a Delaware corporation. SG was organized on May 7,
2018. It engages in the sale of Cask Investment Deeds that provide
a fixed return over a fixed period of time.
As of December 31, 2023, the Company has $3,594,606 in total
assets, $2,449,452 in total liabilities, and $1,145,154 total
stockholders' equity.
STALWART PLASTICS: Committee Taps Keck Legal as Legal Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Stalwart Plastics,
Inc. seeks approval from the U.S. Bankruptcy Court for the Middle
District of Georgia to hire Keck Legal, LLC as its legal counsel.
The firm will render these services:
(a) advise the Committee with respect to its rights, duties,
and powers in this Case;
(b) assist and advise the Committee in its consultations with
the Debtor in connection with the administration of this Case;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtor, operation of the businesses and the desirability of
continuing or selling such businesses and/or assets under
Bankruptcy Code section 363, the formulation of a chapter 11 plan,
and other matters relevant to this Case;
(d) assist the Committee in analyzing the claims of the
creditors and the capital structure and in negotiating with holders
of claims and equity interests, including analysis of possible
objections to the nature, extent, validity, priority, amount,
subordination, or avoidance of claims and/or transfers of property
in consideration of such claims;
(e) advise and represent the Committee in connection with
matters generally arising in this Case, including the obtaining of
credit, the sale of assets, and the rejection or assumption of
executory contracts and unexpired leases;
(f) appear before this Court and any other federal, state, or
appellate court;
(g) prepare, on behalf of the Committee, any pleadings,
including without limitation motions, memoranda, complaints,
objections, and responses to any of the foregoing; and
(h) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
The firm will be paid at these rates:
Benjamin R. Keck $445 per hour
Craig A. Cooper $350 per hour
Miriam Lochridge $165 per hour
Selah Owusu $95 per hour
Miguel Quinonez $95 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin R. Keck, Esq., a partner at Keck Legal, LLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Benjamin Keck, Esq.
Keck Legal, LLC
2566 Shallowford Rd. Suite 104-252
Atlanta, GA 30345
Tel: (678) 641-1720
Email: bkeck@kecklegal.com
About Stalwart Plastics, Inc.
Stalwart Plastics, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-40194) on March
29, 2024. In the petition signed by Angelina Valero, chief
financial officer, the Debtor disclosed up to $50 million in both
assets and liabilities.
David L. Bury, Jr., Esq., at STONE & BAXTER, LLP, represents the
Debtor as legal counsel.
STARK ENERGY: Seeks to Hire Ahlgren Law Office as Legal Counsel
---------------------------------------------------------------
Stark Energy, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of North Dakota to hire Ahlgren Law Office, PLLC
as its counsel.
The firm will render professional services to the Debtor in all
post-confirmation matters that may arise out of and in the course
of the administration of the Debtor's estate and for the benefit of
such estate, including representation in on-going adversary
proceedings and matters relating to claims and claim objections.
The firm will be paid at these rates:
Erik A. Ahlgren, Esq. $335 per hour
Sarah Duffy , Esq. $275 per hour
Staff $75 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Erik Ahlgren, Esq., a partner at Ahlgren Law Office, PLLC,
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:
Erik A. Ahlgren, Esq.
Ahlgren Law Office PLLC
220 W. Washington Ave, Ste 105
Fergus Falls, MN 56537
Tel: (218) 998-2775
Email: erik@ahlgrenlawoffice.net
About Stark Energy, Inc.
Stark Energy, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 24-30168)
on April 23, 2024, listing up to $50,000 in assets and $1 million
to $10 million in liabilities. The petition was signed by Robert
Fettig as president.
Judge Shon Hastings presides over the case.
Erik A. Ahlgren, Esq. at Ahlgren Law Office, PLLC represents the
Debtor as counsel.
STEWARD HEALTH: Files Voluntary Chapter 11 Bankruptcy Petition
--------------------------------------------------------------
Steward Health Care, a national fully integrated value-based
healthcare system and the largest physician-led hospital operator
in the United States, on May 6 disclosed that it has commenced an
in-court restructuring process through the filing of voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of Texas.
The Company is finalizing the terms of debtor-in-possession
financing from Medical Properties Trust for initial funding of $75
million and up to an additional $225 million upon the satisfaction
of certain conditions acceptable to Medical Properties Trust.
Steward took this voluntary step on May 6 as a necessary measure to
allow the Company to continue to provide necessary care to its
patients in their communities without disruption. Steward does not
expect any interruptions in its day-to-day operations, which will
continue in the ordinary course throughout the Chapter 11 process.
Steward's hospitals, medical centers and physician's offices are
open and continuing to serve patients and the broader community and
our commitment to our employees will not change.
"Steward Health Care has done everything in its power to operate
successfully in a highly challenging health care environment.
Filing for Chapter 11 restructuring is in the best interests of our
patients, physicians, employees, and communities at this time,"
said Dr. Ralph de la Torre, Chief Executive Officer of Steward. "In
the past several months we have secured bridge financing and
progressed the sale of our Stewardship Health business in order to
help stabilize operations at all of our hospitals. With the delay
in closing of the Stewardship Health transaction, Steward was
forced to seek alternative methods of bridging its operations. With
the additional financing in this process, we are confident that we
will keep hospitals open, supplied, and operating so that our care
of our patients and our employees is maintained. By working
collaboratively with stakeholders in this court-supervised
controlled environment, and having the benefit of our earlier
strategic efforts, Steward will be better positioned to responsibly
transition ownership of its Massachusetts-based hospitals, keep all
of its hospitals open to treat patients, and ensure the continued
care and service of our patients and our communities."
The other primary factor driving this voluntary Chapter 11 case is,
in large part, due to Steward continuing to face challenges created
by insufficient reimbursement by government payors as a result of
decreasing reimbursement rates while at the same time facing
skyrocketing labor costs, increased material and operational costs
due to inflation, and the continued impacts of the COVID-19
pandemic. It is Steward's goal to resolve the Chapter 11 process as
quickly as possible, with the help of the court, with a view to the
long-term and sustainable financial health of the system.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed a chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STEWARD HEALTH: MPT to Extend $75MM DIP Financing
-------------------------------------------------
Medical Properties Trust, Inc. on May 6 issued the following
statement in response to Steward Health Care's decision to commence
an in-court restructuring process under Chapter 11 of the U.S.
Bankruptcy Code.
MPT said, "MPT has approved the funding of $75 million in
debtor-in-possession financing. The Company has not committed to
providing additional funding beyond this amount. MPT expects
Steward to use the financing to ensure continuity of patient care
while accelerating the re-tenanting of hospitals to new operators.
"Any debtor-in-possession financing terms are subject to approval
of the bankruptcy court."
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. (NYSE: MPW) --
https://www.medicalpropertiestrust.com/ -- is a self-advised real
estate investment trust formed in 2003 to acquire and develop
net-leased hospital facilities. From its inception in Birmingham,
Alabama, the Company has grown to become one of the world's largest
owners of hospital real estate with 439 facilities and
approximately 43,000 licensed beds in nine countries and across
three continents as of December 31, 2023. MPT's financing model
facilitates acquisitions and recapitalizations and allows operators
of hospitals to unlock the value of their real estate assets to
fund facility improvements, technology upgrades and other
investments in operations.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed a chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STOCKMAN LAWNSCAPE: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
for authority to use cash collateral, on a final basis, in
accordance with the budget.
The court said the Debtor may use the cash collateral only in the
normal course of business of the Debtor's business activities to
pay wages, taxes, reimbursements and other claims on behalf of
permanent employees, part-time employees, and such casual labor as
used in the past in the function of the Debtor's business. In
addition, Debtor may use the cash collateral to pay regular and
customary bills and invoices including rent, professional fees,
utilities, insurance, shipping costs, purchase money financing debt
and to purchase or replace inventory, supplies and/or to make
payments to Enterprise Bank.
