/raid1/www/Hosts/bankrupt/TCR_Public/240527.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, May 27, 2024, Vol. 28, No. 147
Headlines
21ST CENTURY: S&P Places 'B+' 2013A Rev Bonds Rating on Watch Dev.
29 GORHAM STREET: Voluntary Chapter 11 Case Summary
303 INVESTMENTS: Selling 5625 Freddys Trail Property for $250,000
4011-4090 NW 34TH: Seeks to Extend Plan Exclusivity to July 15
99 CENTS ONLY: Gets Court Okay for $60.8 Million DIP Financing
ACCELERATE DIAGNOSTICS: All Proposals OK'd at Annual Meeting
ADVENTURE ENVIRONMENTAL: Seeks to Extend Exclusivity to July 12
AGSPRING LLC: Plan Exclusivity Period Extended to July 26
AMBRI INC: Starts Chapter 11 Bankruptcy Protection
AMERICAN ACHIEVEMENT: Sixth Street Marks $27MM Loan at 24% Off
AMERICAN DENTAL: Case Summary & 12 Unsecured Creditors
APPGATE INC: Hits Chapter 11 Bankruptcy Protection
APPLIED UV: Case Summary & 20 Largest Unsecured Creditors
ASHFORD HOSPITALITY: Closes $267M Refinancing for Nashville Hotel
ASTRA ACQUISITION: S&P Cuts ICR to 'SD' Following Debt Exchange
ATI PHYSICAL: Thunander Named as Chief Accounting Officer
ATLANTA PEDIATRIC: Claims Will be Paid From Continued Operations
AVENTIV TECHNOLOGIES: BlackRock TCP Marks $26.3MM Loan at 75% Off
AZM RESTAURANTS: Court Approves Disclosure Statement
BLITZ TRANSIT: U.S. Trustee Unable to Appoint Committee
BLUE STAR: Incurs $1.09 Million Net Loss in First Quarter
BOVINE PROPERTIES: Gets Court OK to Sell Camanche Property
BOWERY FARMING: Trinity Capital Marks $8.6MM Loan at 56% Off
BRICK BY BRICK: Unsecureds to Get Prorata of Unsecured Claims Pool
CANOO INC: Warns of Ability to Continue as Going Concern
CAPITAL TACOS: Unsecureds to Get Share of Income for 3 Years
CBDMD INC: Incurs $3.01 Million Net Loss in Second Quarter
CBS TRUCKING: Continued Operations to Fund Plan Payments
CELULARITY INC: Receives Another Delinquency Notice From Nasdaq
CIBT SOLUTIONS: BlackRock TCP Marks $8.1MM Loan at 77% Off
CLS ELECTRIC: Michael Carmel Named Subchapter V Trustee
COMMSCOPE HOLDING: Reports $375MM Net Loss in Q1 2024
COMMSCOPE HOLDING: Stockholders Greenlight All 5 Proxy Proposals
CONTINENTAL AMERICAN: Gets OK to Sell Assets to Secured Lender
CONVERGEONE HOLDINGS: Court Confirms Restructuring Plan
CONVERGEONE HOLDINGS: Gibson & Porter Revise Rule 2019 Statement
CORENERGY INFRASTRUCTURE: Faegre & Spencer Fane Advise Bondholders
CRYPTO CO: Amends Promissory Note to Increase Amount to $186K
CRYPTO CO: Incurs $1.10 Million Net Loss in First Quarter
CRYPTO CO: Replaces BF Borgers with Bush & Associates as Auditor
CUENTAS INC: Incurs $445K Net Loss in First Quarter
DACO FIRE: Frances Smith Named Subchapter V Trustee
DISTINCTIVE CORP: Christopher Hayes Named Subchapter V Trustee
DYE & DURHAM: Sixth Street Marks CAD37.8MM Loan at 26% Off
DYNATA LLC: May 31 Deadline Set for Panel Questionnaires
ECP OWNER 1: Seeks to Extend Plan Exclusivity to August 27
EIGER BIOPHARMACEUTICALS: Bankruptcy Venue Stays in Dallas
ELECTRIQ POWER: Hits Chapter 7 Bankruptcy Liquidation
EMERALD TECHNOLOGIES: BlackRock TCP Marks $1.9MM Loan at 15% Off
EMX ROYALTY: Reports $2.2 Million Net Loss in Q1 2024
ENVIVA INC: Court OKs Bid to Reconstitute Committee
EXPRESS INC: Cullen and Dykman Advises G&L Building & Annjoy
EYE CARE: Seeks to Extend Plan Exclusivity to July 1
FTX GROUP: Claims Proposed Ch. 11 Plan Can Pay Creditors in Full
FTX GROUP: Gets Billions More Than It Needs to Pay Customers
FTX TRADING: Unsecureds Will Get 100% of Claims with Interest
G & G TOWERING: Court Approves Disclosure Statement
GALLERIA 2425: Court Approves Disclosures Filed by NBK
GALLERIA 2425: Court OKs Bid Rules for Sale of Assets
GENIE INVESTMENTS: Seeks to Extend Plan Exclusivity to Sept. 18
GOLD STAR TRANSPORTATION: Unsecureds Will Get 100% over 60 Months
GORDON BROTHERS: BlackRock TCP Marks $37MM Loan at 63% Off
GREYSTAR REAL ESTATE: S&P Upgrades ICR to 'BB', Outlook Stable
GUARDIAN US: S&P Lowers ICR to 'B-' on Announced Debt Add-On
HARRISBURG UNIVERSITY OF SCIENCE: Misses Monthly Loan Payment
HELIUS MEDICAL: Raises $6.4MM Selling Shares to Craig-Hallum
HIGHER GROUND: Unsecureds Will Get 100% of Claims in Plan
IAMGOLD CORP: First Quarter 2024 Results Filed
INCLAN PAINTING: Class 2 Unsecured Creditors are Unimpaired in Plan
INFINERA CORP: Incurs $61.4 Million Net Loss in First Quarter
INNOVATIVE MEDTECH: Incurs $910K Net Loss in Third Quarter
JAMBYS INC: David Klauder Named Subchapter V Trustee
JER INVESTORS: Plan Exclusivity Period Extended to July 29
JOSEPH P. FUSCO: Unsecureds Will Get 10% of Claims over 5 Years
KBS REAL ESTATE: Posts $37.57 Million Net Income in First Quarter
KEVIN CONCANNON: Updates Restructuring Plan Disclosures
KHOROS LLC: BlackRock TCP Marks $29.8MM Loan at 25% Off
KIDWELL GROUP: Aaron Cohen Named Subchapter V Trustee
KLDISCOVERY INC: Reaches Deal With Lenders to Restructure Debt
LEAFBUYER TECHNOLOGIES: Delays Q3 Form 10-Q Amid Auditor Trouble
LEAFBUYER TECHNOLOGIES: Dismisses BF Borgers Amid Scandal
LEFT TURN: Creditors to Get Proceeds From Liquidation
LGID NY: Unsecureds Owed $750K to Get Share of Unsecured Fund
LIFEBACK LAW FIRM: Steven Nosek Named Subchapter V Trustee
LOCKHART HOLDINGS: Property Sale Proceeds to Fund Plan
MADISON TECHNOLOGIES: Reports $1.03 Million Net Loss in Q3 2023
MAGENTA BUYER: BlackRock TCP Marks $37.1MM Loan at 63% Off
MBIA INC: Net Loss Narrows to $86 Million in Q1 2024
MELLO JOY: Armistead Long Named Subchapter V Trustee
MIDWEST DOUGH: Donald Swanson of Koley Named Subchapter V Trustee
MIKESELL TRADING: Case Summary & 16 Unsecured Creditors
MINIM INC: Incurs $3.26 Million Net Loss in First Quarter
MULLEN AUTOMOTIVE: Signs $150M Stock Purchase Deal with Investor
MVK FARMCO: Moore & Van Allen Advises Lenders
NANOSTRING TECHNOLOGIES: Unsecureds Will Get 100% of Claims in Plan
NATIONAL AMUSEMENTS: S&P Lowers ICR to 'CCC', Outlook Negative
NATIONAL RIFLE ASSOCIATION: NYAG Says $6-Mil. Verdict Should Stand
NATIONAL SIGNS: Case Summary & 20 Largest Unsecured Creditors
NEW RUE21: Closes More Than 500 Stores in Chapter 11
NEXII BUILDING: Trinity Capital Marks $10.6MM Loan at 70% Off
NEXII BUILDING: Trinity Capital Marks $2.6MM Loan at 71% Off
NEXII BUILDING: Trinity Capital Marks $5.3MM Loan at 70% Off
NEXTCAR HOLDING: Trinity Capital Marks $2.2MM Loan at 46% Off
NEXTCAR HOLDING: Trinity Capital Marks $2.8MM Loan at 46% Off
NEXTCAR HOLDING: Trinity Capital Marks $3.4MM Loan at 46% Off
NORTH CAROLINA THEATRE: Seeks Extension to File Plan Until July 22
NUZEE INC: Incurs $1.65 Million Net Loss in Second Quarter
ONE FAT FROG: Case Summary & 20 Largest Unsecured Creditors
OPTINOSE INC: Closes $55 Million Shares Sale to Investors
OVIEDO-CLERMONT ROOFING: Aaron Cohen Named Subchapter V Trustee
PARAMETRIC SOLUTIONS: May 29 Disclosure Statement Hearing Set
PAVILION PROPERTIES: Hearing on Sale of Property Set for May 29
PEACHSTATE PEDALING: Unsecured Creditors to Split $87K in Plan
PENDULUM THERAPEUTICS: Trinity Marks $1.4MM Loan at 45% Off
PERFORMANCE RESULTS: Unsecureds to Recover Between 10% & 28%
PETAL CARD: Trinity Capital Marks $10.8MM Loan at 16% Off
PETAL CARD: Trinity Capital Marks $21.9MM Loan at 24% Off
PETAL CARD: Trinity Capital Marks $7.5MM Loan at 16% Off
PLUS STUDIOS: Brian Shapiro Named Subchapter V Trustee
PP&G INC: Case Summary & 18 Unsecured Creditors
PROSOMNUS SLEEP TECHNOLOGIES: Hits Chapter 11 Bankruptcy
PSG CONCRETE: Unsecureds Will Get 100% of Claims over 60 Months
QUEST PATENT: Incurs $431K Net Loss in First Quarter
RACKSPACE TECHNOLOGY: Releases First Quarter 2024 Results
RAZOR GROUP: BlackRock TCP Marks $6.5MM Loan at 35% Off
REGAL SAND: Kathleen DiSanto Named Subchapter V Trustee
RESHAPE LIFESCIENCES: Registers 11.7MM Shares Resale by Armistice
RESOLUTE HOLDINGS: William Callahan Named Subchapter V Trustee
RODAN & FIELDS: S&P Downgrades ICR to 'CCC-', Outlook Negative
ROYALE ENERGY: Incurs $770K Net Loss in First Quarter
SANDY HOOK INVESTMENTS: June 20 Disclosure Statement Hearing Set
SAVANNAH CAPITAL: Court OKs Sale of Property to Winning Bidder
SCHUCO HOLDINGS: Unsecured Creditors to be Paid in Full in Plan
SEARS HOLDINGS: Owner Loses 10-Year Lease to Chapter11 Trustee
SIENTRA INC: Unsecureds Will Get 7% to 11% of Claims in Plan
SKILLZ INC: Reports First Quarter 2024 Results
SMITH MICRO: Net Loss Widens to $31 Million in Q1 2024
SOLOMON ENTERPRISES: Unsecured Claims are Unimpaired in Plan
ST. CHRISTOPHER'S: Heidi Sorvino Named Subchapter V Trustee
ST. MARGARET'S HEALTH: Unsecureds Owed $47K to Get 3.8% to 6.2%
STEM HOLDINGS: Incurs $19.4 Million Net Loss in FY Ended Sept. 30
STERILUMEN INC: Case Summary & 20 Largest Unsecured Creditors
STEWARD HEALTH CARE: Medical Properties Wants Talk With Debtor
STEWARD HEALTH CARE: Seeks Chapter 11 Bankruptcy Protection
STEWARD HEALTH: Hires Cain Brothers as Hospital Investment Banker
STEWARD HEALTH: Taps John R. Castellano of AP Services as CRO
STEWARD HEALTH: Taps Lazard as Restructuring Investment Banker
STEWARD HEALTH: Taps Leerink as Healthcare Investment Banker
STEWARD HEALTH: Taps McDermott Will & Emery as Special Counsel
STRATIFYD INC: Trinity Capital Marks $4.4MM Loan at 17% Off
SUITED CONNECTOR: BlackRock TCP Marks $5.2MM Loan at 27% Off
SUITED CONNECTOR: BlackRock TCP Marks $822,389 Loan at 27% Off
SUPOR PROPERTIES: Court OKs Bid Rules for Sale of Assets
SUPPLY SOURCE: May 29 Deadline Set for Panel Questionnaires
SVB FINANCIAL: Unsecureds Owed $180M Get 41%-96% of Claims in Plan
TARZANA PLAZA: Unsecureds to Get Remaining Funds in Plan
TERRAFORM LABS:Morrison Cannot Save Co. From Disgorgement, Says SEC
TRIPLE 7: U.S. Trustee Appoints Creditors' Committee
TWIN CITIES HEALTH: Mary Sieling Named Subchapter V Trustee
TWO RIVERS FARMS: Business Income to Fund Plan Payments
UPHEALTH INC: $37.8MM Judgment Affirmed in Needham Lawsuit
US TELEPACIFIC: Invesco Senior Writes Off $151,000 Loan
VBI VACCINES: Receives Noncompliance Notice from Nasdaq
VENTURE INC: Court Approves Disclosure Statement
VERDE RESOURCES: Incurs $866K Net Loss in Third Quarter
VERDE RESOURCES: Signs Deal to Collaborate With Zym-Tec
VERTEX ENERGY: Reports $17.7 Million Net Loss in Q1 2024
VIEW INC: Emerges from Chapter 11 Bankruptcy
VINTAGE POINT: Voluntary Chapter 11 Case Summary
VOIP-PAL.COM INC: Posts $2.67 Million Loss in Second Quarter
VOYAGER DIGITAL: Gronkowski, Others Pay $2.4M in Promoter Suit
W.F. DELAUTER: U.S. Trustee Appoints Creditors' Committee
WEISS MULTI-STRATEGY: Jefferies Asks Court to Remove Managers
WESTERN URANIUM: Incurs $2.48 Million Net Loss in First Quarter
WINDSOR TERRACE: Pfister & Saso Revises Rule 2019 Statement
XTI AEROSPACE: Inks Employment Agreements with CEO and CFO
XTI AEROSPACE: Investor Swaps Preferreds for Common Stock
XTI AEROSPACE: Marcum to Re-Audit Financials
XTREME LANDSCAPING: Voluntary Chapter 11 Case Summary
YELLOWBRICK LEARNING: Trinity Capital Marks $2.5MM Loan at 21% Off
YELLOWBRICK LEARNING: Trinity Capital Marks $7.5MM Loan at 21% Off
[*] Distressed Debt Dipped Slightly During 1st Week of May 2024
[] Companies Forecasted by Debtwire to File for Chapter 11
[^] BOND PRICING: For the Week from May 20 to 24, 2024
*********
21ST CENTURY: S&P Places 'B+' 2013A Rev Bonds Rating on Watch Dev.
------------------------------------------------------------------
S&P Global Ratings' placed its 'B+' long-term rating on the Indiana
Finance Authority's series 2013A educational facilities revenue
bonds, issued for 21st Century Charter School (21st Century), on
CreditWatch with developing implications.
The CreditWatch placement reflects our view of uncertainty
regarding negotiations related to a limited forbearance agreement
between 21st Century, its management organization GEO Foundation,
and the bondholders of its series 2013A bonds, which could result
in an amendment to the school's financial covenants as well as an
added payment guaranty from GEO Foundation, the school's charter
management organization (CMO), though this has yet to be
finalized.
"The developing CreditWatch reflects our opinion that the rating on
the bonds could be raised, lowered, or affirmed, depending on our
view of the finalized agreement terms," said S&P Global Ratings
credit analyst Mel Brown.
29 GORHAM STREET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 29 Gorham Street LLC
20 Walnut St., Suite 201
Wellesley, MA 02481
Chapter 11 Petition Date: May 21, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-11004
Judge: Hon. Janet E. Bostwick
Debtor's Counsel: Christopher A. Shannon, Esq.
LAW OFFICE OF CHRISTOPHER A SHANNON
Email: cshannon@wsjlawoffice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeramy Curcio, manager.
A copy of the Debtor's petition is now available for download at
https://www.pacermonitor.com/view/2NVOMDQ/29_G
303 INVESTMENTS: Selling 5625 Freddys Trail Property for $250,000
-----------------------------------------------------------------
303 Investments, Inc. asked the U.S. Bankruptcy Court for the
District of Colorado to approve the sale of its real property
located at 5625 Freddys Trail, Parker, Colo.
The company is selling the property to Alexander and Megan Conley
for $250,000.
The property is being sold in its "as is, whereas condition,"
according to court filings.
303 Investments will use the proceeds to, among other things, pay
50% of the closing costs and a portion of Collegiate Peaks Bank's
secured claim in the amount of $607,500.
About 303 Investments
303 Investments, Inc., a company in Parker, Colo., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.
Colo. Case No. 22-14267) on Nov. 1, 2022, with $10 million to $50
million in assets and $500,000 to $1 million in liabilities. Alison
Goldenberg has been appointed as Subchapter V trustee.
Judge Joseph G. Rosania, Jr. oversees the case.
The Debtor tapped Aaron A. Garber, Esq., at Wadsworth Garber Warner
Conrardy, P.C. as bankruptcy counsel and Vedra Law, LLC as special
litigation counsel.
4011-4090 NW 34TH: Seeks to Extend Plan Exclusivity to July 15
--------------------------------------------------------------
4011-4090 NW 34th Street LLC asked the U.S. Bankruptcy Court for
the Southern District of Florida to extend its exclusivity periods
to file a plan of reorganization and obtain acceptance thereof to
July 15 and September 13, 2024, respectively.
The Debtor is a single asset real estate company which owns and
operates an 18-unit commercial shopping center in Lauderdale Lakes,
FL.
The Debtor intends to file a plan of reorganization that will
provide, inter alia, for payment to holders of allowed claims, over
time, in an amount that would pay the holders of allowed claims in
full.
The Debtor explains that it has a number of unresolved
contingencies. The Debtor submits that it has a reasonable prospect
for filing a viable plan of reorganization because it has a
positive cash flow, which will be sufficient to provide a
substantial distribution to creditors.
The Debtor asserts that the request is being made to ensure the
continued management of its business affairs and negotiation with
its creditors, as well as to preserve the Debtor's possibility of
reorganization and going concern value for the benefit of
creditors.
The Debtor further asserts that the case is moderately complex due
to the number of creditors, amounts owed to creditors, and the
dispute between the Debtor and disputed creditor IPG International
Products Group Inc. ("IPG") regarding both IPG's entitlement to any
claim against the Debtor and the amount of such a claim, should be
Court find the Debtor has an obligation to IPG.
The Debtor claims that it is not seeking an extension of
exclusivity in order to pressure creditors to submit to the
Debtor's reorganization demands. Rather, the Debtor feels that it
would lead to an efficient and smooth plan confirmation process.
4011-4099 NW 34th Street, LLC is represented by:
Christian Somodevilla, Esq.
LSS LAW
2 South Biscayne Boulevard, Suite 2200
Miami, FL 33131
Telephone: (305) 894-6163
Facsimile: (305) 503-9447
Email: cs@lss.law
About 4011- 4099 NW 34th Street
4011- 4099 NW 34th Street, LLC is the owner of real property
located at 4011-4090 NW 34th Street, Lauderhill, Fla., valued at $2
million.
4011- 4099 NW 34th Street filed Chapter 11 petition (Bankr. S.D.
Fla. Case No. 23-19421) on Nov. 16, 2023. In the petition signed by
Jose Gaspard Morell, an authorized officer, the Debtor disclosed
$2,054,566 in total assets and $590,001 in total liabilities.
Judge Corali Lopez-Castro oversees the case.
The Debtor tapped Zach B. Shelomith, Esq., and Christian
Somodevilla, Esq., at LSS Law as bankruptcy counsel and Hal
Levenberg at Yip Associates as accountant.
99 CENTS ONLY: Gets Court Okay for $60.8 Million DIP Financing
--------------------------------------------------------------
Alex Wittenberg of Law360 reports that 99 Cents beats creditor
objection to get OK On $61M debtor-in-possession (DIP).
A Delaware bankruptcy judge on Wednesday, May 8, 2024, approved
discount store 99 Cents Only's full $60.8 million Chapter 11
financing deal after rejecting a group of noteholders' objection to
the relief, finding an intercreditor agreement barred the group
from blocking debtor-in-possession funding.
About 99 Cents Only Stores
99 Cents is an American price-point retailer chain based in
Commerce, California. It offers "a combination of closeout branded
merchandise, general merchandise and fresh foods."
* * *
In December 2021, 99 Cents Only was downgraded today by Moody's to
Caa2 from Caa1, and its outlook was revised to stable from
positive, with the agency citing operating performance that came in
"much weaker than expected." Moody's also cut the company's $350
million senior secured notes due 2026 to Caa2 from Caa1.
Moody's now projects that 99 Cents Only will generate negative free
cash flow over the next year, with the agency saying that the
performance is "weaker than its peers in the value and discount
consumables/grocery sector." Moody's said the unexpectedly low
profitability drives its estimates that leverage will come in above
8x and EBIT/interest under 1x over the next 12 months.
ACCELERATE DIAGNOSTICS: All Proposals OK'd at Annual Meeting
------------------------------------------------------------
Accelerate Diagnostics, Inc. convened its 2024 Annual Meeting of
Shareholders on May 7, 2024. At the Annual Meeting, the Company's
shareholders:
(1) elected 9 directors, each to hold office for a term to
expire at the 2025 Annual Meeting of Shareholders or until their
successors have been duly elected and qualified;
(2) ratified the selection of Ernst & Young LLP as the
independent registered public accounting firm of the Company for
the year ending December 31, 2024; and
(3) approved the Plan Amendment to the Accelerate Diagnostics,
Inc. 2022 Omnibus Equity Incentive Plan to increase the total
number of authorized shares of the Company's common stock, par
value $0.001 per share, available for grant thereunder by 4,000,000
shares.
About Accelerate Diagnostics
Tucson, Ariz.-based Accelerate Diagnostics, Inc. is an in vitro
diagnostics company dedicated to providing solutions that improve
patient outcomes and lower healthcare costs through the rapid
diagnosis of serious infections. As of December 31, 2023, the
Company had $31.4 million in total assets, $51.3 million in total
liabilities, and $19.9 million in total stockholders' deficit.
Phoenix, Arizona-based Ernst & Young LLP, the Company's auditor
since 2013, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has suffered
recurring losses and negative cash flows from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
ADVENTURE ENVIRONMENTAL: Seeks to Extend Exclusivity to July 12
---------------------------------------------------------------
Adventure Environmental, Inc., asked the U.S. Bankruptcy Court to
extend its exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to July 12 and September 9, 2024,
respectively.
The Debtor is a land and sea environmental restoration and disaster
response contracting firm.
The Debtor intends to file a plan of reorganization that will
provide, inter alia, for payment to holders of allowed claims, over
time, in an amount that is in excess of what creditors would
receive in a Chapter 7 proceeding.
The Debtor explains that it has a number of unresolved
contingencies. Since the filing of the first Motion to Extend, the
Debtor and City National have made significant progress in reaching
an agreement regarding potential modified terms for the Main Street
Lending Loan, but require additional time to finalize the details
for same.
The Debtor submits that it has a reasonable prospect for filing a
viable plan of reorganization because it has a positive cash flow,
which will be sufficient to provide a substantial distribution to
creditors.
Furthermore, the Debtor has vast experience in land and sea
environmental restoration and disaster response and has secured
bids on numerous projects which have either recently begun or will
begin in the near future. As such, the Debtor's monthly income will
increase from the projects as they are completed.
The Debtor claims that the request is being made to ensure the
continued management of its business affairs and continued
negotiation with its creditors, as well as to preserve the Debtor's
possibility of reorganization and going concern value for the
benefit of creditors.
The Debtor is not seeking an extension of exclusivity in order to
pressure creditors to submit to the Debtor's reorganization
demands. Rather, the Debtor feels that it would lead to an
efficient and smooth plan confirmation process.
Adventure Environmental, Inc. is represented by:
Christian Somodevilla, Esq.
LSS Law
2 South Biscayne Boulevard, Suite 2200
Miami, FL 33131
Telephone (305) 894-6163
Facsimile (305) 503-9447
About Adventure Environmental
Adventure Environmental, Inc., was founded in 1997 as a State of
Florida Corporation that has been awarded and successfully
completed hundreds of government and private contracts throughout
the Country for: coastal environmental restoration of seagrasses,
mangroves and wetlands; marine contracting involving dredging,
canal & waterway stabilization/erosion control, commercial diving
and barge/crane work; marine debris/derelict vessel salvage and
removal; oil spill response and contingency planning; exotic and
nuisance vegetation removal and control from land and sea; disaster
response services; water quality monitoring and improvements; heavy
equipment operation/earthwork/site preparation; and general
construction.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19328) on November
13, 2023. In the petition signed by J. Gregory Tolpin, vice
president and secretary, the Debtor disclosed $10,582,122 in assets
and $13,253,968 in liabilities.
Judge Corali Lopez-Castro oversees the case.
Timothy S. Kingcade, Esq., at KINGCADE, GARCIA & MCMAKEN, P.A., is
the Debtor's legal counsel.
AGSPRING LLC: Plan Exclusivity Period Extended to July 26
---------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware extended Agspring, LLC and its affiliates'
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to July 26 and September 27, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtors 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 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.
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.
AMBRI INC: Starts Chapter 11 Bankruptcy Protection
--------------------------------------------------
Steven Church of Bloomberg News reports that Ambri Inc., which has
been trying to build an industrial-scale battery for 14 years,
filed for bankruptcy after it ran through all the cash it had
received from investors, including firms tied to Microsoft Corp.
co-founder Bill Gates and hedge fund billionaire John Paulson.
The company plans to sell itself to noteholders unless a proposed
auction yields a better offer. Those noteholders include Gates
Frontier, and Paulson Partners, which will loan Ambri an additional
$9.5 million to pay for the Chapter 11 case, according to court
documents.
About Ambri Inc.
Ambri Inc. -- https://ambri.com/ -- develops electricity storage
solutions. The Company produces grid-level storage batteries that
collects wind and solar power. Ambri serves customers in the United
States.
Ambri Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-10952) on May 6, 2024. In the
petition filed by Nora Murphy, as chief financial officer, the
Debtor reports estimated assets and liabilities between $50 million
and $100 million each.
The Debtor is represented by:
Gregory Joseph Flasser, Esq.
Potter Anderson & Corroon LLP
53 Brigham Street
Unit #8
Marlborough, MA 01752
AMERICAN ACHIEVEMENT: Sixth Street Marks $27MM Loan at 24% Off
--------------------------------------------------------------
Sixth Street Specialty Lending, Inc has marked its $27,003,000 loan
extended to American Achievement Corp to market at $20,522,000 or
76% of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Sixth Street's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
Sixth Street is a participant in a First Lien Loan to American
Achievement Corp. The loan accrues interest at a rate of 11.68%
(incl. 11.18% Payment In Kind) (SOFR + 6.35%) per annum. The loan
matures in September 2026.
The loan is on non-accrual status as of December 31, 2023,
according to Sixth Street.
Sixth Street is a Delaware corporation formed on July 21, 2010. The
Company was formed primarily to lend to, and selectively invest in,
middle-market companies in the United States. The Company has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, the Company has elected to
be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended. The Company is
managed by Sixth Street Specialty Lending Advisers, LLC.
On June 1, 2011, the Company formed a wholly-owned subsidiary, TC
Lending, LLC, a Delaware limited liability company. On March 22,
2012, the Company formed a wholly-owned subsidiary, Sixth Street SL
SPV, LLC, a Delaware limited liability company. On May 19, 2014,
the Company formed a wholly-owned subsidiary, Sixth Street SL
Holding, LLC, a Delaware limited liability company. On December 9,
2020, the Company formed a wholly-owned subsidiary, Sixth Street
Specialty Lending Sub, LLC, a Cayman Islands limited liability
company.
Sixth Street is led by Joshua Easterly, Chief Executive Officer;
and Ian Simmonds, Chief Financial Officer. The fund can be reach
through:
Joshua Easterly
Sixth Street Specialty Lending, Inc
2100 McKinney Avenue, Suite 1500
Dallas, TX 75201
Tel: (469) 621-3001
American Achievement Corporation manufactures and distributes
commemorative jewelry, including class rings, and recognition
products.
AMERICAN DENTAL: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: American Dental of Eastman LLC
5106 Oak Street
Eastman, GA 31023
Chapter 11 Petition Date: May 24, 2024
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 24-10484
Debtor's Counsel: Matthew S. Cathey, Esq.
STONE & BAXTER, LLP
577 Third Street
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
Email: mcathey@stoneandbaxter.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Knight as authorized person.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/RSCGLIA/American_Dental_of_Eastman_LLC__gambke-24-10484__0001.0.pdf?mcid=tGE4TAMA
APPGATE INC: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Jeremy Hill of Bloomberg News reports that Appgate Inc. filed for
Chapter 11 bankruptcy in Delaware, court papers show.
The publicly traded cybersecurity firm lists assets and liabilities
of at least $100 million each in its Chapter 11 bankruptcy
petition.
About Appgate Inc.
Appgate Inc., a secure access company, provides cybersecurity
solutions based on the principles of Zero Trust access for
enterprises and governments. The company offers Appgate Software
Defined Perimeter software that enables security and a self-hosted
option and ensures trusted network access for users across all
devices and IT environments; Risk-Based Authentication solutions
provides risk assessments, context-based authentication, and
machine learning to protect individuals against targeted attacks;
and Digital Threat Protection software to combat external threats,
including phishing links, malicious mobile apps, and fraudulent
websites targeting consumers. It also provides threat advisory
services. The company is headquartered in Coral Gables, Florida.
Appgate Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-10956) on May 6, 2024.
APPLIED UV: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Applied UV, Inc.
150 N. Macquesten Parkway
Mount Vernon, NY 10550
Business Description: Applied UV is focused on the development and
acquisition of technologies that address
food security and air and surface pathogen
reduction in the healthcare, hospitality,
and commercial markets. Its products
utilize disinfection technology that applies
the power of narrow-range light (UVC) to
destroy pathogens safely, thoroughly, and
automatically.
Chapter 11 Petition Date: May 24, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22462
Judge: Hon. Sean H. Lane
Debtor's Counsel: Erica Aisner, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Email: eaisner@kacllp.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Max Munn as chief executive officer.
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/O2RKK2Q/Applied_UV_Inc__nysbke-24-22462__0001.0.pdf?mcid=tGE4TAMA
ASHFORD HOSPITALITY: Closes $267M Refinancing for Nashville Hotel
-----------------------------------------------------------------
Ashford Hospitality Trust, Inc. has closed on the refinancing of
the mortgage loan for the 673-room Renaissance Hotel in Nashville,
Tennessee, which had a final maturity date of March 2026.