As of the Petition Date, the Debtor was in default of a Business
Loan Agreement and U.S. Small Business Administration Note executed
by Debtor with Enterprise Bank on June 24, 2021, and in default on
a Forbearance Agreement executed by Debtor with Enterprise Bank
dated November 27, 2023 related thereto, in the amount of $333,728,
plus ongoing interest, fees, attorney's fees and costs.
Enterprise Bank holds a prepetition, perfected first security
interest in all of the cash collateral, as well as other collateral
of the Debtor, by virtue of the security interest held by
Enterprise Bank against all of the Debtor's inventory, chattel
paper, accounts, equipment (with the exception of specific leased
equipment and titled vehicles), instruments and general
intangibles, owned or acquired later, and all accessions,
replacements, additions, rights following disposition, proceeds and
produce therefrom, as evidenced by the Commercial Security
Agreement executed by Debtor on June 24, 2021 in favor of
Enterprise Bank, and perfected by the filing of UCC-1 Financing
Statement No. 20121052602158 on May 25, 2021 with the Pennsylvania
Department of State, which said liens extend postpetiton pursuant
to 11 U.S.C. section 552(b).
As adequate protection, the Prepetition Liens held by Enterprise
Bank on the Enterprise Collateral, inclusive of the cash
collateral, will be continued and/or replaced postpetition as to
all of the Debtor's prepetition and postpetition assets, including
the proceeds and produce thereof.
The Debtor will make payments totaling $7,500 per month to
Enterprise as a form of partial adequate protection.
There will be no further advances from Enterprise to the Debtor
under the Loan Documents and the obligations due from Debtor to
Enterprise will simply be paid out via the $7,500 monthly payments
until Enterprise is paid in full.
Enterprise Bank is granted a super-priority administrative expense
claim pursuant to 11 U.S.C. section 507(b) to theextent of the
diminution in the value of Enterprise's Collateral after the
Petition Date.
The Debtor will maintain adequate insurance coverage in an amount
acceptable to Enterprise Bank on all of the Enterprise Collateral,
inclusive of postpetition assets.
These events constitute an "Event of Default":
a. The failure of Debtor to observe or perform any term, condition,
covenant or agreement contained in the Cash Collateral Order or the
Loan Documents to the extent not inconsistent with this Cash
Collateral Order, which is not cured within 10 days after written
notice from Enterprise Bank to the Debtor and the Debtor's counsel
along with the filing by Enterprise Bank of an Affidavit of Default
with the Bankruptcy Court;
b. The conversion to another Chapter of bankruptcy or the filing of
any application or motion by the Debtor seeking conversion or
dismissal, unless consented to by Enterprise Bank; and
c. The entry of any order by the Bankruptcy Court or the filing of
a request by the Debtor for entry of an order appointing a trustee
in the Debtor's Bankruptcy or appointing an examiner in such case
with the authority to perform the duties of a trustee, unless
consented to Enterprise Bank.
A copy of the order is available at https://urlcurt.com/u?l=YXrXDe
from PacerMonitor.com.
About Stockman Lawnscape
Stockman Lawnscape, Inc., is a full-service landscaping company.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-22657) on December 11,
2023, with $0 to $50,000 in assets and $1 million to $10 million in
liabilities. Nathan Stockman, authorized representative, signed the
petition.
Judge John C. Melaragno oversees the case.
John Lacher, Esq. at LYNCH LAW GROUP LLC represents the Debtor as
legal counsel.
STOREN TECH: Fruci & Associates II Raises Going Concern Doubt
-------------------------------------------------------------
StorEn Technologies 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.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations, has accumulated deficits, and negative cash
flows from operations, and has stated that substantial doubt exists
about the Company's ability to continue as a going concern.
The Company is in a working capital position of $1,372,080, the
Company is in a cumulative net loss position of $7,487,973 as of
December 31, 2023, had negative cash flows from operations of
$2,101,221 and a net loss of $1,897,383 for the year ending
December 31, 2023. The Company's ability to continue as a going
concern within the next 12 months is dependent upon its ability to
produce revenues or obtain financing sufficient to meet current and
future obligations and deploy such to produce profitable operating
results. Management has evaluated these conditions and plans to
generate revenues and raise capital as needed to satisfy its
capital needs. 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/mwuzvaed
About StorEn Technologies
Greenville, S.C.-based StorEn Technologies is a vanadium redox flow
battery manufacturer with products for residential, industrial and
telecom applications. Its patent-pending batteries provide an
efficient and cost-effective energy storage solution.
As of December 31, 2023, the Company has $1,847,132 in total
assets, $197,940 in total liabilities, and $1,649,192 in total
stockholder's equity.
SUMMIT THERAPEUTICS: Financial Losses Raise Going Concern Doubt
---------------------------------------------------------------
Summit Therapeutics Inc. disclosed in a Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarterly
period ended March 31, 2024, that there is substantial doubt about
its ability to continue as a going concern.
According to the Company, during the three months ended March 31,
2024, it incurred a net loss of $43.5 million, and cash flows used
in operating activities for the three months ended March 31, 2024
was $30.1 million. As of March 31, 2024, the Company had an
accumulated deficit of $1.04 billion, cash, and cash equivalents of
$61.3 million, short-term investments in U.S. treasury securities
of $95.4 million. The Company expect to continue to generate
operating losses for the foreseeable future.
"We have evaluated whether our cash, cash equivalents and U.K.
research and development tax credits provide sufficient cash to
fund our operating cash needs for the next twelve months. . . . We
are investing in the clinical development of ivonescimab, including
its ongoing clinical trials. In addition, we have a $100 million
promissory note and interest payable to a related party . . . that
matures on April 1, 2025. Based upon our cash and cash equivalents
and short-term investments as of March 31, 2024, we expect to be
able to operate through the first quarter of 2025. In order to
further fund our operating cash needs and repay this promissory
note, we intend to raise additional capital. As of the date of this
filing, the additional capital has not been secured. As a result,
these conditions raise substantial doubt about our ability to
continue as a going concern," the Company explained.
"We will need to seek additional funding in the future to fund
operations. Additional capital, when needed, may not be available
to us on acceptable terms, or at all. To the extent that we raise
additional capital through the sale of equity or convertible debt
securities, the ownership interest of our existing stockholders may
be diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect the rights
of our existing stockholders. Additional debt financing, if
available, may involve agreements that include covenants limiting
or restricting our ability to take specific actions, such as
incurring additional debt, making capital expenditures or declaring
dividends or other distributions. If we raise additional funds
through collaborations, strategic alliances or marketing,
distribution, or licensing arrangements with third parties, we may
have to relinquish valuable rights to our technologies, future
revenue streams, research programs or product candidates or to
grant licenses on terms that may not be favorable to us."
The Company warned that if it is unable to raise additional funds
through equity or debt financings or other arrangements when
needed, it may be required to delay, limit, reduce or terminate its
product development or future commercialization efforts or grant
rights to develop and market product candidates that it would
otherwise prefer to develop and market ourselves, which could
materially adversely affect its business prospects or its ability
to continue operations.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/mr2a8pes
About Summit Therapeutics
Miami, Fla.-based Summit Therapeutics Inc. is a biopharmaceutical
company focused on the discovery, development, and
commercialization of patient-, physician-, caregiver- and
societal-friendly medicinal therapies intended to improve quality
of life, increase potential duration of life, and resolve serious
unmet medical needs.
As of March 31, 2024, the Company has $176.8 million in total
assets, $132.6 million in total liabilities, and $44.2 in total
stockholders' equity.
SUNMEADOWS LLC: Seeks to Hire Goe Forsythe as Bankruptcy Counsel
----------------------------------------------------------------
Sunmeadows, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Goe Forsythe & Hodges
LLP as its general bankruptcy counsel.
The Debtor requires legal counsel to:
a. advise and assist Debtor with respect to compliance with
the requirements of the United States Trustee;
b. advise Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor with respect to its
assets and with respect to the claims of creditors;
c. advise Debtor regarding assumption and rejection of
executory contracts and leases;
d. represent Debtor in any proceedings or hearings in the
Bankruptcy Court where Debtor's rights under the Bankruptcy Code
may be litigated or affected;
e. represent Debtor in preparing and prosecuting a complaint
against an entity named RR1050, LLC relating to an option agreement
for a residential real estate development project in the city of
Colton, California, that Debtor intends to file shortly after the
commencement of its chapter 11 case. Debtor seeks to recharacterize
the transaction embodied in the option agreement as a loan
transaction/financing, and also to find the interest charged to be
usurious and unenforceable;
f. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this chapter 11 case;
g. advise Debtor concerning the requirements of the Bankruptcy
Court and applicable rules as the same affect Debtor in this
proceeding;
h. assist Debtor in negotiation, formulation, confirmation, and
implementation of a chapter 11 plan of reorganization;
i. make any bankruptcy court appearances on behalf of Debtor;
and
j. take such other action and perform such other services as
Debtor may require of the Firm in connection with this chapter 11
case.
The firm will be paid at these rates:
Attorneys $375 to $650 per hour
Of Counsel $450 to $625 per hour
Paralegals $195 to $225 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a pre-bankruptcy retainer of $110,000.
Robert Goe, Esq., a partner at Goe Forsythe & Hodges, 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:
Robert P. Goe, Esq.
GOE FORSYTHE & HODGES, LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: rgoe@goeforlaw.com
About Sunmeadows, LLC
Sunmeadows, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-11012) on April 22, 2024. The petition was signed by William Lo
as manager. At the time of filing, the Debtor estimated $50 million
to $100 million in assets and $10 million to $50 million in
liabilities.
Robert P Goe, Esq. at Goe Forsythe & Hodges LLP represents the
Debtor as counsel.
SUPERIOR READY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Superior Ready Mix of Texas, LLC
146 Motts Parkway
Marion, TX 78124
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-50825
Debtor's Counsel: James S. Wilkins, Esq.
JAMES S. WILKINS P.C.
1100 NW Loop 410, Ste. 700
San Antonio, TX 78213
Tel: 210-271-9212
Email: jwilkins@stic.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frank Shumate as president.
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/WOBDQLY/SUPERIOR_READY_MIX_OF_TEXAS_LLC__txwbke-24-50825__0001.0.pdf?mcid=tGE4TAMA
SUPOR PROPERTIES: Seeks to Hire Sean Raquet CPA, LLC as Accountant
------------------------------------------------------------------
Supor Properties Enterprises LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
hire Sean Raquet CPA, LLC as accountant.
The firm will render these services:
a. perform ongoing monthly bookkeeping tasks;
b. perform monthly reconciliations for all accounts;
c. maintain and update expense allocation, depreciation, and
other schedules on an as-needed basis;
d. prepare and file federal and state tax returns, if needed;
e. prepare monthly financial and operating reports; and
f. consultation on an as needed basis.
Sean Raquet CPA, LLC received an $18,000 retainer.
Sean Raquet, a partner at Sean Raquet, CPA, LLC, 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:
Sean Raquet
Sean Raquet, CPA, LLC
P.O. Box 223
72 Laurelwood Court
Rockaway, NJ 07866
About Supor Properties Enterprises LLC
Supor Properties Enterprises LLC are Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-13427) on April 2,
2024. In the petition, the Debtor disclosed up to $500,000 in
assets and up to $100 million in liabilities.
Judge Stacey L. Meisel oversees the case.
Michael E. Holt, Esq., at Forman Holt, represents the Debtor as
legal counsel.
SUPOR PROPERTIES: Seeks to Tap Forman Holt as Bankruptcy Counsel
----------------------------------------------------------------
Supor Properties Enterprises LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
hire Formanlaw LLC d/b/a Forman Holt as their attorneys.
The Debtor requires legal counsel to:
(a) give advice regarding compliance with the United States
Trustee's guidelines for Chapter 11 cases;
(b) interact with the Chapter 11 trustee and her professionals
in the Debtor's Chapter 11 case;
(c) advise the Debtor and negotiate with the Debtor's
creditors regarding preparing and obtaining approval of a plan of
reorganization.
(d) prepare all necessary legal papers;
(e) appear before the bankruptcy court and other courts, if
necessary;
(f) negotiate and prepare documents relating to the
disposition of the Debtor's assets where appropriate;
(g) perform such other legal services for the Debtor as may be
necessary and appropriate; and
(h) provide general guidance to the Debtor in connection with
the Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Charles M. Forman, Attorney $800
Erin J. Kennedy, Attorney $650
Michael E. Holt, Attorney $650
Jordan DeFlora, Attorney $550
Kimberly J. Salomon, Attorney $475
Paraprofessionals and Legal Assistants $275-$300
On March 22, 2024, Forman Holt received prepetition retainers
totaling $135,000.
Michael Holt 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:
Michael E. Holt, Esq.
Forman Holt
365 West Passaic Street, Suite 400
Rochelle Park, NJ 07662
Telephone: (201) 845-1000
Email: mholt@formanlaw.com
About Supor Properties Enterprises LLC
Supor Properties Enterprises LLC are Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-13427) on April 2,
2024. In the petition, the Debtor disclosed up to $500,000 in
assets and up to $100 million in liabilities.
Judge Stacey L. Meisel oversees the case.
Michael E. Holt, Esq., at Forman Holt, represents the Debtor as
legal counsel.
TAMG REALTY: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: TAMG Realty Inc.
1290 W. Spring Street
Suite 222
Smyrna, GA 30080
Business Description: TAMG Realty owns three properties, all
located in Georgia, having a total
current value of $4.7 million.
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-54636
Debtor's Counsel: Michael D Robl, Esq.
ROBL LAW GROUP LLC
3754 LaVista Road
Suite 250
Tucker, GA 30084
Tel: 404-373-5153
Fax: 404-537-1761
Email: michael@roblgroup.com
Total Assets: $4,846,000
Total Liabilities: $4,867,038
The petition was signed by Tiffany Gray as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/RE475IQ/TAMG_Realty_Inc__ganbke-24-54636__0001.0.pdf?mcid=tGE4TAMA
TEGNA INC: Shareholders OK Board Re-Election, Amendments
--------------------------------------------------------
Shareholders of TEGNA Inc. has approved the re-election of nine
board members and an advisory resolution on the compensation of the
company's named executive officers.
TEGNA shareholders re-elected Board Chairman Howard D. Elias,
president and CEO Dave Lougee, Gina L. Bianchini, Stuart J.
Epstein, Karen H. Grimes, Scott K. McCune, Henry W. McGee, Neal B.
Shapiro and Melinda C. Witmer to the Board of Directors at the
company's annual meeting held this morning. Directors will serve
one-year terms ending at TEGNA's 2025 annual meeting.
At the meeting, TEGNA's shareholders also ratified the appointment
of PricewaterhouseCoopers LLP as the company's independent
registered public accounting firm for the 2024 fiscal year.
Additionally, at the Annual Meeting, the Company's shareholders
approved amendments to the Company's Fourth Restated Certificate of
Incorporation to include provisions relating to (i) a shareholder
right to call a special shareholder meeting and (ii) the
exculpation of the Company's officers under certain circumstances.
These amendments became effective upon the filing of the Company's
Fifth Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware on April 24, 2024.
On April 23, 2024, the Board also approved amendments to the
By-laws of the Company, which became effective concurrently with
the effectiveness of the Restated Charter. The By-laws were amended
to implement the Special Meeting Right and to provide certain
procedural and informational requirements related to the Special
Meeting Right.
About TEGNA
Headquartered in Tysons Corner, Virginia, TEGNA Inc. (NYSE: TGNA)
is an American publicly traded broadcast, digital media and
marketing services company. It was created on June 29, 2015, when
the Gannett Company split into two publicly traded companies. As
of Sept. 30, 2023, TEGNA has $7.20 billion in total assets and
$4.22 billion in total liabilities.