The new, non-recourse loan totals $267.2 million, and has a
two-year initial term with three one-year extension options,
subject to the satisfaction of certain conditions. The loan is
interest only and provides for a floating interest rate of SOFR +
3.98%. The previous loan totaled $240 million and included the
296-room Westin Hotel in Princeton, New Jersey. As part of this
refinancing, the Westin Princeton is now unencumbered and the
Company has listed this property for sale. The Company plans to use
the excess proceeds from the refinancing for general corporate
purposes including paying down the Company's strategic financing.
"We are pleased to announce the refinancing of the Renaissance
Nashville on attractive terms with significant excess proceeds,"
said Rob Hays, Ashford Trust's President and Chief Executive
Officer. "We continue to make solid progress in paying off our
strategic financing and have several assets in the market at
various stages of the sales process. We 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 March 31, 2024, the Trust had $3.54
billion in total assets against $3.67 billion in total
liabilities.
* * *
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
On March 1, 2024, the Company received notice that the hotel
properties securing the KEYS Pool A and KEYS Pool B loans have been
transferred to a court-appointed receiver.
On March 6, 2024, the Company sold the Residence Inn Salt Lake City
in Salt Lake City, Utah for $19.2 million in cash.
ASTRA ACQUISITION: S&P Cuts ICR to 'SD' Following Debt Exchange
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Astra
Acquisition Corp. (d/b/a Anthology) to 'SD' (selective default)
from 'CCC' and its issue-level rating on its original $1.3 billion
first-lien term loan to 'D' from 'CCC+'.
Anthology recently completed a debt exchange transaction that S&P
Global Ratings views as distressed exchange. Without the exchange
transaction, S&P projects the company would have faced meaningful
liquidity challenges throughout calendar year 2024. In addition,
the revolver now has higher priority over most of the former first
lien principal, and first lien lenders took a small discount.
S&P said, "Over the coming days, we will reassess our issuer credit
rating on Anthology. Additionally, we will withdraw our ratings on
the original $1.3 billion first-lien debt instrument (because it
has been replaced by the new tranche A/tranche B loans in its
capital structure), withdraw our ratings on the original $140
million revolving credit facility (as it has been replaced by a new
first out revolving credit facility) and assign ratings to the new
tranche A and tranche B first-lien debt."
The downgrade follows the debt exchange Anthology executed earlier
in the current quarter. As part of the transaction, the company
replaced its previous $140 million revolving credit facility with a
new $140 million first-out revolving credit facility and extended
its maturity to February 2028. Additionally, the existing
first-lien debtholders received $140 million of first-out tranche A
first-lien debt and $617 million of tranche B first-lien debt in
exchange for the outstanding first-lien debt and an additional $250
million of new money investment in tranche A. As a result of the
exchange transaction, the tranche B debt will rank lower in
priority than the tranche A first-lien debt and the new revolving
credit facility. Additionally, the first-lien debtholders took a
small discount, which enabled Anthology to reduce its debt by about
$15 million.
Over the coming days, S&P will reassess its issuer credit rating on
Astra Acquisition Corp.
Following the exchange, S&P views Anthology's liquidity to be
stronger due to its $116 million of projected balance sheet cash
and access to the new $140 million revolving credit facility.
Despite the improvement in the company's liquidity, S&P doesn't
expect it will generate positive free cash over the next 12-24
months given its annual cash interest expense of more than $180
million, which is much higher than its current EBITDA.
ATI PHYSICAL: Thunander Named as Chief Accounting Officer
---------------------------------------------------------
ATI Physical Therapy, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
has appointed Christopher Thunander to the position of Chief
Accounting Officer. In this role, Mr. Thunander will serve as the
Company's Principal Accounting Officer. Previously, Joseph Jordan,
the Company's Chief Financial Officer, served as the Company's
Principal Accounting Officer on an interim basis.
Mr. Thunander previously served as Director of Accounting beginning
November 2020, and Vice President, Chief Accounting Officer and
Corporate Controller beginning September 2021, of Surgalign
Holdings, Inc. In his roles with Surgalign, he was responsible for
public company accounting activities, internal controls, external
and Securities and Exchange Commission reporting functions,
treasury and external audit coordination. Before joining Surgalign,
Mr. Thunander spent 13 years at Ernst & Young, an audit firm, where
he served in various roles in the Assurance and Audit practice. Mr.
Thunander is a certified public accountant. He received his Masters
of Business Administration and Bachelors of Science in Accounting
and Finance from the University of Dayton.
In connection with Mr. Thunander's appointment, he:
(1) will receive a base salary of $280,000 per year,
(2) will participate in the Company's Annual Incentive Bonus
Plan, and
(3) may, at the discretion of the Company's Compensation
Committee, receive long-term equity incentive awards pursuant to
the Company's 2021 Equity Incentive Plan, as amended.
There are no transactions since the beginning of the Company's last
fiscal year in which the Company is a participant and in which Mr.
Thunander or any members of his immediate family have any interest
that are required to be reported under Item 404(a) of Regulation
S-K. No family relationships exist between Mr. Thunander and any of
the Company's directors or executive officers. The appointment of
Mr. Thunander was not pursuant to any arrangement or understanding
between him and any person, other than a director or executive
officer of the Company acting in his or her official capacity.
About ATI Physical Therapy
Bolingbrook, Ill.-based ATI Physical Therapy, Inc. and its
subsidiaries is a nationally recognized outpatient physical therapy
provider in the United States specializing in outpatient
rehabilitation and adjacent healthcare services. It offers a
variety of services within its clinics, including physical therapy
to treat spine, shoulder, knee and neck injuries or pain; work
injury rehabilitation services, including work conditioning and
work hardening; hand therapy; and other specialized treatment
services.
As of March 31, 2024, the Company had $991.5 million in total
assets, $879.9 million in total liabilities, and a total
stockholders' deficit of $113.4 million.
Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor,
issued a "going concern" qualification in its report dated March
20, 2024, citing that the Company has experienced recurring losses
from operations and negative cash flows from operations and
requires operational improvement in order to meet its obligations
as they become due over the next 12 months and maintain compliance
with debt covenants, which raises substantial doubt about its
ability to continue as a going concern.
ATLANTA PEDIATRIC: Claims Will be Paid From Continued Operations
----------------------------------------------------------------
Atlanta Pediatric Therapy, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Georgia a Plan of Reorganization
dated May 7, 2024.
The Debtor is a Georgia corporation which provides pediatric
speech, occupational, and physical therapy. The Debtor operates
from its clinic in Doraville, Georgia (collectively, the
"Business").
The Debtor's President and CEO is George Rosero. Mr. Rosero is the
100% owner of Debtor. Mr. Rosero is engaged on a full-time basis in
Debtor's Business. Mr. Rosero is responsible for the day-to-day
operations of the Business.
The Debtor filed bankruptcy on February 7, 2024 to reorganize its
financial affairs. As of the time of filing this Plan, Debtor is
continuing to operate as a debtor-in-possession.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 6 consists of the general unsecured claims. The allowed
unsecured claims total $1,212,799.31. The Class 6 Claims are
Impaired by the Plan and the holders of the Class 6 Claims are
entitled to vote to accept or reject the Plan. Notwithstanding
anything in this Plan to the contrary, any Class 6 Claim shall be
reduced by any payment received by the creditor holding such claim
form any third party or other obligor and Debtor's obligations
hereunder shall be reduced accordingly.
"Administrative and General Unsecured Creditors Payment" means the
projected disposable income of the Debtor after payment of expenses
and certain plan distributions which are projected to be received
in the five-year period following the Effective Date which will be
applied to make payments under the Plan.
Class 7 consists of the Interest Claims (i.e. claim of Debtor's
sole owner based upon ownership of Debtor). George Rosero will
retain his 100% interest in the Debtor. The Class 7 Claims are
Unimpaired by the Plan.
The source of funds for the payments pursuant to the Plan is
Debtor's continued operations.
A full-text copy of the Plan of Reorganization dated May 7, 2024 is
available at https://urlcurt.com/u?l=47gRHp from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Cameron M. McCord, Esq.
JONES & WALDEN LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: cmccord@joneswalden.com
About Atlanta Pediatric Therapy
Atlanta Pediatric Therapy, Inc., is a speech pathologist in
Georgia.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51457) on Feb. 7,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. George Rosero, president, signed the petition.
Judge Wendy L. Hagenau oversees the case.
Cameron M. McCord, Esq., at Jones & Walden, LLC, is the Debtor's
legal counsel.
AVENTIV TECHNOLOGIES: BlackRock TCP Marks $26.3MM Loan at 75% Off
-----------------------------------------------------------------
BlackRock TCP Capital Corp has marked its $26,345,954 loan extended
to Aventiv Technologies, Inc. (Securus) to market at $6,586,488 or
25% of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in BlackRock TCP's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a Second Lien Term Loan to
Aventiv Technologies, Inc. (Securus). The loan accrues interest at
a rate of 14.62% (SOFR (Q), 1% Floor) per annum. The loan matures
on July 31, 2026.
BlackRock TCP classified the loan as a Non-accruing debt
investment.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Carrollton, Texas-based Aventiv Technologies LLC is a diversified
technology company that provides innovative solutions to customers
in the corrections and government services sectors. Aventiv is the
parent company to Securus Technologies and AllPaid.
AZM RESTAURANTS: Court Approves Disclosure Statement
----------------------------------------------------
Judge Kevin R. Anderson has entered an order approving the Amended
Disclosure Statement of AZM Restaurants, LC.
All objections to the motion and/or to the Disclosure Statement
raised by any party in interest are overruled.
The movants contend that Classes 1 and 2 are unimpaired and are
deemed to have accepted the Plan. The movants further contend that
Class 4 is fully impaired and is deemed to have rejected the Plan.
The Confirmation Hearing of the Plan is scheduled for June 11,
2024, at 10:30 a.m. The Confirmation Hearing will be conducted
remotely by Zoom.
The deadline to vote on the Plan through submission of a ballot
will be 5:00 p.m., prevailing Mountain Time, on Monday, June 3,
2024.
Any objection to confirmation of the Plan must be filed and served
on or before Monday, June 3, 2024, at 5:00 p.m. prevailing Mountain
Time.
Counsel for the Debtor:
Michael R. Johnson, Esq.
David H. Leigh, Esq.
RAY QUINNEY & NEBEKER P.C.
36 South State Street, 14th Floor
Salt Lake City, UT 84111
Tel: (801) 532-1500
Fax: (801) 532-7543
E-mail: mjohnson@rqn.com
dleigh@rqn.com
-and-
James T. Markus, Esq.
Lacey Bryan, Esq.
MARKUS WILLIAMS YOUNG &
HUNSICKER LLC
1775 Sherman Street, Suite 1950
Denver, CO 80203-4505
Tel: (303) 830-0800
Fax: (303) 830-0809
E-mail: jmarkus@markuswilliams.com
lacey.bryan@marcuswilliams.com
Counsel for the Official Committee of Unsecured
Creditors:
Ellen E. Ostrow, Esq.
Michael J. Small, Esq.
FOLEY & LARDNER LLP
95 State Street, Suite 2500
Salt Lake City, UT 84111
Tel: (801) 401-8900
E-mail: eostrow@foley.com
msmall@foley.com
A copy of the Order dated May 3, 2024, is available at
https://tinyurl.ph/zcvZP from PacerMonitor.com.
About Meridian Restaurants Unlimited
Meridian Restaurants Unlimited, LC, owns and operates restaurants
in Utah.
Meridian Restaurants Unlimited, and its affiliates, including AZM
Restaurants, LC, filed Chapter 11 petitions (Bankr. D. Utah Lead
Case No. 23-20731) on March 2, 2023. At the time of the filing,
Meridian Restaurants Unlimited reported $10 million to $50 million
in both assets and liabilities.
Judge Kevin R. Anderson oversees the cases.
The Debtors tapped Markus Williams Young & Hunsicker, LLC, as
bankruptcy counsel; Ray Quinney & Nebeker P.C. as local and
litigation counsel; Peak Franchise Capital, LLC as financial
advisor; Hilco Corporate Finance, LLC as investment banker; and
Keen-Summit Capital Partners, LLC as real estate advisor. BMC
Group, Inc. is the noticing agent.
The U.S. Trustee for Region 19 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Foley & Lardner, LLP.
BLITZ TRANSIT: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Blitz Transit, LLC.
About Blitz Transit
Blitz Transit, LLC specializes in flatbed transportation and
logistics. The company is based in Edgerton, Kan.
Blitz Transit sought relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 24-20503) on April 25,
2024, with $100,000 to $500,000 in assets and $1 million and $10
million in liabilities. G. Matt Barberich, Jr. of B. Riley Advisory
Services serves as Subchapter V trustee.
Judge Dale L. Somers oversees the case.
The Debtor is represented by Erlene W. Krigel, Esq., at Krigel
Nugent Moore, P.C.
BLUE STAR: Incurs $1.09 Million Net Loss in First Quarter
---------------------------------------------------------
Blue Star Foods Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.09 million on $2.26 million of net revenue for the three
months ended March 31, 2024, compared to a net loss of $1.95
million on $1.90 million of net revenue for the three months ended
March 31, 2023.
As of March 31, 2024, the Company had $6.86 million in total
assets, $4.28 million in total liabilities, and $2.58 million in
total stockholders' equity.
For the three months ended March 31, 2024, the Company incurred a
net loss, had an accumulated deficit of $34,903,827 and a working
capital surplus of $869,797, inclusive of $86,038 in stockholder
debt. According to the Company, these factors raise substantial
doubt as to its ability to continue as a going concern. The
Company said its ability to continue as a going concern is
dependent upon the Company's ability to increase revenues, execute
on its business plan to acquire complimentary companies, raise
capital, and to continue to sustain adequate working capital to
finance its operations. The failure to achieve the necessary
levels of profitability and cash flows would be detrimental to the
Company.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315224019628/form10-q.htm
About Blue Star Foods Corp.
Blue Star Foods Corp., headquartered in Miami, Florida, is an
international seafood company based in Miami, Florida that imports,
packages and sells refrigerated pasteurized crab meat, and other
premium seafood products. The Company's current source of revenue
is from importing blue and red swimming crab meat primarily from
Indonesia, the Philippines and China and distributing it in the
United States and Canada under several brand names such as Blue
Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and
Coastal Pride Fresh, and steelhead salmon and rainbow trout
fingerlings produced under the brand name Little Cedar Farms for
distribution in Canada. The Company sells primarily to food
service distributors. The Company also sells its products to
wholesalers, retail establishments and seafood distributors.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
BOVINE PROPERTIES: Gets Court OK to Sell Camanche Property
----------------------------------------------------------
Bovine Properties, LLC received court approval to sell its real
estate located at 1902 7th Ave., Camanche, Iowa.
The company, through its auctioneer Peoples Company, is selling the
real estate by auction.
The terms of the contract between Bovine and Peoples Company
requires the auctioneer to sell together the real estate and Naeve
Family Beef, LLC's associated personal property.
The net sale proceeds will be divided between Bovine and Naeve
Family Beef pro rata based on each entity's initial income tax
basis for the property sold.
Any sale costs specifically attributable to personal property alone
will be paid from Naeve Family Beef's gross share of the net sale
proceeds.
Secured creditors' interests in the company's net share of the net
sale proceeds and their relative priorities will be determined by
separate proceedings.
Bovine estimates that the aggregate value of the liens on the
property is $14.4 million, which includes Clinton National Bank
$9.4 million claim.
Clinton National Bank consented to the sale of the property.
About Bovine Properties
Bovine Properties is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor owns the real property
located at 1902 7th Ave., Camanche, Iowa, valued at $5 million.
Bovine Properties filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Iowa Case No. 24-00316) on April 10, 2024,
with $5,000,000 in assets and $19,588,665 in liabilities. On April
25, 2024, the case was transferred to the U.S. Bankruptcy Court for
the Southern District of Iowa (Bankr. S.D. Iowa Case No. 24-00556)
Judge Lee M. Jackwig oversees the case.