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc.
TELESCOPE PROPERTIES: Hires Robert Bassel as Bankruptcy Counsel
---------------------------------------------------------------
Telescope Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Robert Bassel
as bankruptcy counsel.
The firm will assist with the preparation of accrual based
accounting and financial documents and Monthly Operating Reports
("MOR's") in accordance with the U.S. Trustee's Operating
Instructions and Reporting Requirements.
The firm will be paid at $350 per hour.
The firm will be paid a retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Bassel, Esq., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Robert Bassel, Esq.
P.O. Box T
Clinton, MI 49236
Telephone: (248) 677-1234
Email: bbassel@gmail.com
About Telescope Properties, LLC
The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).
Telescope Properties, LLC in Flint, MI, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D. Mich. Case No.
24-30425) on March 6, 2024, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Shabi Jafri as
principal, signed the petition.
Judge Joel D. Applebaum oversees the case.
Robert N. Bassel, Esq. serve as the Debtor's legal counsel.
TEXAS REIT: Seeks to Hire Holland & Knight as Special Counsel
-------------------------------------------------------------
Texas REIT LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Holland & Knight LLP as its
special counsel.
The services of Holland & Knight will be limited to special counsel
for litigation (including adversary proceedings) and contested
matters in this case.
Holland & Knight received a retainer of $15,000, paid by relatives
of Ali Choudhri, a creditor.
The hourly rates of attorneys range from $450 to $900 per hour. The
primary counsel will be Mark C. Taylor, whose rate is $750 per
hour.
Mark C. Taylor, a partner at Holland & Knight LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark C. Taylor, Esq.
Holland & Knight, LLP
100 Congress Avenue, 18th Floor
Austin, TX 78701
Tel: (512) 685-6400
Fax: (512) 685-6417
About Texas REIT LLC
Texas REIT, LLC owns a strip center in Houston, Texas located at
8050-8098 Westheimer.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10120) on February 6,
2024. In the petition signed by Drew Dennett, authorized
representative, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Shad Robinson oversees the case.
Stephen W Sather, Esq., at Barron & Newburger, PC, represents the
Debtor as legal counsel.
THORMOGENESIS HOLDINGS: Receives Noncompliance Notice From Nasdaq
-----------------------------------------------------------------
ThermoGenesis Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on April 19, 2024, it
received a notice from The Nasdaq Stock Market that the Company
does not presently comply with Nasdaq's Listing Rule 5550(b)(1)
that requires the Company to maintain a minimum of $2,500,000 in
stockholders' equity for continued listing. Additionally, as of
April 24, 2024, the Company does not meet the alternatives of
market value of listed securities or net income from continuing
operations under Nasdaq Listing Rules.
The Nasdaq Notice does not have any immediate effect on the listing
of the Company's common stock on the Nasdaq Capital Market and the
Company has 45 calendar days from the date of the Nasdaq Notice to
submit a plan to Nasdaq to regain compliance with Nasdaq's
continued listing rules. If the Company's plan is accepted, Nasdaq
can grant the Company an extension of up to 180 calendar days from
the date of the Nasdaq Notice for the Company to evidence
compliance with its plan and with the relevant Nasdaq continued
listing rules.
In connection with the Company's plan, once submitted, Nasdaq staff
will consider such things as the likelihood that the plan will
result in compliance with Nasdaq's continued listing criteria, the
Company's past compliance history, the reasons for the Company's
current non-compliance, other corporate events that may occur
during staff's review period, the Company's overall financial
condition, and the Company's public disclosures. If, in the
staff's consideration of the Company's plan, the staff were to
determine that the Company would not be able to cure the
deficiency, then Nasdaq would provide notice that the Company's
common stock would be subject to delisting. Upon such a notice,
the Company would have the right to appeal that determination and
the Company's common stock would continue to remain listed on the
Nasdaq Capital Market until the completion of the appeal process.
The Company is considering various actions that it may take in
response to the Nasdaq Notice in order to provide to Nasdaq the
required plan to regain compliance with the continued listing
requirements, but the Company has not currently completed its
internal analysis regarding the items to be included in its plan to
be submitted to Nasdaq staff.
About ThermoGenesis Holdings
Headquartered in Rancho Cordova, California, ThermoGenesis
Holdings, Inc. -- www.thermogenesis.com -- develops and
commercializes a range of automated technologies for cell-banking,
cell-processing, and cell-based therapeutics. Since the 1990's,
ThermoGenesis Holdings has been a pioneer in, and a leading
provider of, automated systems that isolate, purify and
cryogenically store units of hematopoietic stem and progenitor
cells for the cord blood banking industry.
New York, NY-based Marcum LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated April
15, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional capital to grow its business, fund operating expenses
and make interest payments. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
TRINITY PLACE: CEO's Employment Deal Revised
--------------------------------------------
Trinity Place Holdings Inc. and Matthew Messinger, its chief
executive officer, on April 26, 2024, entered into an amendment to
Mr. Messinger's employment agreement, dated as of October 1, 2013,
as amended by the Amendment to Employment Agreement, dated as of
September 11, 2015, and the Company's joint venture, TPHGreenwich
Holdings LLC, the Company disclosed in a recent Form 8-K filing
with the Securities and Exchange Commission.
Mr. Messinger also entered into a consulting agreement.
Under the Amendment, the Company agreed to make these payments to
Mr. Messinger in exchange for Mr. Messinger's agreement to continue
his employment as the Company's CEO until July 31, 2024, unless
extended by the parties, and that he will no longer have the right
to terminate the Employment Agreement with Good Reason:
(i) $300,000 within seven days of execution of the Amendment;
(ii) $300,000 on August 1, 2024; and
(iii) $300,000 on November 1, 2024.
In addition, on the Termination Date, Mr. Messinger's unvested
restricted stock unit grants will vest, and following the
Termination Date, the Company will reimburse Mr. Messinger for
COBRA continuation coverage for a period of 18 months. These
payments, as well as the payments under the Consulting Agreement,
will constitute full settlement with regards to any severance
payable to Mr. Messinger under the Employment Agreement.
For so long as Mr. Messinger is not in breach of the Amendment or
the Consulting Agreement, to the extent that a seat on the
Company's board of directors is then available, until June 30,
2026, TPHS Lender LLC, a Delaware limited liability company, will
exercise its vote as shareholder in favor of electing Mr. Messinger
to the Company's board of directors, in addition to its existing
board appointment rights.
Upon the Termination Date, the Consulting Agreement will
automatically become effective, unless the Employment Agreement is
otherwise terminated in accordance with its terms. Under the
Consulting Agreement, Mr. Messinger has agreed to provide certain
consulting services as an independent contractor to TPHGreenwich
related to the properties owned by TPHGreenwich, in exchange for
certain consulting payments:
-- upon the earlier to occur of June 1, 2026 and
* the sale of the Company's Paramus property, $200,000;
* the sale of the property at 237 11th Street, Brooklyn,
New York, $800,000;
* the receipt of the final certificate of occupancy at
the 42 Trinity Place Condominium located at
77 Greenwich Street, New York, New York, $150,000;
* the receipt of the agreement by the builder to
complete the facade remediation at the 77G Property,
$150,000;
* final completion of the facade remediation at the
77G Property, $200,000; and
* final resolution of the litigation related to the
237 11th Property, $400,000.
The timing of the payments is conditioned on the existence of
Available Cash -- as defined in TPHGreenwich's operating agreement
-- sufficient to make such payments; provided that TPHGreenwich
must create a special reserve for payment of such amounts using the
portion of the proceeds of the sale of the 237 11th Property or 237
11th Litigation distributed to TPHGreenwich by its subsidiaries
which constitutes Available Cash.