AG & Business Legal Strategies serves as the Debtor's bankruptcy
counsel.
BOWERY FARMING: Trinity Capital Marks $8.6MM Loan at 56% Off
------------------------------------------------------------
Trinity Capital Inc has marked its $8,660,000 loan extended to
Bowery Farming, Inc to market at $3,810,000 or 44% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Bowery
Farming, Inc. The loan accrues interest at a rate of 0% (Variable
interest rate SOFR 30 Day Forward + 10.0% or Floor rate 1.0%) per
annum. The loan matures on September 26, 2026.
The loan is on non-accrual status as of March 31, 2024 and is
considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Bowery Farming is a New York-based vertical farming and digital
agriculture company with farms in New Jersey, Maryland, and
Pennsylvania. It grows and delivers pesticide-free lettuce, leafy
greens, and herbs.
BRICK BY BRICK: Unsecureds to Get Prorata of Unsecured Claims Pool
------------------------------------------------------------------
Brick by Brick Builds, Inc. and CrissCross Center, Co., propose an
Amended Joint Plan of Reorganization, dated May 3, 2024.
Prior to the Effective Date, the Debtor will continue to operate
its business as debtor-in-possession, subject to all applicable
requirements of the Bankruptcy Code and the Federal Rule of
Bankruptcy Procedure. After the Effective Date, the Debtor may
operate its business, and may use, acquire, and dispose of property
free of any restrictions of the Bankruptcy Code or the Federal Rule
of Bankruptcy Procedure, but subject to the continuing jurisdiction
of the Bankruptcy Court.
Under the Plan, Class 10 - General Unsecured Claims are impaired.
This Class includes any Lincoln Deficiency Claim and other
Unsecured Claims that are not Sub-Contractor Creditor Claims. Based
upon the adjudication and computation of deficiency claims
elsewhere in the Plan, and all such additional general unsecured
claims as are filed in this reorganization, said creditors will
participate pro rata in the Unsecured Claims Pool.
The Unsecured Claims Pool will receive (a) all proceeds from the
refinance of the Pinellas Facility after payment of the Claims
Secured by the Pinellas Facility, and (b) any other recoveries not
expressly pledged as collateral in favor of creditors.
Notwithstanding any other term or condition, the Unsecured Claims
Pool will be in an amount of not less than $100,000 and not more
than $200,000. The Debtor contends that, but for the efforts of the
Goris Family, there could not possibly be any recovery for the
General Unsecured Creditors under the Plan.
Class 10 is impaired.
"Unsecured Claims Pool" will include (a) all proceeds from the
refinance of the Pinellas F acility after payment of the Claims
Secured by the Pinellas Facility, and (b) any other recoveries not
expressly pledged as Collateral in favor of Creditors specifically
identified herein.
Attorneys for the Debtors:
John A. Anthony, Esq.
Stephenie Biernacki Anthony, Esq.
ANTHONY & PARTNERS, LLC
100 S. Ashley Drive, Suite 1600
Tampa, FL 33602
Tel: (813) 273-5616
Fax: (813) 221-4113
E-mail: janthony@anthonyandpartners.com
santhony@anthonyandpartners.com
A copy of the Plan of Reorganization dated May 3, 2024, is
available at https://tinyurl.ph/gnoid from PacerMonitor.com.
About Brick by Brick Builds
Brick by Brick Builds, Inc., sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05564) on
Dec. 7, 2023. In the petition signed by Robin Goris, president,
the Debtor dislcosed up to $10 million in both assets and
liabilities.
Judge Roberta A. Colton oversees the case.
Stephanie B. Anthony, Esq., at Anthony and Partners, is the
Debtor's legal counsel.
CANOO INC: Warns of Ability to Continue as Going Concern
--------------------------------------------------------
Seeking Alpha reports that EV startup Canoo raises going concern
doubts as it runs low on cash.
Electric vehicle startup Canoo (NASDAQ:GOEV) warned on Monday about
its ability to continue as a going concern, highlighting its
dwindling cash reserves amidst a slump in the EV market.
Shares of the Torrance, California-based company slumped 26% in
extended trading.
The EV maker said that it would be required to terminate or curtail
its operations if it was unable to obtain sufficient additional
funding.
The company recorded a net loss of $29 million for the
fourth-quarter. Its cash and cash equivalents were $6.4 million as
of December 31, compared with $36.6 million in the same period last
year.
Canoo (GOEV) sees 2024 revenue in the range $50 million to $100
million, vs. analysts' estimates of $152.5 million.
Last week, the New York Stock Exchange announced it had begun the
steps to delist shares of EV startup Fisker (OTC:FSRN) common stock
due to its "abnormally low" price.
About Canoo Inc.
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The company has developed
breakthrough electric vehicles that are reinventing the automotive
landscape with their pioneering technologies, unique design, and
business model that spans multiple owners across the full
lifecycle
of the vehicle. Canoo designed a modular electric platform that is
purpose-built to maximize the vehicle interior space and is
customizable for all owners in the vehicle lifecycle, to support a
wide range of business and consumer applications.
CAPITAL TACOS: Unsecureds to Get Share of Income for 3 Years
------------------------------------------------------------
Capital Tacos Holdings, LLC and its affiliates filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Joint
Subchapter V Plan of Reorganization dated May 7, 2024.
Capital Tacos formerly operated restaurants, selling fast casual
tacos and "Tex-Mex" cuisine. Capital Tacos owns one hundred percent
of the equity in KJ-IP, LLC, and KJ-Licensing, LLC.
KJ-Licensing is a franchisor under agreements with various
franchisees that operate Capital Tacos restaurants. KJ-IP owns the
intellectual property and licenses such to KJ-Licensing. The
Debtors' principal place of business is 3225 S. MacDill Avenue,
Suite 129-294 Tampa, FL 33629.
The Debtors' primary secured creditors are FVP Opportunity Fund IV,
LP and FVP Servicing, LLC (each a "Lender" and/or administrative
agent of the Lender, and collectively the "Lenders"), in connection
with a $2,500,000.00 loan. As security for this loan, the Lenders
assert a security interest in all assets of the Debtors. The
Lenders filed a lawsuit seeking to collect on its loan and to
foreclose on its collateral.
The Debtors filed these cases on March 15, 2024 to preserve the
value of their assets and treat all creditors fairly and equitably.
The Lenders are owed approximately $2.5 million as of the Petition
Date. However, the Debtors' assets are worth significantly less
than the Lenders' claim. The Debtors intend to file a Motion to
Value the Lenders' collateral. It is the Debtor's opinion that the
value of the Lenders' collateral is $19,775.10.
The Debtors' Joint Plan will be funded by income derived from
future business operations, which will among other things result in
(a) payment of all administrative expenses of the chapter 11 case
which are currently estimated to be approximately $38,000.00, and
(b) payment of the pro rata share of projected disposable income to
be paid on account of the allowed claims of unsecured creditors.
The final Joint Plan payment is expected to be paid in the 36th
month from confirmation of the Joint Plan which is anticipated to
be made in calendar year 2028.
Class 2 consists of all non-priority unsecured claims. Each Holder
of an allowed unsecured claim shall receive annual payments of such
Holder's pro rata share of projected disposable income. The first
payment shall be made on the first anniversary of the Effective
Date and each year thereafter, with the last payment due on the
third anniversary of the Effective Date.
This Class will receive a distribution of $119,659.00.
Class 3 consists of the equity interests of the Debtors. Class 3
claimants are retaining their equity interests.
The Joint Plan will be funded from income derived from projected
disposable income.
A full-text copy of the Joint Plan dated May 7, 2024 is available
at https://urlcurt.com/u?l=NCnKcP from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
Edward J. Peterson, Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
400 N Ashley Dr., Ste. 3100
Tampa, FL 33602
Tel: (813) 225-2500
Email: edwardp@jpfirm.com
About Capital Tacos Holdings
Capital Tacos Holdings, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01363) on
March 15, 2024. In the petition signed by James Marcus, manager,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Judge Roberta A. Colton oversees the case.
Edward J. Peterson, Esq., at JOHNSON, POPE, BOKOR, RUPPEL & BURNS,
LLP, is the Debtor's legal counsel.
CBDMD INC: Incurs $3.01 Million Net Loss in Second Quarter
----------------------------------------------------------
cbdMD, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $3.01 million
on $4.38 million of total net sales for the three months ended
March 31, 2024, compared to a net loss of $1.34 million on $6.24
million of total net sales for the three months ended March 31,
2023.
For the six months ended March 31, 2024, the Company reported a net
loss of $4.01 million on $9.75 million of total net sales, compared
to a net loss of $5.29 million on $12.33 million of total net sales
for the six months ended March 31, 2023.
As of March 31, 2024, the Company had $14.55 million in total
assets, $11.46 million in total liabilities, and $3.09 million in
total shareholders' equity.
cbdMD said, "While the Company is taking strong action, believes in
the viability of its strategy and path to profitability, and in its
ability to raise additional funds, there can be no assurances to
that effect. The Company's working capital position may not be
sufficient to support the Company's daily operations for the twelve
months subsequent to the issuance of these annual financial
statements. The Company's ability to continue as a going concern
is dependent upon its ability to improve profitability and the
ability to acquire additional funding. These and other factors
raise substantial doubt about the Company's ability to continue as
a going concern within twelve months after the date that the annual
financial statements are issued."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1644903/000143774924017042/ycbd20240331_10q.htm
About cbdMD, Inc.
Headquartered in Charlotte, NC, cbdMD, Inc. -- www.cbdmd.com --
owns and operates the nationally recognized CBD (cannabidiol)
brands cbdMD, Paw CBD and cbdMD Botanicals. Its mission is to
enhance its customer's overall quality of life while bringing CBD
education, awareness and accessibility of high quality and
effective products to all. Company sources cannabinoids, including
CBD, which are extracted from non-GMO hemp grown on farms in the
United States.
Charlotte, North Carolina-based Cherry Bekaert LLP, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Dec. 22, 2023, citing that the Company has
historically incurred losses, including a net loss of approximately
[$23 million] in the current year, resulting in an accumulated
deficit of approximately $174 million as of Sept. 30, 2023. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
CBS TRUCKING: Continued Operations to Fund Plan Payments
--------------------------------------------------------
CBS Trucking, Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York a Small Business Subchapter V Plan
dated May 7, 2024.
The Debtor is a New York Corporation organized under the laws of
the State of New York. The Debtor owns and operates a residential
package delivery service pursuant to its contract with FedEx.
The Debtor operates its business out of FedEx's transportation
depot located at 3 Enterprise Drive, Newburgh, NY 12550. The
debtor's principal Sokol Bala manages and maintains the Debtor's
daily business operations. The Debtor maintains a fleet of
approximately 17 vehicles at the Newburgh location.
The Debtor filed a previous chapter 11 bankruptcy case on June 30,
2023, Case No. 23-35547 (CGM). Consequently, the 2023 Case was
dismissed on October 23, 2023, and closed on October 25, 2023. The
Debtor filed this bankruptcy case to successfully reorganize its
debts and emerge as a profitable residential package delivery
service business.
The Debtor's Chapter 11 Plan estimates that the distributions to
creditors over the course of Debtor's 36 month plan will be
$130,682.16; therefore, creditors will receive more in Chapter 11
than they would receive in a Chapter 7 Liquidation.
Notwithstanding, the Debtor will make plan payments over the course
of the 36 month plan totaling an amount greater than the creditors
would receive in a Chapter 7 liquidation.
The Debtor will pay the Federal Tax Claims and Administrative
Claims in Full on the Effective Date. The Debtor will make monthly
payments to secured creditors Key Bank and the SBA in accordance
with the parties underlying loan agreements. The Debtor shall make
payments to secured creditor ReadyCap in accordance with the terms
of the parties' settlement agreement which shall be incorporated in
the Plan.
Class 3 consists of all allowed general unsecured claims. There are
no allowed general unsecured claims.
Class 4 consists of the equity holders of the Debtor. Bala shall
retain his Interest in the Debtor and continue to manage and
maintain the Debtor's daily business operations and receive the
same or similar compensation that he does now. Class 4 interests
are unimpaired under the Plan and are deemed to have accepted the
Plan.
The Debtor will fund the Plan from the income that it derives from
the operation of its business along with a contribution from the
Debtor's principal and the nondebtor guarantors to the ReadyCap
loan.
A full-text copy of the Subchapter V Plan dated May 7, 2024 is
available at https://urlcurt.com/u?l=0SV1R3 from PacerMonitor.com
at no charge.
Proposed Attorney for the Debtor:
James J. Rufo, Esq.
THE LAW OFFICE OF JAMES J. RUFO
222 Bloomingdale Road, Suite 202
White Plains, NY 10605
Tel: (914) 600-7161
Email: jrufo@jamesrufolaw.com
About CBS Trucking
CBS Trucking, Inc., is part of the general freight trucking
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-35547) on June 30,
2023. In the petition signed by Sokol Bala, president, the Debtor
disclosed $448,619 in assets and $1.236 million in liabilities.
Judge Cecelia G. Morris oversees the case.
James J. Rufo, Esq., at Law Office of James J. Rufo, is the
Debtor's legal counsel.
CELULARITY INC: Receives Another Delinquency Notice From Nasdaq
---------------------------------------------------------------
Celularity Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on May 21, 2024, the Nasdaq Stock
Market LLC provided formal notice to the Company that as a result
of Celularity's failure to timely file its Q1 2024 10-Q, and
because Celularity remains delinquent in filing its 2023 Form 10-K,
as previously reported on Form 8-K filed by Celularity with the SEC
on April 22, 2024, Celularity does not comply with the continued
listing requirements under the timely filing criteria outlined in
Nasdaq Listing Rule 5250(c)(1). Nasdaq's notice has no immediate
effect on the listing of Celularity's common stock and warrants,
which continue to trade on the Nasdaq Capital Market under the
symbols "CELU" and "CELUW", respectively.
Celularity is required to submit to Nasdaq a plan to regain
compliance with respect to these delinquent reports no later than
June 17, 2024, and if accepted by Nasdaq, Celularity has a maximum
of 180 calendar days from the 2023 Form 10-K due date, or until or
until Oct. 14, 2024, to implement the plan to regain compliance.
Celularity intends to submit a plan to Nasdaq by June 17, 2024 and
will evaluate available options to regain compliance within the
compliance period. However, there can be no assurance that Nasdaq
will accept the plan, Celularity will regain compliance within the
compliance period, or maintain compliance with the other Nasdaq
listing requirements.
As reported by Celularity in its Form 12b-25 Notification of Late
Filing with the SEC SEC on May 15, 2024, Celularity was unable to
file its Quarterly Report on Form 10-Q for the quarter ended March
31, 2024, or the Q1 2024 Form 10-Q, within the prescribed time
period. The extension provided under Rule 12b-25 expired on May
20, 2024.
On May 21, 2024, Celularity informed Nasdaq, that it failed to
timely file its Q1 2024 Form 10-Q within the extension period
provided by Rule 12b-25 because Celularity has not yet completed
the preparation of the financial statements for the quarter ended
March 31, 2024 due to delays in filing its Annual Report on Form
10-K for the year ended Dec. 31, 2023, or the 2023 Form 10-K.
About Celularity
Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J.,
is a biotechnology company leading the next evolution in cellular
and regenerative medicine by developing allogeneic cryopreserved
off-the-shelf placental-derived cell therapies, including
therapeutic programs using mesenchymal-like adherent stromal cells
(MLASCs), T-cells engineered with CAR (CAR T-cells), and
genetically modified and unmodified natural killer (NK) cells.
These therapeutic programs target indications in autoimmune,
infectious and degenerative diseases, and cancer. In addition,
Celularity develops, manufactures and commercializes innovative
biomaterial products also derived from the postpartum placenta.
Celularity believes that by harnessing the placenta's unique
biology and ready availability, it can develop therapeutic
solutions that address significant unmet global needs for
effective, accessible, and affordable therapies.
"We have incurred net losses in every period since our inception,
have no cellular therapeutic candidates approved for commercial
sale and we anticipate that we will incur substantial net losses in
the future. There is substantial doubt about our ability to
continue as a going concern, which may affect our ability to obtain
future financing and may require us to curtail our operations. We
will need to raise additional capital to support our operations.
This additional funding may not be available on acceptable terms or
at all. Failure to obtain this necessary capital or address our
liquidity needs may force us to delay, limit or terminate our
operations, make further reductions in our workforce, discontinue
our commercialization efforts for our biomaterials products as well
as other clinical trial programs, liquidate all or a portion of our
assets or pursue other strategic alternatives, and/or seek
protection under the provisions of the U.S. Bankruptcy Code,"
Celularity said in its Quarterly Report for the period ended Sept.
30, 2023.
CIBT SOLUTIONS: BlackRock TCP Marks $8.1MM Loan at 77% Off
----------------------------------------------------------
BlackRock TCP Capital Corp has marked its $8,146,376 loan extended
to CIBT Solutions, Inc. to market at $1,914,398 or 23% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in BlackRock TCP's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a Second Lien Term Loan to CIBT
Solutions, Inc. The loan accrues interest at a rate of 13.19%
(LIBOR) (Q), 1% FLOOR) per annum. The loan matures on June 1,
2025.
BlackRock TCP classified the loan as a Non-accruing debt
investment.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
CIBT Solutions, Inc. provides visa and immigration solutions.
CLS ELECTRIC: Michael Carmel Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 14 appointed Michael Carmel of Michael
W. Carmel, Ltd. as Subchapter V trustee for CLS Electric
Corporation.
Mr. Carmel will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Carmel declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael W. Carmel
Michael W. Carmel, Ltd.
80 E. Columbus Ave
Phoenix, AZ 85012-4965
Phone: 602-264-4965
Fax: 602-277-0144
Email: michael@mcarmellaw.com
About CLS Electric Corporation
CLS Electric Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
24-03283) on April 29, 2024, listing under $500,000 in assets and
$10 million in liabilities.
Ronald J. Ellet, Esq., at Ellett Law Offices, PC serves as the
Debtor's counsel.
COMMSCOPE HOLDING: Reports $375MM Net Loss in Q1 2024
-----------------------------------------------------
CommScope Holding Company, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss attributable to common stockholders of $375.2 million on
$1.2 billion of net sales for the three months ended March 31,
2024, compared to a net loss attributable to common stockholders of
$11.7 million on $1.7 billion of net sales for the three months
ended March 31, 2023.
Chuck Treadway, President and Chief Executive Officer, commented,
"As expected, our first quarter was a challenging quarter as we
continued to deal with lower demand. On a positive note, we have
begun to see early signs of recovery in our Connectivity and Cable
Solutions and Outdoor Wireless Networks businesses as order rates
increased sequentially in the first quarter for those two
businesses. These favorable trends were offset by significantly
lower demand for Networking, Intelligent Cellular and Security
Solutions and Access Network Systems as customers managed inventory
and timing of upgrade cycles. Overall, we continue to be bullish on
medium- and long-term recovery in all of our businesses. We
continue to manage the levers that we can control, such as customer
interface, costs, new product development and capital. We are very
focused on supporting our customers and we appreciate their
support. We are confident that market conditions will improve and
we are well positioned to capture the recovery in all segments."
"For the first quarter, CommScope net sales declined 30% from the
prior year to $1.17 billion and delivered adjusted EBITDA of $153
million, which was higher than our previously provided guidance
range but down 51% from the prior year. Adjusted EPS was a loss of
$(0.08) per share. Based on current visibility, we expect the first
quarter to be the lowest revenue and adjusted EBITDA quarter of the
year. We continue to evaluate capital structure alternatives,
including asset sales, to address the upcoming debt maturities. We
finished the quarter with significant liquidity of over $900
million," said Kyle Lorentzen, Chief Financial Officer.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/43tvycxa
About CommScope Holding
Headquartered in Hickory, North Carolina, CommScope Holding
Company, Inc. -- https://www.commscope.com/ -- is a global provider
of infrastructure solutions for communication, data center and
entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone and digital broadcast satellite operators and media
programmers to deliver media, voice, Internet Protocol (IP) data
services and Wi-Fi to their subscribers and allow enterprises to
experience constant wireless and wired connectivity across complex
and varied networking environments.
As of March 31, 2024, the Company has $8.7 billion in total assets,
$10.8 billion in total liabilities, $3.3 billion in total
stockholders' deficit.
CommScope reported a net loss of $1.45 billion in 2023, a net loss
of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and
net loss of $573.4 million in 2020.
* * *
As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered
its issuer credit rating on CommScope Holding Co. Inc. to 'CCC'
from 'B-' and removed the ratings from CreditWatch with negative
implications, where they were placed on Oct. 31, 2023. S&P revised
the outlook to negative. The negative outlook reflects S&P's view
that CommScope's expected weak financial performance of leverage
above the 10x area and low FOCF generation in 2023 and 2024 will
increase the risk of a distressed exchange or buyback within the
next 12 months to address upcoming maturities.
As reported by the TCR on March 15, 2024, Moody's Ratings
downgraded CommScope Holding's ratings including the corporate
family rating to Caa2 from B3. The ratings downgrade primarily
reflects the increasing risk of a capital restructuring including a
distressed exchange of some or all of the company's debt, with
maturities approaching including the company's senior notes in June
2025 and secured debt in March and April of 2026.
COMMSCOPE HOLDING: Stockholders Greenlight All 5 Proxy Proposals
----------------------------------------------------------------
The stockholders of CommScope Holding Company, Inc, approved five
proxy proposals during its Annual Meeting of Stockholders held on
May 9, 2024.
CommScope stockholders re-elected Stephen C. Gray, L. William
Krause, Joanne M. Maguire, Thomas J. Manning, Derrick A. Roman,
Charles L. Treadway, Claudius E. Watts IV and Timothy T. Yates as
directors, each for a term ending at the 2025 annual meeting, and
ratified the appointment of Ernst & Young LLP as the company's
independent registered public accounting firm for the 2024 fiscal
year. The stockholders also approved, on a non-binding advisory
basis, the compensation of the company's named executive officers.
In addition, the stockholders approved additional shares under the
company's 2019 Long-Term Incentive Plan. Additionally, the holders
of Series A Convertible Preferred Stock, voting as a separate
class, re-elected Scott H. Hughes and Patrick R. McCarter as
directors for a term ending at the 2025 annual meeting.
About CommScope Holding
Headquartered in Hickory, North Carolina, CommScope Holding
Company, Inc. -- https://www.commscope.com/ -- is a global provider
of infrastructure solutions for communication, data center and
entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone and digital broadcast satellite operators and media
programmers to deliver media, voice, Internet Protocol (IP) data
services and Wi-Fi to their subscribers and allow enterprises to
experience constant wireless and wired connectivity across complex
and varied networking environments.
CommScope reported a net loss of $1.45 billion in 2023, a net loss
of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and
net loss of $573.4 million in 2020.
* * *
As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered
its issuer credit rating on CommScope to 'CCC' from 'B-' and
removed the ratings from CreditWatch with negative implications,
where they were placed on Oct. 31, 2023. S&P revised the outlook
to negative. The negative outlook reflects S&P's view that
CommScope's expected weak financial performance of leverage above
the 10x area and low FOCF generation in 2023 and 2024 will increase
the risk of a distressed exchange or buyback within the next 12
months to address upcoming maturities.
As reported by the TCR on March 15, 2024, Moody's Ratings
downgraded CommScope ratings including the corporate family rating
to Caa2 from B3. The ratings downgrade primarily reflects the
increasing risk of a capital restructuring including a distressed
exchange of some or all of the company's debt, with maturities
approaching including the company's senior notes in June 2025 and
secured debt in March and April of 2026.
CONTINENTAL AMERICAN: Gets OK to Sell Assets to Secured Lender
--------------------------------------------------------------
Continental American Corporation and Pioneer National Latex, Inc.
received approval from the U.S. Bankruptcy Court for the District
of Kansas to sell most of their assets to White Oak Commercial
Finance, LLC.
White Oak, a secured lender, holds a lien on the majority of the
assets, which include real and personal property used to operate
the companies' latex balloon business.
Under the deal, White Oak agreed to purchase the assets through a
credit bid in the amount of $9.5 million.
In addition, the lender agreed to assume certain liabilities of the
companies and establish a cash reserve of up to $175,000 for
professional fees.
The companies previously solicited competing bids for the assets
and scheduled a May 8 auction. The auction, however, was cancelled
after the companies did not receive qualified bids by the May 6
deadline.
About Continental American Corporation
Continental American Corporation operates a balloon manufacturing
business in Wichita, Kan.
Continental American and its affiliate, Pioneer National Latex,
Inc., filed Chapter 11 petitions (Bankr. D. Kan. Lead Case No.
23-10938) on Sept. 22, 2023. Judge Mitchell L. Herren oversees the
cases.
At the time of the filing, Continental American reported $50
million to $100 million in assets and $10 million to $50 million in
liabilities while Pioneer National Latex reported $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. represents
the Debtors as legal counsel.
The U.S. Trustee for Region 20 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Sandberg Phoenix & von Gontard, P.C.
CONVERGEONE HOLDINGS: Court Confirms Restructuring Plan
-------------------------------------------------------
C1, an advanced technology and solutions company, on May 23
disclosed that the U.S. Bankruptcy Court for the Southern District
of Texas has confirmed the Company's Financial Restructuring Plan.
C1 expects to successfully complete its financial restructuring and
emerge from the court-supervised process in the coming weeks.
Jeffrey S. Russell, Chief Executive Officer of C1, said, "We are
pleased to have reached this critical milestone, bringing us one
step closer to completing this process and moving forward focused
as ever on delivering continued excellence for customers and
partners. We are deeply grateful for the strong support from our
financial stakeholders, which has enabled us to achieve this
outcome on an expedited basis."
Mr. Russell continued, "I also want to express my sincere
appreciation to our team members for their tireless hard work and
dedication to serving our customers, allowing us to continue
operating smoothly during this process. We look forward to emerging
as an even stronger company with significantly reduced debt levels
and a robust liquidity profile, well-positioned to invest in C1's
growth and transformation."
Additional information is available at C1neXt.com. Court filings
and information regarding the claims process are available at
https://dm.epiq11.com/c1, by calling the Company's claims and
noticing agent, Epiq, at 877-295-6914 (toll-free in the U.S.) or
+1-971-290-2761, or by sending an email to C1-Info@epiqglobal.com.
Advisors
White & Case LLP is serving as legal advisor, Evercore Group,
L.L.C. is serving as investment banker, and AlixPartners LLP is
serving as financial advisor to C1.
About ConvergeOne Holdings
ConvergeOne Holdings, Inc., operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
ConvergeOne Holdings and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 24-90194) on April 4, 2024, with $1 billion to $10 billion in
assets and liabilities.
Judge Christopher M. Lopez presides over the cases.
White & Case LLP is the Debtors' legal counsel. Evercore Group LLC
is the Debtors' investment banker, and AlixPartners, LLP, is the
restructuring advisor. EPIQ Bankruptcy Solutions is the claims
agent.
Porter Hedges LLP, and Gibson, Dunn & Crutcher LLP advise the first
lien lenders.
CONVERGEONE HOLDINGS: Gibson & Porter Revise Rule 2019 Statement
----------------------------------------------------------------
In the Chapter 11 cases of ConvergeOne Holdings, Inc., and
affiliates, the First Lien Ad Hoc Group filed a first amended
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.
Gibson Dunn and Porter Hedges represent (as that term is defined in
Bankruptcy Rule 2019(a)(2)) the First Lien Ad Hoc Group, comprised
of the beneficial holders or the investment advisors or managers
for certain beneficial holders in their capacities as lenders.
Gibson Dunn and Porter Hedges do not represent or purport to
represent any other entities in connection with the Debtors'
chapter 11 cases. Gibson Dunn and Porter Hedges do not represent
the First Lien Ad Hoc Group as a "committee" (as such term is used
in the Bankruptcy Code and Bankruptcy Rules) and do not undertake
to represent the interests of, and are not fiduciaries for, any
creditor, party in interest, or other entity that has not signed a
retention agreement with Gibson Dunn or Porter Hedges.
In addition, the First Lien Ad Hoc Group does not represent or
purport to represent any other entities in connection with the
Debtors' chapter 11 cases. Each member of the First Lien Ad Hoc
Group does not represent or purport to represent the interests of,
nor act as a fiduciary for, any person or entity other than itself
in connection with the Debtors' chapter 11 cases.
The First Lien Ad Hoc Group's address and the nature and amount of
disclosable economic interests held in relation to the Debtors
are:
1. Kennedy Lewis Management LP
225 Liberty Street, Suite 4210
New York, NY 10281
* $182,429,021.72
* $52,571,980.56
* $75,000,000.00 KL Notes
2. MJX Asset Management LLC
12 East 49th St., 38th Floor
New York, NY 10017
* $67,042,310.97
* $12,390,851.32
3. Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022
* $194,779,644.40
* $39,270,906.02
4. PGIM, Inc.
P.O. Box 32339
Newark, NJ 07102
* $84,542,111.37
* $15,148,929.91
5. Sound Point Capital Management, LP
375 Park Avenue, 34th Floor
New York, NY 10152
* $53,664,091.84
* $9,635,573.51
6. SPCP Institutional Group, LLC
2 Greenwich Plaza
Greenwich, CT 06830
* $23,269,071.00
* $4,971,967.78
7. SPCP Institutional Group 2, LLC
2 Greenwich Plaza
Greenwich, CT 06830
* $66,674,509.28
* $12,083,407.88
* $4,119,192.07 Second Lien
8. SPCP Group, LLC
2 Greenwich Plaza
Greenwich, CT 06830
* $185,924,753.25
* $38,539,354.20
* $3,870,807.93 Second Lien
Attorneys for the First Lien Ad Hoc Group:
PORTER HEDGES LLP
John F. Higgins, Esq.
Eric M. English, Esq.
James A. Keefe, Esq.
1000 Main Street, 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
E-mail: jhiggins@poerterhedges.com
eenglish@porterhedges.com
jkeefe@porterhedges.com
- and -
GIBSON, DUNN & CRUTCHER LLP
Scott J. Greenberg, Esq.
Keith R. Martorana, Esq.
200 Park Avenue
New York, New York 10166
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
Email: sgreenberg@gibsondunn.com
kmartorana@gibsondunn.com
GIBSON, DUNN & CRUTCHER LLP
Michelle Choi, Esq.
333 South Grand Avenue
Los Angeles, California 90071
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
Email: mchoi@gibsondunn.com
About ConvergeOne Holdings
ConvergeOne Holdings, Inc., operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
ConvergeOne Holdings and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 24-90194) on April 4, 2024, with $1 billion to $10 billion in
assets and liabilities.
Judge Christopher M. Lopez presides over the cases.
White & Case LLP is the Debtors' legal counsel. Evercore Group LLC
is the Debtors' investment banker, and AlixPartners, LLP, is the
restructuring advisor. EPIQ Bankruptcy Solutions is the claims
agent.
Porter Hedges LLP and Gibson, Dunn & Crutcher LLP advise the first
lien lenders.
CORENERGY INFRASTRUCTURE: Faegre & Spencer Fane Advise Bondholders
------------------------------------------------------------------
The law firms Faegre Drinker Biddle & Reath LLP and Spencer Fane,
LLP filed a supplement to verified statement pursuant to Rule 2019
of the Federal Rules of Bankruptcy Procedure to disclose that in
the Chapter 11 case of CorEnergy Infrastructure Trust, Inc., the
firms represent Ad Hoc Group of Senior Noteholders.