The Consulting Agreement will remain in effect until June 1, 2026,
unless sooner terminated in accordance with its terms.
On March 18, 2024, Mr. Messinger informed the Board of the
occurrence of events which he maintains constitute "Good Reason"
for termination in accordance with his employment agreement with
the Company. Under the Employment Agreement, the Company has 30
days from the date of the Notice to cure the circumstances provided
in the Notice. If the Company fails to timely cure such
circumstances in accordance with the terms of the Employment
Agreement and those circumstances otherwise constitute an event of
Good Reason -- as defined in the Employment Agreement -- Mr.
Messinger's employment will be deemed to be terminated for Good
Reason at the end of the cure period, and Mr. Messinger would be
entitled to certain benefits set forth in the Employment
Agreement.
Trinity Place disclosed in a Form 8-K Report that on April 17,
2024, the Company and Mr. Messinger entered into an amendment to
Mr. Messinger's employment agreement pursuant to which, without
waiving any party's rights under the Employment Agreement or
otherwise, the parties agreed that the end of the 30-day cure
period that the Company has to cure the circumstances provided in
the written notice delivered by Mr. Messinger to the board of
directors of the Company of the occurrence of events which he
maintains constitute "Good Reason" for termination in accordance to
the Employment Agreement, was extended until April 26, 2024.
In March, the Company said the parties have been and remain in
active discussions regarding the terms of Mr. Messinger's continued
employment.
Mr. Messinger has been the Company's President and CEO since 2013
and has served as a director of the Company since 2016.
About Trinity Place
Trinity Place Holdings Inc. is a real estate holding, investment,
development and asset management company. The Company's largest
asset is a property located at 77 Greenwich Street in Lower
Manhattan, which is nearing completion as a mixed-use project
consisting of a 90-unit residential condominium tower, retail space
and a New York City elementary school. The Company also owns a
105-unit, 12-story multi-family property located at 237 11th Street
in Brooklyn, New York as well as a property occupied by a retail
tenant in Paramus, New Jersey.
The Company said in its Quarterly Report for the period ended Sept.
30, 2023, that its cash and cash equivalents will not be sufficient
to fund the Company's operations, debt service, amortization and
maturities and corporate expenses beyond the next few months,
unless the Company is able to both extend or refinance or otherwise
resolve its maturing debt and also raise additional capital or
enter into a strategic transaction, creating substantial doubt
about its ability to continue as a going concern.
Trinity Place on Feb. 14, 2024, consummated the transactions
contemplated by the Stock Purchase Agreement, dated as of Jan. 5,
2024, between the Company, TPHS Lender LLC, the lender under the
Company's Corporate Credit Facility -- Company Investor -- and TPHS
Investor LLC, an affiliate of the Company Investor -- JV Investor
-- pursuant to which (i) the Company Investor purchased 25,112,245
shares of common stock, par value $0.01 per share of the Company
for a purchase price of $0.30 per share, (ii) the Company and the
JV Investor entered into an amended and restated limited liability
company operating agreement of TPHGreenwich. pursuant to which the
JV Investor was appointed the initial manager of, and acquired a 5%
interest in, TPHGreenwich, and which JV continues to own,
indirectly, all of the real property assets and liabilities of the
Company, and (iii) TPHGreenwich entered into an asset management
agreement with a newly formed subsidiary of the Company -- TPH
Manager -- pursuant to which TPHGreenwich hired the TPH Manager to
act as initial asset manager for TPHGreenwich for an annual
management fee. Under the Recapitalization Transactions, the real
estate assets and related liabilities as well as the Corporate
Credit Facility became part of TPHGreenwich, with the Company
retaining the substantial federal, state and local tax NOLs,
intellectual property and a 95% equity interest in TPHGreenwich. In
addition, the maturity date of each of the mortgage loan agreement
and mezzanine loan agreement for 77 Greenwich -- the property
located at 77 Greenwich Street in Lower Manhattan, which is
substantially complete as a mixed-use project consisting of a
90-unit residential condominium tower, retail space and a New York
City elementary school -- was extended to Oct. 23, 2025 with an
option to extend for an additional year, and the maturity date of
the Corporate Credit Facility was extended to June 30, 2026.
The Company said the closing of the Recapitalization Transactions
resulted in the removal of substantial doubt for the entities to
continue as a going concern.
As of December 31, 2023, the Company had $267.5 million in total
assets, $277.6 million in total liabilities, and $10 million in
total stockholders' deficit.
TRIPLEPULSE INC: Fruci & Associates II Raises Going Concern Doubt
-----------------------------------------------------------------
TriplePulse, Inc., dba TruBrain, 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.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations, has a net capital deficiency, and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
The Company has incurred losses from inception of approximately
$1.5 million, has historically suffered negative cash flows, and
has limited working capital. The Company's 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 maintain profitable operations and cash flows. There
are no assurances that management's plans will be successful.
A full-text copy of the Company's Form 1-K is available at
https://tinyurl.com/3f9ss5sn
About TriplePulse, Inc.
Santa Monica, Calif.-based TriplePulse, Inc., dba TruBrain, is a
brand in high-performance cognitive nutrition. Its products
include drinks, bars, capsules, powder sticks and coffee topping.
As of December 31, 2023, the Company has $2.25 million in total
assets, $496,530 in total liabilities, and $1.76 million in total
stockholders' equity.
TST BEVERAGES: Seeks Approval to Hire Kelly Firm as Legal Counsel
-----------------------------------------------------------------
TST Beverages, LLC d/b/a Bottles by Sickles seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to hire The
Kelly Firm, P.C. to handle its Chapter 11 case.
The firm will render these services:
a. counsel and advise the Debtor with respect to its rights
and obligations as Debtor and Debtor-in-possession;
b. appear in the bankruptcy court;
c. assist in formulation, negotiating and securing confirmation
of a plan of reorganization or liquidation;
d. make determinations of the validity and extent of any liens
which may be asserted against the assets of the estate; and
e. render any other professional services.
The firm will be paid based upon its normal and usual hourly rates
and will be reimbursed for out-of-pocket expenses incurred.
Andrew Kelly, Esq., a partner at The Kelly Firm, 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:
Andrew J. Kelly, Esq.
The Kelly Firm, P.C.
1011 Highway 71, Suite 200
Spring Lake, NJ 07762
Tel: (732) 449-0525
Email: akelly@kbtlaw.com
About TST Beverages
TST Beverages owns and operates a liquor store.
TST Beverages, LLC d/b/a Bottles by Sickles filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 24-14130) on April 23, 2024, listing $549,388 in
assets and $5,261,746 in liabilities.
Andrew J. Kelly, Esq. at THE KELLEY FIRM, P.C. represents the
Debtor as counsel.
TST BEVERAGES: Seeks to Hire A.J. Wilner Auctions as Auctioneer
---------------------------------------------------------------
TST Beverages, LLC d/b/a Bottles by Sickles seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to hire A.J.
Wilner Auctions as its auctioneer.
The auctioneer wil charge 10 percent commission at the sales of the
Liquore License No. 1340-44-028-006. The auctioneer shall charge a
10 percent commission and retain a 15 percent buyer's premium on
the sales of the inventory and trade fixtures.
Harry Byrnes, a partner at A.J. Wilner Auctions, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
A.J. Wilner Auctions can be reached through:
Harry Byrnes
A.J. WILNER AUCTIONS, LLC
81 Hamburg Turnpike
Riverdale, NJ 07457
Tel: (908) 789-9999
About TST Beverages
TST Beverages owns and operates a liquor store.
TST Beverages, LLC d/b/a Bottles by Sickles filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 24-14130) on April 23, 2024, listing $549,388 in
assets and $5,261,746 in liabilities.
Andrew J. Kelly, Esq. at THE KELLEY FIRM, P.C. represents the
Debtor as counsel.