On March 11, 2024, Spencer Fane submitted a Supplement to Verified
Statement Pursuant to Bankruptcy Rule 2019, supplementing Spencer
Fane's representations in the Chapter 11 Case.
Also, on March 13, 2024, Spencer Fane submitted a Second Supplement
to Verified Statement Pursuant to Bankruptcy Rule 2019,
supplementing Spencer Fane's representations in the Chapter 11
Case. Finally, on April 22, 2024, Spencer Fane submitted a Third
Supplement to Verified Statement Pursuant to Bankruptcy Rule 2019,
supplementing Spencer Fane's representations in the Chapter 11
Case.
In accordance with Bankruptcy Rule 2019 and based upon information
provided to Counsel by each of the Ad Hoc Group of Senior
Noteholders, is a revised and updated list of the names addresses,
nature, and amount of all disclosable economic interests of each of
the members of the Ad Hoc Group of Senior Noteholders in relation
to the Debtor.
The names and all disclosable economic interests of each Member of
the Ad Hoc Group of Senior Noteholders are:
1. Keyframe Capital Partners, L.P.
65 E 55th St, New York,
NY 10022
* $32,924,000.00
2. Cyrus Capital Partners, L.P.
65 E 55th St, New York,
NY 10022
* $29,332,000.00
3. ADK Soho Fund LP
429 Lenox Avenue,
Miami Beach, FL 33139
* $14,342,000.00
4. Kore Fund Ltd.
1501 Corporate Drive,
Boynton Beach, FL 33426
* $9,782,000.00
5. Acasta Global Master Fund
399 Park Avenue, 22nd Floor,
New York, NY 10022
* $21,040,000.00
Counsel for the Ad Hoc Group of Senior Noteholders:
SPENCER FANE LLP
Eric L. Johnson, Esq.
Andrea M. Chase, Esq.
Camber M. Jones, Esq.
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
(816) 474 8100
(816) 474-3216 - Fax
Email: ejohnson@spencerfane.com
achase@spencerfane.com
cjones@spencerfane.com
- and -
FAEGRE DRINKER BIDDLE & REATH LLP
James H. Millar, Esq.
Laura E. Appleby, Esq.
1177 Avenue of the Americas, 41st Floor
New York, New York -2714, USA
Telephone: (212) 248-3140
Facsimile: (212) 248-3141
Email: james.millar@faegredrinker.com
laura.appleby@faegredrinker.com
About CorEnergy Infrastructure
CorEnergy Infrastructure Trust, Inc. is a Maryland corporation
formed in 2005 as a Business Development Company under the
Investment Company Act of 1940, but since 2012 has operated for tax
purposes as a real estate investment trust ("REIT"). Its stock is
publicly traded and widely held, and it operates under the
oversight of a board of directors that meets the independence
standards of the New York Stock Exchange. Since its conversion to a
REIT in 2012, CorEnergy has focused on owning and leasing energy
midstream infrastructure and operating energy midstream companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-40236) on February 25,
2024, with $14,492,662 in assets and $118,415,403 in liabilities.
David J. Schulte, officer, signed the petition.
Judge Cynthia A. Norton oversees the case.
Mark T. Benedict, Esq., of HUSCH BLACKWELL LLP, represents the
Debtor as legal counsel.
CRYPTO CO: Amends Promissory Note to Increase Amount to $186K
-------------------------------------------------------------
The Crypto Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 20, 2024, the
Company and AJB Capital Investments LLC entered into a Second
Amendment, effective as of May 15, 2024, to that certain Promissory
Note dated as of April 12, 2024. The First Amendment to the
Promissory Note amended the Promissory Note to (1) increase the
principal amount of the Promissory Note from $120,000 to $148,889
and (2) extended the maturity date of the Promissory Note to Nov.
1, 2024. The Second Amendment to the Promissory Note amends the
Promissory Note, as amended by the First Amendment, to increase the
principal amount of the Promissory Note from $148,889 to $185,555;
provided, however, that the $185,555 principal carries an original
issue discount of $3,666 withheld from the Company to cover
monitoring costs associated with the Promissory Note. Moreover,
$1,000 of the $185,555 principal shall be withheld to pay the
Company's legal counsel fees and expenses incurred in connection
with this Second Amendment.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023 the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022 the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However by the end
of 2022 the Company had exited that Bitcoin mining business.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
CRYPTO CO: Incurs $1.10 Million Net Loss in First Quarter
---------------------------------------------------------
The Crypto Company filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.10 million on $15,806 of revenue for the three months ended
March 31, 2024, compared to a net loss of $2.77 million on $156,892
of revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $1.30 million in total
assets, $5.52 million in total liabilities, and a total
stockholders' deficit of $4.22 million.
The Company has incurred significant losses and experienced
negative cash flows since inception. As of March 31, 2024, the
Company had cash of $21,887. In addition, the Company's net loss
was $1,102,738 for the three months ended March 31, 2024 and the
Company's had a working capital deficit of $4,219,094. As of March
31, 2024, the accumulated deficit amounted to $45,549,340. As a
result of the Company's history of losses and financial condition,
there is substantial doubt about the ability of the Company to
continue as a going concern.
"The ability to continue as a going concern is dependent upon the
Company generating profitable operations in the future and/or
obtaining the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due. Management is evaluating different strategies to obtain
financing to fund the Company's expenses and achieve a level of
revenue adequate to support the Company's current cost structure.
Financing strategies may include, but are not limited to, private
placements of capital stock, debt borrowings, partnerships and/or
collaborations. There can be no assurance that any of these
future-funding efforts will be successful."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1688126/000149315224020676/form10-q.htm
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023 the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022 the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However by the end
of 2022 the Company had exited that Bitcoin mining business.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
CRYPTO CO: Replaces BF Borgers with Bush & Associates as Auditor
----------------------------------------------------------------
The Crypto Company disclosed in a Form 8-K filed with the U.S.
Securities and Exchange Commission that the Audit Committee of the
Board of Directors of the Company approved the dismissal of BF
Borgers CPA PC as the Company's independent registered public
accounting firm.
Following the dismissal of BF Borgers, the Company engaged Bush &
Associates CPA LLC as BF Borgers' replacement. The decision to
change independent registered public accounting firms was made with
the recommendation and approval of the Audit Committee of the
Company.
The reports of BF Borgers on the Company's consolidated financial
statements for the fiscal years ended December 31, 2023, and
December 31, 2022, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles other than an
explanatory paragraph relating to the Company's ability to continue
as a going concern
During the fiscal years ended December 31, 2023 and 2022, and the
subsequent interim period through the date of this report, there
were no "disagreements" with BF Borgers on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the
satisfaction of BF Borgers would have caused BF Borgers to make
reference thereto in its reports on the consolidated financial
statement for such years. During the fiscal years ended December
31, 2023 and 2022, and the subsequent interim period through the
date of this report, there were no "reportable events".
The U.S. Securities and Exchange Commission has advised that, in
lieu of obtaining a letter from BF Borgers stating whether or not
it agrees with the statements herein, the Company may indicate that
BF Borgers is not currently permitted to appear or practice before
the SEC for reasons described in the SEC's Order Instituting Public
Administrative and Cease-and-Desist Proceedings Pursuant to Section
8A of the Securities Act of 1933, Sections 4C and 21C of the
Securities Exchange Act of 1934 and Rule 102(e) of the Commission's
Rules of Practice, Making Findings, and Imposing Remedial Sanctions
and a Cease-and-Desist Order, dated May 3, 2024.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com/ -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023 the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022 the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However by the end
of 2022 the Company had exited that Bitcoin mining business.
As of Dec. 31, 2023, the Company had $1.37 million in total assets,
$5.32 million in total liabilities, and a total stockholders'
deficit of $3.95 million.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.
CUENTAS INC: Incurs $445K Net Loss in First Quarter
---------------------------------------------------
Cuentas, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $445,000 on
$639,000 of total revenues for the three months ended March 31,
2024, compared to a net loss of $1.70 million on $64,000 of total
revenues for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $3.45 million in total
assets, $3.84 million in total liabilities, and a total
stockholders' deficit of $395,000.
As of March 31, 2024, the Company had $28,000 in cash and cash
equivalents, $3,249,000 in negative working capital, and an
accumulated deficit of $55,391,000. According to the Company,
these conditions raise substantial doubt about its ability to
continue as a going concern.
Cuentas said, "Company's ability to continue as a going concern is
dependent upon raising capital from financing transactions and
revenue from operations. Management anticipates their business
will require substantial additional investments that have not yet
been secured. Management is continuing in the process of fund
raising in the private equity and capital markets as the Company
will need to finance future activities."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1424657/000121390024045198/ea0206387-10q_cuentas.htm
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- mainly invests in financial technology
and engages in use of certain licensed technology to provide
innovative telecommunications, mobility, and remittance solutions
to unserved, unbanked, and emerging markets. The Company uses
proprietary technology and certain licensed technology to provide
innovative telecommunications and telecommunications mobility and
remittance solutions in emerging markets. The Company also offers
wholesale telecommunications minutes and prepaid telecommunications
minutes to consumers through the Tel3 division of its wholly-owned
subsidiary, Meimoun and Mammon, LLC. The Company also owns 50% of
CUENTASMAX LLC which is a joint venture and installs WiFi6 shared
network ("WSN") systems in locations in the New York metropolitan
tristate area using access points and small cells to provide users
with access to the WSN. The Company believes in providing simple,
affordable, secure and reliable financial services and digital
payments to help our customers achieve their financial goals. The
Company strives to increase its relevance for consumers, and family
to access and move their money anywhere in the world, anytime, on
any platform and through any device (e.g., mobile, tablets,
personal computers or wearables). The Company provide safer and
simpler ways for businesses of all sizes to accept payments from
merchant websites, mobile devices and applications, and at offline
retail locations through a wide range of payment solutions. The
Company also facilitates person to person payments through the
Cuentas GPR Card.
Tel-Aviv, Israel-based Yarel + Partners, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has incurred net
losses since its inception, and has not yet generated sufficient
revenues to support its operations. As of December 31, 2023, there
is an accumulated deficit of approximately $55 million and a
negative working capital of approximately $3 million. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
DACO FIRE: Frances Smith Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at
Ross, Smith & Binford, PC, as Subchapter V trustee for DACO Fire
Equipment, Inc.
Ms. Smith will be paid an hourly fee of $475 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Smith declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frances A. Smith, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Ste. 1610
Dallas, TX 75201
Phone: 214-593-4976
Fax: 214-377-9409
Email: frances.smith@rsbfirm.com
About DACO Fire Equipment
DACO Fire Equipment, Inc. manufactures and repairs fire trucks
throughout Texas and Oklahoma.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-50087) on April 24,
2024. In the petition signed by Wesley Dobmeier, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Robert L. Jones oversees the case.
Stephen W. Sather, Esq., at Barron & Newburger, P.C. is the
Debtor's legal counsel.
DISTINCTIVE CORP: Christopher Hayes Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Christopher Hayes as
Subchapter V trustee for Distinctive Corporation.
Mr. Hayes will be paid an hourly fee of $455 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Hayes declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Christopher Hayes
23 Railroad Avenue, #1238
Danville, CA 94526
Phone: (925) 725-4323
Email: chayestrustee@gmail.com
About Distinctive Corporation
Distinctive Corporation sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-50603) on
April 24, 2024, with $34,500 in assets and $3,149,772 in
liabilities. Jung Albright, president, signed the petition.
Judge M. Elaine Hammond presides over the case.
Douglas A. Crowder, Esq., at Crowder Law Center, PC represents the
Debtor as bankruptcy counsel.
DYE & DURHAM: Sixth Street Marks CAD37.8MM Loan at 26% Off
----------------------------------------------------------
Sixth Street Lending Partners has marked its CAD37,874,000 loan
extended to Dye & Durham Corp to market at CAD27,987,000 or 74% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in Sixth Street's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
Sixth Street is a participant in a First Lien Loan to Dye & Durham
Corp. The loan accrues interest at a rate of 11.04% (C+ 5.75%) per
annum. The loan matures in December 2027.
Sixth Street is a Delaware corporation formed on July 21, 2010. The
Company was formed primarily to lend to, and selectively invest in,
middle-market companies in the United States. The Company has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, the Company has elected to
be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended. The Company is
managed by Sixth Street Specialty Lending Advisers, LLC.
On June 1, 2011, the Company formed a wholly-owned subsidiary, TC
Lending, LLC, a Delaware limited liability company. On March 22,
2012, the Company formed a wholly-owned subsidiary, Sixth Street SL
SPV, LLC, a Delaware limited liability company. On May 19, 2014,
the Company formed a wholly-owned subsidiary, Sixth Street SL
Holding, LLC, a Delaware limited liability company. On December 9,
2020, the Company formed a wholly-owned subsidiary, Sixth Street
Specialty Lending Sub, LLC, a Cayman Islands limited liability
company.
Sixth Street is led by Joshua Easterly, Chief Executive Officer;
and Ian Simmonds, Chief Financial Officer. The fund can be reach
through:
Joshua Easterly
Sixth Street Lending Partners
2100 McKinney Avenue, Suite 1500
Dallas, TX, 75201
Tel: (469) 621-3001
Dye & Durham is a legal software provider. The Company connects a
global network of professionals with public records to support
business transactions and regulatory compliance through its
platform. Dye & Durham serves customers in North America and the
United Kingdom.
DYNATA LLC: May 31 Deadline Set for Panel Questionnaires
--------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Dynata, LLC, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/bdkzmvxn and return by email it to
Joseph Cudia -- Joseph.Cudia@usdoj.gov -- at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., May 31, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Dynata, LLC
Dynata, LLC and their non-debtor affiliates are a global data
platform company in the business of providing business-to-business
insights to market research firms, brands, media and advertising
agencies, and investment firms, amongst others.
Dynata, LLC and 18 of its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11057) on May 22, 2024. In the petition signed by Steven
Macri as chief financial Officer, the company disclosed up to $1
billion to $10 billion in both assets and liabilities.
Young Conaway Stargatt & Taylor, LLP and Willkie Farr & Gallagher
LLP represent the Debtors as counsel. Alvarez & Marsal North
America, LLC represents the Debtor as restructuring advisor.
Houlihan Lokey, Inc. represents the Debtor as investment banker.
Kroll Restructuring Administration LLC represents the Debtor as
notice and claims agent.
ECP OWNER 1: Seeks to Extend Plan Exclusivity to August 27
----------------------------------------------------------
ECP Owner 1 LLC, and affiliates asked the U.S. Bankruptcy Court for
the District of Columbia to extend their exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
August 27 and October 26, 2024, respectively.
The Debtors are each a special purpose District of Columbia limited
liability company formed on May 20, 2019, to own and operate
low-income multifamily residential buildings in the District of
Columbia known as "The Villages at Tillman" and "The Villages at
Evergreen" (collectively, the "Properties").
Through these Chapter 11 Cases, the Debtors intend to market and
sell the Properties. The Debtors have been actively marketing the
Properties for sale for the past year and had active contracts on
several of the Properties, as well as interest in other Properties.
The Debtors intend to sell the Properties pursuant to section 363
of the Bankruptcy Code and/or to file a plan of reorganization
that, upon confirmation by this Court, will provide for the sale of
the Properties.
An examination of factors demonstrates that an extension of the
Exclusive Periods is warranted:
* First, an extension is appropriate because these Chapter 11
Cases have been pending only a short while. While the Debtors have
diligently pursued the sale of the Properties since the
commencement of these Chapter 11 Cases, including the retention of
multiple brokers, the Debtors' efforts were slowed by the seller
defaults on the initial sale agreements.
* Second, the extension should be granted due to the
complexities of formulating a plan for the Debtors. The formulation
of any plan of liquidation is premised on the sale of the
properties and will potentially involve a compromise of the claims
of one or more secured creditors.
* Third, an extension is appropriate because the Debtors have
made good faith progress toward a plan. The Court has entered an
order approving the sale of 14 of the Debtors' properties, and the
Debtors are filing contemporaneously herewith a motion to sell the
remaining 5 properties to Paragon.
* Fourth, the Debtors are paying their bills as they come due.
The Debtors received interim authorization from this Court for
debtor-in-possession financing, as well as use of cash collateral.
With the consent of the secured creditors, the Debtors have been
paying their bills and expenses in accordance with interim budget
filed on May 10, 2024.
* Finally, the Debtors do not seek an extension in order to
pressure creditors into accepting the Debtors' plan. Rather, the
Debtors seek an extension in order to negotiate in good faith with
the creditors as appropriate to develop a consensual plan with a
high probability of success.
Counsel to the Debtors:
Kristen E. Burgers, Esq.
Stephen E. Leach, Esq.
Hirschler Fleischer, PC
1676 International Drive, Suite 1350
Tysons, VA 22102
Telephone: (703) 584-8900
Facsimile: (703) 584-8901
Email: kburgers@hirschlerlaw.com
sleach@hirschlerlaw.com
About ECP Owner 1 LLC
ECP Owner 1 LLC is primarily engaged in renting and leasing real
estate properties.
ECP Owner 1 and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on
Nov. 1, 2023. In the petition signed by Robert B. Margolis,
manager, ECP Owner 1 disclosed up to $10 million in both assets and
liabilities.
Judge Elizabeth L. Gunn oversees the cases.
The Debtors tapped Kristen E. Burgers, Esq., at Hirschler
Fleischer, PC, as bankruptcy counsel and Arnall Golden Gregory,
LLP, as special real estate counsel.
EIGER BIOPHARMACEUTICALS: Bankruptcy Venue Stays in Dallas
----------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Eiger Biopharmaceuticals
Inc.'s bankruptcy will continue in Dallas, a judge ruled, rejecting
a motion from the Justice Department's bankruptcy watchdog to
transfer the case to another state.
The Justice Department's US Trustee Program had argued Eiger
didn’t have the necessary ties to Texas to legally file Chapter
11 there. Judge Stacey Jernigan of the US Bankruptcy Court for the
Northern District of Texas rejected those arguments at a Tuesday,
May 7, 2024 hearing.
"I find that venue has properly been met here," Jernigan said.
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.
ELECTRIQ POWER: Hits Chapter 7 Bankruptcy Liquidation
-----------------------------------------------------
Electriq Power Holdings, Inc. ("Electriq" or "Company")
(NYSE/OTC:ELIQ), a trusted provider of intelligent energy storage
and management solutions for homes and small businesses, announced
on May 3, 2024, that the Company has filed a voluntary petition for
relief under Chapter 7 of the U.S. Bankruptcy Code. The filing with
the U.S. Bankruptcy Court for Delaware will result in federal
appointment of a bankruptcy trustee to liquidate the Company's
assets and distribute any proceeds.
The filing follows an investigation conducted by the Board of
Directors, which concluded it is in the best interest of the
Company and its investors, creditors, former employees, and other
interested parties to file for Chapter 7 relief.
About Electriq Power Holdings Inc.
Electriq Power Holdings Inc. is a trusted provider of intelligent
energy storage and management solutions for homes and small
businesses.
Electriq Power Holdings Inc. sought relief under Chapter 7 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14427) on May 3,
2024.
The case is overseen by Honorable Bankruptcy Judge Mindy A Mora.
The Debtor is represented by:
Frank L Eaton, Esq.
Linda Leali, P.A.
EMERALD TECHNOLOGIES: BlackRock TCP Marks $1.9MM Loan at 15% Off
----------------------------------------------------------------
BlackRock TCP Capital Corp has marked its $1,928,157 loan extended
to Emerald Technologies (U.S.) AcquisitionCo, Inc. to market at
$1,635,603 or 85% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in BlackRock TCP's Form 10-Q
for the quarterly period ended March 31, 2024, filed with the
Securities and Exchange Commission.
BlackRock TCP is a participant in a Senior Secured Revolver to
Emerald Technologies (U.S.) AcquisitionCo, Inc. The loan accrues
interest at a rate of 11.43% (SOFR(M)+6.1%, 1% FLOOR)per annum. The
loan matures December 29, 2026.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Emerald Technologies AcquisitionCo., Inc. -- Emerald EMS --
headquartered in Salem, New Hampshire, is a tier-3 EMS provider of
high mix, low volume (HMLV) design, prototyping, assembly, and
lifecycle support services (supply chain management, order
fulfilment, and reverse logistics) for original equipment
manufacturer (OEM) customers in "non-traditional" end markets
including semiconductor equipment, industrial controls, A&D,
utility infrastructure, and medical. Emerald specializes in
high-complexity electronic assemblies, specifically printed circuit
boards (PCBA) and box builds/systems integrations, for
customer-specific products with significant design variations.
EMX ROYALTY: Reports $2.2 Million Net Loss in Q1 2024
-----------------------------------------------------
EMX Royalty Corporation has filed its Condensed Consolidated
Interim Financial Statements attached on Form 6-K with the U.S.
Securities and Exchange Commission, reporting a net loss of $2.2
million for the three months ended March 31, 2024, compared to a
net loss of $3.7 million for the three months ended March 31,
2023.
"In Q1 2024, EMX continued on a strong uptrend to start the year
due to robust royalty production and increasing metal prices,
particularly for gold and copper," the Company said. "We increased
our (effective) NSR royalty at the flagship Caserones property to
0.8306%, while strong performance was marked from Timok, Gediktepe,
and Leeville. EMX continued to invest capital generating and
acquiring royalties around the world while our partners invested
significant capital to expand operations at existing mines, advance
towards the development of new mines (e.g., positive
Pre-feasibility studies at Diablillos and Parks-Salyer), and
explore for new opportunities."
In Q1 2024, the Company recognized $8.3 million and $7.7 million in
adjusted revenue and other income, and adjusted royalty revenue,
respectively, which represented a 67% and 94% increase,
respectively, compared to Q1 2023.
A full-text copy of the Company's Financial Report is available at
https://tinyurl.com/4ey6t9zp
About EMX
EMX Royalty Corporation -- https://emxroyalty.com/ -- is a
precious, and base metals royalty company. EMX's investors are
provided with discovery, development, and commodity price
optionality, while limiting exposure to risks inherent to operating
companies. The Company's common shares are listed on the NYSE
American Exchange and TSX Venture Exchange under the symbol "EMX".
As of March 31, 2024, the Company has $157.4 million in total
assets, $38.9 million in total liabilities, and $118.4 million in
total shareholders' equity.
Vancouver, Canada-based Davidson & Company LLP, the Company's
auditor since 2002, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has a working
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
ENVIVA INC: Court OKs Bid to Reconstitute Committee
---------------------------------------------------
A U.S. bankruptcy judge signed an order to expand the membership of
the official committee representing unsecured creditors in the
Chapter 11 cases of Enviva Inc. and its affiliates.
Judge Brian Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia ordered the U.S. Trustee for Region 4 to
appoint either Wilmington Savings Fund Society, FSB or Wilmington
Trust, N.A. to the committee.
"The court will not direct the appointment of both indenture
trustees to the committee. If the U.S. Trustee decides to appoint
one indenture trustee, he may choose between WSFS and Wilmington
Trust," Judge Kenney wrote in his order.
WSFS is the indenture trustee for the 6.500% senior notes due 2026
issued by Enviva and Enviva Partners Finance Corp. The principal
outstanding amount of the 2026 notes is approximately $750 million,
which is 42% of the companies' total pre-bankruptcy funded debt,
and a much larger percentage of the companies' total unsecured
debt.
Wilmington Trust, N.A. is the indenture trustee under the
companies' Epes Green bonds.
Both indenture trustees sought appointment to the committee.
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as lead
bankruptcy counsel; Hirschler Fleischer, PC as local counsel;
Ducera Partners, LLC as investment banker; and AlixPartners, LLP as
financial advisor.
EXPRESS INC: Cullen and Dykman Advises G&L Building & Annjoy
------------------------------------------------------------
The law firm of Cullen and Dykman, LLP ("C&D") filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases of Express Inc.,
and its debtor affiliates, the firm represents:
1. Annjoy Imports LLC
100 Macfarlane Dr., 4B
Delray Beach, FL 33483
2. G&L Building Corp.
39 Division St., 2nd Fl.
Sag Harbor, NY 11963
Annjoy Imports LLC supplies the Debtor with plastic bags for use in
shipping products from their e-commerce business. As of the
commencement of this Case, the Debtor owed Annjoy Imports LLC
$114,405.50.
G&L Building Corp. leases a retail store located in the Sands
Shopping Center, Long Beach Road, Oceanside, New York. As of the
commencement of this Case, the Debtor owed G&L Building Corp.
$51,302.22.
The Entities do not own any equity securities of the Debtor. C&D
was engaged by each of the Entities to represent their respective
individual interests in connection with the commencement of the
Debtors' Case at the instance of each of the Entities.
The law firm can be reached at:
Cullen and Dykman, LLP
Michelle McMahon, Esq.
One Battery Park Plaza, 34th Fl.
New York, New York 10004
T: (212) 510-2296
E: mmcmahon@cullenllp.com
About Express Inc.
Express, Inc., operates specialty retail apparel stores. The
Company offers apparel and accessories such as jeans, sweaters,
dresses, suits, and coats. Express serves customers in the United
States.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April
22, 2024. In the petition signed by Stewart Glendinning, chief
executive officer, the Debtor disclosed $1,298,055,000 in assets
and $1,199,781,226 in liabilities.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Klehr Harrison Harvey
Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC
as investment banker; M3 Advisory Partners, LP as restructuring
advisor; and Stretto, Inc. as claims agent.
Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to
ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also
the agent under a second lien senior secured DIP single-draw term
facility. AlixPartners, LLP serves as advisor to the DIP agents.
Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G.
Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells
Fargo Bank, National Association, as first lien ABL agent. Wells
Fargo is also the agent under a first lien senior secured DIP
revolving credit facility.
EYE CARE: Seeks to Extend Plan Exclusivity to July 1
----------------------------------------------------
Eye Care Leaders Portfolio Holdings, LLC and its affiliates asked
the U.S. Bankruptcy Court for the Northern District of Texas to
extend their exclusivity periods to file a plan of reorganization
and obtain acceptance thereof to July 1 and August 30, 2024,
respectively.
The Debtors provide pioneering software specifically geared towards
ophthalmology and optometry practices.
The Debtors explain that the ultimate terms of a chapter 11 plan
will depend on the outcome of the Sale Hearing, while they have
marketed, held an Auction for the sale of substantially all of the
Debtors' assets, and are now seeking Court approval of the Proposed
Sale. The assets to be distributed and the unexpired contracts to
be assumed or rejected through a plan will depend on the outcome of
the Proposed Sale.
Accordingly, the Debtors require additional time, following the
conclusion of the Sale Hearing, to negotiate with the Committee and
all other stakeholders in an effort to propose a consensual plan
following the Sale Hearing.
Since the Petition Date, the Debtors have negotiated in good faith
and worked collaboratively with their stakeholders. The Debtors
have, among other things, secured critical financial and
operational relief through debtor in possession financing, filed
their schedules of assets and liabilities and statement of
financial affairs, engaged in a marketing and sale process of their
assets, and hired various professionals to help the Debtors through
the reorganization process.
The Debtors claim that they have not sought an extension of
exclusivity to pressure creditors or other parties in interest. On
the contrary, all creditor constituencies are benefitted by
providing the Debtors with sufficient time to continue to negotiate
the terms of a chapter 11 plan and determine what transaction or
combination of transactions will provide the greatest value to
their estates and the greatest recovery to their creditors.
The Debtors assert that extending exclusivity benefits all
creditors by preventing the drain on time and resources that
inevitably occurs when competing plans are filed. All stakeholders
benefit from continued stability and predictability that a
centralized process provides, which can only occur while the
Debtors remain the sole plan proponent.
Counsel to the Debtors:
Jason S. Brookner, Esq.
Amber M. Carson, Esq.
Emily F. Shanks, Esq.
GRAY REED
1601 Elm Street, Suite 4600
Dallas, TX 75201
Tel: (214) 954-4135
Fax: (214) 953-1332
Email: jbrookner@grayreed.com
acarson@grayreed.com
eshanks@grayreed.com
About Eye Care Leaders Portfolio Holdings
Eye Care Leaders Portfolio Holdings, LLC, provides a suite of
software specifically geared towards ophthalmology and optometry
practices, practice management, surgical, revenue cycle management
(RCM), MIPS reporting and more. Eye Care Leaders is a one-stop
shop for eye care specialists and their patients.
Eye Care Leaders and more than 30 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead
Case No. 24-80001) on Jan. 16, 2024. In the petition filed by
CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to
$500 million in assets against $500 million to $1 billion in debt.
The Hon. Michelle V. Larson presides over the cases.
Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial
Inc. is the Debtors' financial advisor.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Eye Care
Leaders Portfolio Holdings, LLC and its affiliates. The committee
hires Kilpatrick Townsend & Stockton LLP as counsel and Force Ten
Partners, LLC as financial advisor.
FTX GROUP: Claims Proposed Ch. 11 Plan Can Pay Creditors in Full
----------------------------------------------------------------
Yun Park of Law360 reports that FTX says full recovery coming based
on 2022 cryptocurrency price.
Bankrupt cryptocurrency exchange FTX Trading Ltd. has claimed its
proposed Chapter 11 plan would be able to pay creditors in full
with a $13 billion distribution that exceeds the estimated
allowable $11. 2 billion in claims, but the payout is based on the
value of cryptocurrency in November 2022, when the exchange filed
for bankruptcy protection.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed to
step aside, and restructuring vet John J. Ray III was quickly
named new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX GROUP: Gets Billions More Than It Needs to Pay Customers
------------------------------------------------------------
Steven Church of Bloomberg News reports that FTX Group has billions
more than needed to pay bankruptcy victims.
Cryptocurrency exchange FTX has amassed billions of dollars more
than it needs to cover what customers lost in its November 2022
collapse, setting them up to receive full recoveries under the
company's bankruptcy.
The extra cash will be used to pay interest to the company's more
than 2 million customers, marking a rare outcome since creditors
typically receive just pennies on the dollar in US bankruptcies.
"In any bankruptcy, this is just an unbelievable result," said FTX
Chief Executive Officer, John Ray, who took over the firm when it
collapsed into bankruptcy.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed to
step aside, and restructuring vet John J. Ray III was quickly
named new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX TRADING: Unsecureds Will Get 100% of Claims with Interest
-------------------------------------------------------------
FTX Trading Ltd., and its Affiliated Debtors filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement for Joint Chapter 11 Plan of Reorganization dated May 7,
2024.
The FTX Group operated two centralized digital asset exchanges: the
FTX.com exchange in non-U.S. jurisdictions (the "FTX.com Exchange")
and its much smaller U.S. counterpart, FTX.US (the "FTX.US
Exchange", and together with the FTX.com Exchange, the "FTX
Exchanges").
The FTX Group collapsed precipitously 17 months ago, during the
second week of November 2022. At the time, the FTX Group was a
disorganized jumble of over 100 legal entities in dozens of
jurisdictions around the world. The founder, Sam Bankman-Fried, ran
the global business from The Bahamas with a group of young
colleagues, without a functioning board of directors or any senior
leader with significant business experience.