TWENTY FOUR HOUR: Hires Frost & Associates as Bankruptcy Counsel
----------------------------------------------------------------
Twenty Four Hour Dependable Medical Supplies, LLC seeks approval
from the U.S. Bankruptcy Court for the District of Maryland to hire
Frost & Associates, LLC as its bankruptcy counsel.
The firm will provide these services:
a. prepare bankruptcy petitions, schedules, and financial
statements for filing;
b. provide the Debtor with legal advice with respect to its
powers and duties pursuant to the Bankruptcy Code;
c. prepare on behalf of the Debtor all necessary applications,
answers, orders, reports, and other legal papers;
d. assist in analyses and representation with respect to
lawsuits to which the Debtor are or may be a party;
e. negotiate, prepare, file and seek approval of a plan of
reorganization;
f. represent the Debtor at all hearings, meetings of creditors
and other proceedings; and
g. perform all other legal services for the Debtor which may
be necessary to serve the best interests of the Debtor and their
bankruptcy estate in this proceeding.
The firm will be paid at these rates:
Daniel A. Staeven $545 per hour
Peter Haukebo $675 per hour
Robert Braland $425 per hour
Attorneys $525 to $645 per hour
Paralegals $100 to $265 per hour
The firm received an advanced retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel A. Staeven, Esq., a partner at Frost & Associates, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Daniel A. Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Rd. Ste. 400
Annapolis, MD 21401
Tel: (410) 497-5947
Email: daniel.staeven@frosttaxlaw.com
About Twenty Four Hour
Dependable Medical Supplies
Twenty Four Hour Dependable Medical Supplies offers home medical
equipment and supplies.
Twenty Four Hour Dependable Medical Supplies, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankrutpcy
Code (Bankr. D. Md. Case No. 24-13383) on April 23, 2024, listing
up to $50,000 in assets and $1 million to $10 million in
liabilities. The petition was signed by Cherylette Henderson as
managing member.
Daniel Staeven, Esq. at FROST LAW represents the Debtor as counsel.
UNITI GROUP: S&P Lowers ICR to 'B-' on $300 Million Add-On
----------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Little Rock,
Ark.-based telecom REIT Uniti Group Inc.'s senior secured debt to
'B-' from 'B' following the proposed $300 million add-on to its
10.5% senior secured notes due in 2028, which will be issued out of
wholly owned subsidiary Uniti Fiber Holdings Inc.
S&P said, "At the same time, we revised the recovery rating on the
company's secured debt to '3' from '2'. The '3' recovery rating
indicates our expectation of meaningful (50%-70%; rounded estimate:
60%) recovery in the event of a payment default. The lower recovery
and issue-level ratings reflect additional secured debt, which
reduces recovery prospects for first-lien lenders.
"We expect Uniti to use the add-on proceeds for general corporate
purposes, which may include funding a portion of the merger cash
consideration. Our 'B-' issuer credit rating and stable outlook on
the company are unaffected."
RECOVERY ANALYSIS
Key analytical factors
-- S&P simulated default scenario does not factor in the proposed
merger with Windstream, and envisions a default because of a
significant deterioration in operations from its primary tenant,
Windstream, causing lease payments to be renegotiated lower. These
factors could contribute to significantly lower revenues,
profitability, and cash. This decline would result in a payment
default when liquidity and cash flow would be insufficient to cover
cash interest expenses, mandatory debt amortization, and
maintenance-level capital expenditure requirements. S&P believes if
Uniti were to default, it would continue to have a viable business
model, given the value of its telecommunication assets.
-- At default, S&P's recovery analysis assumes an 85% draw on the
revolver, a step up in its credit spreads to accommodate covenant
amendments, and all estimated debt claims include about six months
of accrued but unpaid interest outstanding at default.
-- The $2.9 billion valuation is based on a net operating income
(NOI) at emergence of $553 million and a capitalization rate of 19%
(an implied 5.25x multiple) to reflect the largely single-tenant
nature of Uniti's business. The $553 million emergence NOI is its
estimate of Uniti's hypothetical default-level NOI.
-- S&P revised its net enterprise value available for senior
secured debt lenders to reflect the reduction in collateral assets
available to creditors following the recent asset-based
securitization transaction. This reduces its estimated net recovery
to $2.5 billion from about $2.8 billion.
Simulated default assumptions
-- Simulated year of default: 2026
-- NOI at emergence: $553 million
-- Implied enterprise value (EV) multiple: 5.25x
-- Gross EV: $2.9 billion
Simplified waterfall
-- Net EV (after 5% administrative costs): $2.8 billion
-- Valuation split in % (obligors/nonobligors): 100/0
-- Estimated net EV available for senior secured debt: $2.5
billion
-- Estimated senior secured debt claims: $4.1 billion
--Senior secured debt recovery rating: '3' (60%)
-- Senior secured debt issue rating: 'B-'
-- Estimated senior unsecured debt and pari passu claims: $2.3
billion
--Senior unsecured debt recovery rating: '6' (0%)
-- Senior unsecured debt issue rating: 'CCC'
UPHEALTH HOLDINGS: Seeks to Extend Plan Exclusivity to July 29
--------------------------------------------------------------
UpHealth Holdings, Inc. and its affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to July 29 and September 30, 2024,
respectively.
The Debtors explained that extensive time and resources have been
required of their management and professionals to achieve the
measures reached in these Chapter 11 Cases to date. The Debtors'
representatives and professionals will continue devoting their
time, attention, and efforts to drafting and filing a chapter 11
plan for each Debtor. Under these circumstances, the Debtors submit
that the requested extensions are both appropriate and necessary to
afford the Debtors with sufficient time to prepare and obtain
support for chapter 11 plans and to mitigate the time and expense
associated with incremental extension motions that inevitably would
be required absent the relief requested herein.
Since the First Exclusivity Extension Order, the Debtors'
management team has been focused on the completion of the
Cloudbreak Sale and stabilizing the Debtors' operations following
the closing, the sale of certain de minimis assets of Debtor
Thrasys, Inc., the commencement of claims reconciliation through
comprehensive briefing regarding objections to the claims by
PillDrill and the IRS, and effectuating the relief obtained from
the ICA in relation to Glocal. The complexity of these Chapter 11
Cases and the time, effort, and planning required to obtain the
progress made thus far warrants the requested extension of the
Exclusive Periods.
The Debtors asserted that the relief requested will facilitate
their efforts by providing them with a full and fair opportunity to
collect on and monetize their assets, and draft and negotiate a
joint chapter 11 plan without the distraction of ill formed
competing plans.
The Debtors believe that the requested extensions of the Exclusive
Periods will afford them and other key parties in interest time to
increase the liquidity from UpHealth Holdings' assets, obtain
favorable results from claims objections or recovery on causes of
action of UpHealth Holdings, then negotiate and draft a chapter 11
plan for each Debtor without leading to any unnecessary
complications and costs associated with soliciting competing plans.
Accordingly, the Debtors submit that this factor weighs in favor of
the requested extension of the Exclusive Periods.
Since the First Exclusivity Extension Order, the Debtors have
continued to make timely payments on their undisputed postpetition
obligations, including US Trustee quarterly fees, and maintain
cooperative working relationships with their primary creditor
constituencies, including the Committee and the ad hoc group of
secured noteholders. Importantly, the Debtors are not seeking the
extension to delay administration of the Chapter 11 Cases or to
exert pressure on their creditors, but rather to continue the
orderly, efficient, and cost-effective chapter 11 process to
propose and confirm a full pay plan for creditors holding allowed
claims against Debtor UpHealth Holdings.
Further, should the Court sustain the Debtors' objection to the IRS
Claim asserted against Thrasys, Inc., there is a reasonable
prospect that Debtor Thrasys, Inc. may also be able to propose a
full pay plan in its case.
UpHealth Holdings, Inc and its affiliates are represented by:
Stuart M. Brown, Esq.
DLA PIPER LLP (US)
1201 N. Market Street, Suite 2100
Wilmington, DE 19801
Tel: (302) 468-5700
Email: stuart.brown@us.dlapiper.com
- and -
Richard A. Chesley, Esq.
Jamila Justine Willis, Esq.
DLA PIPER LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 335-4500
Email: richard.chesley@us.dlapiper.com
jamila.willis@us.dlapiper.com
About UpHealth Holdings
UpHealth Holdings Inc. is a global digital health company
delivering technology platforms, infrastructure, and services to
modernize care delivery and health management.
UpHealth Holdings and its affiliates sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on
Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief
executive officer, UpHealth Holdings disclosed up to $500 million
in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel; Morrison & Foerster LLP as litigation counsel; and FTI
Consulting, Inc. as financial advisor. Omni Agent Solutions is the
Debtors' administrative agent.
VITVADVAS INC: Seeks to Hire Modestas Law Offices as Legal Counsel
------------------------------------------------------------------
Vitvadvas, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to hire Modestas Law Offices,
P.C. as its counsel.
The firm's services include:
(a) negotiating with creditors;
(b) preparing a plan and financial statements;
(c) examining and resolving claims filed against the estate;
(d) preparing pleadings filed in the case;
(e) interacting with the trustee in this case;
(f) attending court hearings; and
(g) representing the Debtor in matters before the Court.
He will charge $530 per hour for his services.
Saulius Modestas, Esq., founder of Modestas Law, assured the court
that he does not hold or represent an interest adverse to the
Estate, and that he is a disinterested person within the meaning of
Sec. 327(a).
The firm can be reached through:
Saulius Modestas, Esq.
Modestas Law Offices, P.C.
401 S. Frontage Rd.
Burr Ridge, IL 60527-7115
Telephone: (312) 251-4460
(630) 323-8300
Facsimile: (312) 277-2586
Email: smodestas@modestaslaw.com
About Vitvadvas Inc.
Vitvadvas, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04812) on April 2,
2024, with $100,001 to $500,000 in both assets and liabilities.
Judge Janet S. Baer presides over the case.
Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents
the Debtor as bankruptcy counsel.
WATER GREMLIN: Hires Nilan Johnson Lewis as Conflicts Counsel
-------------------------------------------------------------
Water Gremlin Company and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Nilan
Johnson Lewis, P.A. as their special conflicts counsel.
The firm is being retained on a limited scope to assist with the
Debtors' wind down process, which requires communication and
coordination with UnitedHealth and approximately five other
third-party benefits providers with whom it would be more efficient
for a single law firm to coordinate.
The firm's currently hourly rates are:
Shareholders $440 to $750
Of Counsel/Senior Counsel $400 to $675
Associates $275 to $375
Paraprofessionals $250 to $285
Nilan Johnson Lewis provides the following statements in response
to the request for additional information set forth in Part D.1. of
the Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed Under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases, effective as of Nov 1, 2013:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Not Applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The firm intends to provide a prospective budget and
staffing plan to the Debtors and will continue to work with the
Debtors on the budget and staffing plan.
Stephen Warch, Esq., an attorney with Nilan Johnson, reports that
none of his firm's partners, counsel, or associates hold or
represent any interest adverse to the Debtor's estate or its
creditors, and is a "disinterested person," as defined in section
101(14) of the Bankruptcy Code with respect to the conflict
matters.
The firm can be reached through:
Stephen K. Warch, Esq.
Nilan Johnson Lewis, P.A.
250 Marquette Avenue South, Suite 800
Minneapolis, MN 55401
Telephone: (612) 305-7500
Facsimile: (612) 305-7501
Email: swarch@nilanjohnson.com
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Brown Rudnick LLP. employ Cole Schotz
P.C. as Delaware counsel. Province, LLC as financial advisor.
WEALTH MANIFESTED: Unsecureds Will Get 100% in Subchapter V Plan
----------------------------------------------------------------
Wealth Manifested, LLC, d/b/a Senior Helpers of Lee's Summit, filed
with the U.S. Bankruptcy Court for the Western District of Missouri
a Small Business Plan of Reorganization under Subchapter V dated
April 22, 2024.
Senior Helpers of Lee's Summit is a franchisee of Senior Helpers.
It provides in-home patient care for seniors in the Lee's Summit,
Missouri area.
The Debtor commenced operation in 2022. It is organized as a
Nebraska Limited Liability Company. To commence operations, Debtor
obtained financing through the Small Business Administration. As
security for this loan, Debtor pledged all assets of the company to
Wells Fargo who is servicing the SBA loan. Debtor has made
approximately $2,500,000.00 since its creation in 2022.
The Debtor has continued its operations since its opening, but the
secured debt to Wells Fargo was hindering its ability to stay
profitable. Debtor sought financing from Fora Financial for
additional capital, but this did not help the situation. Debtor
filed for Bankruptcy to restructure the Wells Fargo loan and pay
its other general unsecured debt.
This proposed Plan is a reorganization plan where Debtor will
reorganize its debt and make payments over a period of years to
retire the debt. The Analysis shows that Debtor's proposed
reorganization will bring a higher return to general unsecured
creditors than if they were liquidated by way of a Chapter 7
filing.
The Plan proposes Debtor restructure the Wells Fargo secured loan
to a 20-year amortization with a balloon payment in September 2032.
Debtor will then make payments to Fora Financial and Jered Jermore
on a pro rata basis over a 5 year period. The payments will be
$3,375.00 per month and will pay those creditors 100% of their
claims. Debtor will continue normal business operations during that
time.
Class 4 consists of all General Unsecured Non-Priority Creditors of
the Debtor that were not marked a disputed or contingent or that
have filed a Proof of Claim. General unsecured claims are not
secured by priority of the estate and are not entitled to priority
under Section 507(a) of the Code. Based upon the Schedules of the
Debtor and the Proofs of Claim filed in the case, this Class
consists of Fora Financial and Jered Jermore. Debtor proposes
paying this class in monthly payments starting on the first month
after the Confirmation of the Plan.
The Debtor has objected to both Claims. The Objection to For a
Financial is due to its alleged security interest. The Objection to
Jered Jermore is due to his failure to provide accounting to his
Claim as required by the Bankruptcy Rules. Debtor will make a pro
rata monthly payment of approximately $3,375.00 to pay this Class.
This payment may be adjusted upon full accounting by Jered Jermore.
Debtor estimates this Class to be paid in full by December 2028.
This Class will receive a distribution of 100% of their allowed
claims. Class 4 is impaired.
Class 5 consists of the Equity Interest Holders of the Debtor.
Equity Interest Holders are parties who hold an ownership interest
(i.e., equity interest in the Debtor. In a Limited Liability
Company, the Equity Interest Holders are the members. Bill Egan and
Lisa Egan are owners of the company with each owning 50% of the
Debtor. The owners will not receive any distribution from the Plan
due to their ownership interests but will retain their ownership
interest in the Debtor. The ownership structure of all companies
shall stay the same.
The Debtor intends to implement the provisions of the Plan through
the operation of its business and the income it expects to receive
through caring for patients. Debtor believes once the Wells Fargo
Note is restructured into more favorable terms it will be able to
make its monthly obligations as well as service its general
unsecured debt through monthly payments. In five years, Debtor will
have retired its general unsecured debt.
A full-text copy of the Plan of Reorganization dated April 22, 2024
is available at https://urlcurt.com/u?l=KJCEpu from
PacerMonitor.com at no charge.
Attorney for the Debtor:
THE SADER LAW FIRM
Bradley D. McCormack, Esq.
2345 Grand Boulevard, Suite 2150
Kansas City, Missouri 64108
816-561-1818
Fax: 816-561-0818
Email: bmccormack@saderlawfirm.com
About Wealth Manifested
Wealth Manifested, LLC is a provider of in-home health care
services. It conducts business under the name Senior Helpers of
Lee's Summit.
Wealth Manifested filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40076) on
January 22, 2024, with up to $500,000 in assets and up to $10
million in liabilities. Norman E. Rouse serves as Subchapter V
trustee.
Judge Cynthia A. Norton oversees the case.
Bradley McCormack, Esq., at Bradley McCormack, represents the
Debtor as legal counsel.
WFO LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: WFO, LLC
146 Motts Parkway
Marion, TX 78124
Chapter 11 Petition Date: May 6, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-50824
Debtor's Counsel: James S. Wilkins, Esq.
JAMES S. WILKINS P.C.
1100 NW Loop 410, Ste. 700
San Antonio, TX 78213
Tel: 210-271-9212
Email: jwilkins@stic.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frank Shumate as president.
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/WA5BRJI/WFO_LLC__txwbke-24-50824__0001.0.pdf?mcid=tGE4TAMA
WISA TECHNOLOGIES: Signs $2.4 Million Securities Purchase Agreement
-------------------------------------------------------------------
WiSA Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on entered into a
securities purchase agreement with certain purchasers, pursuant to
which the Company agreed to issue and sell 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
$2,400,000. The Offerings are expected to close on April 30, 2024,
subject to customary closing conditions.
Private Placement Warrants
The Warrants will be 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" on or after the date that stockholder approval is
obtained for such "alternative cashless exercise" feature. 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.
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 consititute 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; and
(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 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.
The Placement Agency Agreement and the Purchase Agreement each
contains customary representations, warranties and agreements by
the Company, customary conditions to closing, indemnification
obligations of the Company, the Placement Agent, or the purchasers
in the Offerings, as the case may be, other obligations of the
parties and termination provisions.
The Shares to be issued in the registered direct offering were
offered pursuant to the Company's registration statement on Form
S-3 (File No. 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.
The Warrants (and the shares of Common Stock issuable upon the
exercise of the Warrants) are not being 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) thereof and/or Rule 506(b) promulgated thereunder.
About WiSA Technologies
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.
YIELD10 BIOSCIENCE: Registers 6.4 Million Shares for Resale
-----------------------------------------------------------
Yield10 Bioscience, Inc. filed a Form S-1 registration statement
with the U.S. Securities and Exchange Commission relating to the
proposed resale from time to time, by selling security holders,
Armistice Capital Master Fund Ltd., Brio Capital Master Fund Ltd.,
L1 Capital Global Opportunities Master Fund, Lind Global Fund II
LP, and S.H.N. Financial Investments Ltd., of up to 6,382,280
shares of the Company's common stock, $0.01 par value per share,
which are issuable upon the exercise of certain outstanding
warrants.
These shares will be resold from time to time by the selling
security holders. The shares of common stock offered under this
prospectus by the selling security holders are issuable upon
exercise of warrants issued pursuant to the exchange agreement by
and among the Company and the selling security holders, dated as of
March 22, 2024. The Warrants are subject to a blocker provision,
which restricts the exercise of a Warrant if, as a result of such
exercise, the Selling Stockholder, together with its affiliates and
any other person whose beneficial ownership of common stock would
be aggregated with the Selling Stockholder's for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended,
would beneficially own in excess of 4.99% or, at the election of
the Selling Stockholder, 9.99% of the number of shares of common
stock outstanding immediately after giving effect to such exercise
(the "Warrant Beneficial Ownership Limitation"); provided, however,
that upon 61 days' prior notice to us, the Selling Stockholder may
increase the Warrant Beneficial Ownership Limitation, but not to
above 19.99%. We are not selling any securities under this
prospectus and will not receive any of the proceeds from the sale
of securities by the selling security holders. However, the Company
will receive the proceeds of any cash exercise of the Warrants.
A full-text copy of the Prospectus is available at
https://tinyurl.com/38uxjeed
About Yield10
Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an
agricultural bioscience company focused on the large-scale
production of low carbon sustainable products from processing
Camelina seed using the oilseed Camelina sativa ("Camelina") as a
platform crop.
West Palm Beach, Florida-based Berkowitz Pollack Brant Advisors
+CPAs, the Company's auditor since 2024, issued a "going concern"
qualification in its report dated April 1, 2024, citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
ZIGI USA: Seeks to Hire Callahan & Blaine as Special Counsel
------------------------------------------------------------
Zigi USA, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Callahan & Blaine as its
special counsel.
The firm will represent the Debtor with respect to the pending
lawsuits captioned Zigi USA, LLC v. Capital Logistics Services
West, Inc. et al, Superior Court of California -- County of
Riverside, Case No. CVRI2304358 and Chubb European Group SE v. Zigi
USA, LLC, U.S. District Court for the Southern District of Florida
-- Miami-Dade Division, Case No. 1:23-cv-21878 in which the Debtor
is involved.
Edward Susolik and John D. Stanley and will primarily be
responsible for performing the services requested by the Debtor and
bill for their services at a rate of $895 and $545, respectively,
per hour. Other attorneys who may assist charge $485 to $895 per
hour with paraprofessionals charging between $125 and $265 per
hour.
As disclosed in the court filings, Callahan does not hold or
represent an interest adverse to Debtor with respect to the matters
on which it is requesting to be retained, as provided by Sec.
327(a) of the Bankruptcy Code.
The firm can be reached through:
Edward Susolik, Esq.
Callahan & Blaine
3 Hutton Centre Drive, Ninth Floor
Santa Ana, CA 92707
Phone: (714) 312-7866
Toll Free: (866) 517-4229
Fax: (714) 241-4445
About Zigi USA
Zigi USA, LLC, a company that specializes in women's footwear
wholesale in New York, N.Y., filed Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 23-12102) on Dec. 31, 2023, with $10 million to
$50 million in both assets and liabilities.
Judge David S. Jones oversees the case.
The Debtor tapped Jacobs PC as bankruptcy counsel; Jeffer Mangels
Butler & Mitchell, LLP as special counsel; and FIA Capital
Partners, LLC as restructuring advisor. David Goldwasser of FIA
serves as the Debtor's chief restructuring officer.
[*] Federica Pietrogrande Joins Brattle Group as Principal
----------------------------------------------------------
The Brattle Group has welcomed Federica Pietrogrande to the firm as
a Principal in the firm's Bankruptcy & Restructuring practice. Ms.
Pietrogrande brings over two decades of global experience in
restructuring, insolvency, and special situations.
"With her wealth of global experience and her proven expertise in
navigating complex business and financial transactions and
restructuring and insolvency matters, Federica will be a tremendous
asset to Brattle's clients," said Torben Voetmann, Brattle
President & Principal. "We are thrilled to have her on board as
we expand our international securities capabilities to continue
developing a cohesive, collaborative network of insolvency
experts."
Having worked with major financial institutions, large private
investors, and corporations as a principal investor and as a legal
advisor, Ms. Pietrogrande brings a unique interdisciplinary
perspective to Brattle. She has managed complex restructuring and
insolvency cases and litigations and orchestrated complex
transactions across Europe and globally. She also has expert
witness experience in US litigations.
"Recent legal developments have significantly increased the demand
for independent experts in restructuring and insolvency cases in
the UK and Europe," said Ms. Pietrogrande. "I'm thrilled to join
Brattle and to continue expanding its broader securities team,
including the Bankruptcy & Restructuring practice, into Europe
alongside my esteemed colleagues."
Prior to joining Brattle, Ms. Pietrogrande was Managing Director of
International Strategy and Capital at a global distressed
investment, restructuring, and valuation firm. She previously was
the Head of Restructuring & Insolvency at the Italian office of an
international law firm.
The Brattle Group answers complex economic, finance, and regulatory
questions for corporations, law firms, and governments around the
world. Brattle has 500 talented professionals across North
America, Europe, and Asia-Pacific. Its clients include many of the
world's best-performing and most admired companies, law firms, and
industry organizations, as well as US and international regulatory
and government agencies.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
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liabilities delivered to nation's bankruptcy courts. The list
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then-ending.
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*** End of Transmission ***