Facing a run on the exchanges, a massive shortfall in customer
assets, the absence of a functioning board of directors to step in
and provide direction, involuntary insolvency filings in The
Bahamas and Australia, the likelihood of other involuntary
insolvency proceedings and regulatory seizures around the world,
and Mr. Bankman-Fried's own imminent arrest in The Bahamas, Mr.
Bankman-Fried, with advice from his multiple personal legal
counsel, ceded control over the FTX Group to John J. Ray III, a
restructuring executive with extensive experience in matters of
similar scale, in the early morning hours of November 11, 2022.
Almost immediately after, with limited information but desperate
need for the global automatic stay to stall the accelerating
collapse and further dissipation of assets, on November 11 and
November 14, 2022, substantially all of the entities comprising the
FTX Group filed voluntary petitions for relief under chapter 11.
The Debtors chose to address the challenges by emphasizing
stakeholder involvement in all major decisions. The Plan and
Disclosure Statement are the result of extensive discussions and
negotiations among the Debtors, governmental authorities, the
Bahamas JOLs, the Ad Hoc Committee, the Class Action Claimants, the
Official Committee and other stakeholders. Stakeholders often had
conflicting positions and priorities, and negotiations were
hard-fought and at times contentious. Throughout these chapter 11
cases, the Debtors have worked especially closely with the Bahamas
JOLs, the Ad Hoc Committee and the Official Committee.
The Plan provides that substantially all remaining assets of the
Debtors will be held in a single "Consolidated Wind Down Trust."
The Consolidated Wind Down Trust will conduct business only as
appropriate for its business purpose: to liquidate its remaining
assets and fund cash distributions to creditors. The Consolidated
Wind Down Trust will hold all cash, all of the remaining assets and
shares in certain subsidiaries that will be wound down outside of
these chapter 11 cases under applicable law.
The Plan provides for the payment in cash in full over time of all
nongovernmental creditor and customer claims against the Debtors
that are estimated by the Debtors to ultimately be Allowed and
facilitates the same treatment for eligible FTX.com customers
making the Bahamas Opt-In Election with admitted claims. In
addition, to the extent that funds are available after paying these
claims in full, the Plan also provides for supplemental interest
payments to creditors. The rate of interest provided by the Plan
for most creditors is 9.0% (the "Consensus Rate"), which results
from negotiations with various governmental authorities and other
stakeholders and corresponds to the prejudgment interest rate in
the State of Delaware as of the Petition Date.
The Debtors believe the Consensus Rate is a remarkably favorable
outcome for creditors, made possible only because of the voluntary
subordination of claims by the Internal Revenue Service, the CFTC
and potentially other governmental constituencies. Assuming that
the effective date of the Plan is September 30, 2024, and the total
estimated amount of allowable creditor claims is approximately
$11.2 billion, the Consensus Rate could provide approximately $1.8
billion of incremental value to creditors to compensate them for
the time value of their investments through the effective date of
the Plan. After the effective date, creditors would continue to
earn 9.0% interest on the unpaid portion of their claims from the
Petition Date until paid in full, resulting in approximately $0.9
billion of incremental value to creditors assuming a one-year
weighted average life for the distribution period.
Class 6A consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed General Unsecured Claim agrees to less
favorable treatment, and in full and final satisfaction,
settlement, release and discharge of and in exchange for its
Allowed General Unsecured Claims, each Holder of an Allowed General
Unsecured Claim shall receive payment in Cash in an amount equal to
(i) 100% of such Allowed General Unsecured Claim, plus (ii)
interest at the lower of the Consensus Rate, the applicable
contract rate or such other rate determined by the Bankruptcy Court
on such Allowed General Unsecured Claim from the Petition Date
through the applicable Distribution Date to the extent of available
funds. The allowed unsecured claims total $1,133. This Class will
receive a distribution of 125% of their allowed claims.
Class 8C PropCo General Unsecured Claims. Except to the extent that
a Holder of an Allowed PropCo General Unsecured Claim agrees to
less favorable treatment, and in full and final satisfaction,
settlement, release and discharge of and in exchange for its
Allowed PropCo General Unsecured Claim, each Holder of an Allowed
PropCo General Unsecured Claim shall receive payment in Cash in an
amount equal to such Holder's Pro Rata share of the proceeds from
the sale, disposition or other monetization of the Bahamas
Properties available to pay PropCo General Unsecured Claims in
accordance with the waterfall priority.
As of the date of this Disclosure Statement, the Debtors have
projected an estimated total value of Net Distributable Proceeds
between $14.5 and $16.3 billion.10 This estimate is composed of (1)
the Debtors' projected cash on hand as of September 30, 2024, the
projected effective date of the Plan (the "Assumed Effective
Date"),11 (2) proceeds to be monetized after the Assumed Effective
Date, and (3) the projected costs of the Wind Down Budget.
The Debtors' forecasted cash on hand as of the Assumed Effective
Date is approximately $12.8 billion. This calculation is based on
the Debtors having approximately $8.4 billion in cash on hand as of
March 31, 2024, plus an estimated $4.4 billion in cash estimated to
be received due to the anticipated monetization of digital assets
and other assets prior to the Assumed Effective Date.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=vjY3Y2 from Kroll, the claims
agent.
Counsel for the Debtors:
Andrew G. Dietderich, Esq.
James L. Bromley, Esq.
Brian D. Glueckstein, Esq.
Alexa J. Kranzley, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
E-mail: dietdericha@sullcrom.com
bromleyj@sullcrom. com
gluecksteinb@sullcrom. com
lkranzleya@sullcrom. com
Adam G. Landis, Esq.
Kimberly A. Brown, Esq.
Matthew R. Pierce, Esq.
LANDIS RATH & COBB LP
919 North Market Street, Suite 1800
Wilmington, DE 19801
Tel: (302) 467-4400
Email: landis@lrclaw.com
brown@lrclaw.com
pierce@lrclaw.com
About FTX Trading Ltd.
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the
pagehttps://cases.ra.kroll.com/FTX/Home-Index
The official committee of unsecured creditors tapped Paul Hastings
as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware and conflicts counsel; FTI Consulting, Inc. as financial
advisor; and Jefferies, LLC as investment banker.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
G & G TOWERING: Court Approves Disclosure Statement
---------------------------------------------------
Judge Eduardo V. Rodriguez has entered an order approving the
Disclosure Statement filed by G & G Towering Investments Inc.
On Wednesday, June 12, 2024, at 10:00 a.m. (Central Standard Time)
an evidentiary hearing on Debtor's Plan will be conducted before
the United States Bankruptcy Court, Southern District of Texas,
McAllen Division, 1701 W. Business Hwy 83, 10th Floor Courtroom,
McAllen, Texas 78501.
Wednesday, June 5, 2024 is fixed as the last day for filing and
serving written objections to confirmation of the Plan.
Monday, June 10, 2024 is fixed as the last day for holders of
claims and interests to accept or reject the Plan by submitting a
ballot.
By Tuesday, June 11, 2024 Debtor must file a proposed form of order
confirming plan along with a ballot summary with the Clerk of
Court.
A copy of the Order dated May 3, 2024, is available at
https://tinyurl.ph/xLCsT from PacerMonitor.com.
About G & G Towering Investments
G & G Towering Investments Inc., a company in Pearland, Texas,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Texas Case No. 23-31458) on April 25, 2023, with
$500,001 to $1 million in assets and $1 million to $10 million in
liabilities. Evan D. Gentry, president, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
The Debtor tapped Margaret M. McClure, Esq., at the Law Office of
Margaret M. McClure as legal counsel and John F. Coggin, CPA, PLLC
as accountant.
GALLERIA 2425: Court Approves Disclosures Filed by NBK
------------------------------------------------------
Judge Jeffrey Norman has entered an order approving the disclosure
statement filed by National Bank of Kuwait, S.A.K.P., New York
Branch ("NBK") on April 10, 2024 for Debtor Galleria 2425 Owner,
LLC.
June 7, 2024 at 9:30 a.m. is fixed for the hearing on confirmation
of the plan in Courtroom 403, United States Courthouse, 515 Rusk
St., Houston, Texas.
June 3, 2024 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
A ballot summary will be filed not later than June 5, 2024.
A copy of the Order dated May 3, 2024, is available at
https://tinyurl.ph/zAdPz from PacerMonitor.com.
About Galleria 2425 Owner
Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5,
2023. In the petition signed by Dward Darjean, manager, the Debtor
disclosed up to $50 million in assets and up to $100 million in
liabilities.
Judge Christopher M. Lopez oversees the case.
Melissa S. Hayward, Esq., at Hayward PLLC, is the Debtor's legal
counsel.
GALLERIA 2425: Court OKs Bid Rules for Sale of Assets
-----------------------------------------------------
Christopher Murray, the Chapter 11 trustee for Galleria 2425 Owner,
LLC, received court approval to solicit bids in connection with the
sale of the company's property located at 2425 West Loop South,
Houston.
The company is selling the property to National Bank of Kuwait,
S.A.K.P., New York Branch or to another buyer with a better offer.
National Bank of Kuwait, the court-approved stalking horse bidder,
offered to purchase the property through a credit bid and assume
certain liabilities of the company.
The bank is not entitled to a break-up fee in connection with its
stalking horse bid.
Under the court-approved bid procedures, the deadline for
interested buyers to place their bids on the property is on June
14, at 5:00 p.m. (prevailing Central Time). Bidders are required to
provide a deposit equal to 10% of the sale price to be paid.
An auction will be conducted on June 18, at 1:00 p.m. (prevailing
Central Time) if the company receives offers by the bid deadline.
Upon conclusion of the auction, the Chapter 11 trustee will
announce the winning bidder through a notice filed with the U.S.
Bankruptcy Court for the Southern District of Texas.
A sale hearing is scheduled for July 8. Objections to the sale are
due by July 1.
About Galleria 2425 Owner
Galleria 2425 Owner, LLC is a single asset real estate as defined
in 11 U.S.C. Section 101(51B).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-34815) on Dec. 5,
2023, with $10 million to $50 million in assets and $50 million to
$100 million in liabilities. Dward Darjean, manager, signed the
petition.
Judge Jeffrey P. Norman oversees the case.
The Debtor tapped James Q. Pope, Esq., at The Pope Law Firm as
bankruptcy counsel.
Christopher Murray, the Chapter 11 trustee, is represented by
Shannon & Lee, LLP.
GENIE INVESTMENTS: Seeks to Extend Plan Exclusivity to Sept. 18
---------------------------------------------------------------
Genie Investments NV, Inc. asked the U.S. Bankruptcy Court for the
Middle District of Florida to to extend its exclusivity period to
file a chapter 11 plan of reorganization and obtain acceptance
thereof to September 18 and November 17, 2024, respectively.
The Debtor claims that the chapter 11 case is highly complex. As of
the Petition Date, the Debtor was a defendant in multiple State and
Federal Court cases which had alleged that the Debtor had defrauded
approximately 100 creditors of nearly $15M in loans. The Debtor has
vigorously disputed the claims of fraud by the creditors based the
Debtor itself being a victim of fraud by it's wholesale lender.
The Debtor explains that it has has made good faith progress toward
reorganization by, among other things, making progress towards
establishing a claims bar date, and engaging in fruitful, ongoing
dialogue and document production with the Examiner. The Debtor is
in the process of filing stay violations motions against several
pre-petition creditors and a motion to disband the creditor's
committee based on the breach of fiduciary duty to the estate and
other creditors.
Since filing this Chapter 11 Case, the Debtor believes that it has
continued to pay substantially all of its undisputed, post petition
expenses and invoices in the ordinary course of business or as
otherwise provided by order of the Court.
The Debtor asserts that it is not seeking an extension of the
Exclusive Periods to pressure or prejudice any of its stakeholders.
Rather, the Debtor is seeking an extension of the Exclusive Periods
to preserve and build upon the progress made to date by securing
adequate time to develop a plan of reorganization. The Debtor's
efforts towards reaching a global settlement with its claimants
will benefit, not prejudice, its creditors.
Genie Investments NV, Inc. is represented by:
Bryan K. Mickler, Esq.
Law Offices of Mickler & Mickler, LLP
5452 Arlington Expy.
Jacksonville, FL 32211
Tel: (904) 725-0822
Fax: (904) 725-0855
Email: bkmickler@planlaw.com
About Genie Investments NV
Genie Investments NV Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 24-00496) on Feb. 21, 2024, disclosing
under $1 million in both assets and liabilities. The Debtor tapped
Law Offices of Mickler & Mickler, LLP, as counsel.
GOLD STAR TRANSPORTATION: Unsecureds Will Get 100% over 60 Months
-----------------------------------------------------------------
Gold Star Transportation Services, LLC, submitted a First Amended
Subchapter V Plan of Reorganization dated May 6, 2024.
This Plan is a 100% plan and provides for payment to: 8 classes of
secured claims; 1 class of general unsecured claims; and 1 class of
equity security holders.
Creditors receiving distributions under the Plan will be paid from
the net proceeds of the operations of the Debtor's business, its
projected cumulative disposable income. Non-priority unsecured
creditors will receive payment in full over 60 months, which is
more than such creditors would receive under a hypothetical Chapter
7 liquidation. This Plan also provides for the payment of
administrative and priority claims in full (100%).
Goldstar's financial projections show that it will have sufficient
projected cumulative disposable income to pay all allowed
non-priority unsecured claims in full. The projections show that
the Debtor's disposable income over the 60-month plan period is
expected to be $1,322,273.07, which exceeds the amount of allowed
claims. Accordingly, the Debtor is paying all claims in full over
the 60 month plan period.
Class 2 consists of the Allowed secured claim of the Huntington
Bank (POC No.1) in the amount of $19,336.00 with respect to its
lien against the Debtor's 2016 Ford F550 VIN: 1FDFE4FS1GDC15249,
which appears to be fully secured. The Debtor shall pay this claim
in full by making 60 equal monthly plan payments of $322.77 each,
commencing on the Effective Date of the Plan. Class 2 is impaired.
Class 4 consists of the Allowed secured claim of the Maria
Gaudalupe Chicausuque in the amount of $20,000.00 with respect to
her lien against the 2008 Ford F650 Minibus VIN: 3FRNF65C98V566786.
The Debtor shall pay this claim in full by making 60 equal monthly
plan payments of $333.33 each, commencing on the Effective Date of
the Plan. Class 4 is impaired.
Class 5 consists of the Allowed secured claim of the Midland State
Bank (POC No. 4) in the secured amount of $93,167.12 and the
unsecured amount of $18,167.12 with respect to a lease with
purchase option regarding the 2017 Freightliner M2 VIN:
3ALACXDT9HDHN8518. This creditor's secured claim shall of
$75,000.00 shall be paid in full. The Debtor shall pay creditor
$75,000.00 in 60 equal monthly plan payments of $1,250.00 each,
commencing on the Effective Date of the Plan. Once all plan
payments are completed, Class 5 creditor shall transfer title to
the vehicle to the Debtor. Class 5 is impaired. The unsecured
portion of POC No. 4 in the amount of $18,167.12 shall be treated
in Class 9.
Class 6 consists of the Allowed secured claim of the Key Bank (POC
No. 3) in the amount of $62,642.14 with respect to a lease with
purchase option regarding the 2018 Ford F-550 VIN:
1FDAF5GYXHED61290. Debtor shall pay creditor $62,642.14 in 60 equal
monthly plan payments of $1044.04 each, commencing on the Effective
Date of the Plan. Once all plan payments are completed, Class 6
creditor shall transfer title to the vehicle to the Debtor. Class 6
is impaired.
Class 7 consists of the Allowed secured claim of the Key Bank (POC
No. 2) in the amount of $73,884.37 with respect to a lease with
purchase option regarding the 2016 Freightliner Medium
VIN:3ALACXDT7GDGZ0833. Debtor shall pay creditor $73,884.37 in 60
equal monthly plan payments of $1231.41 each, commencing on the
Effective Date of the Plan. Once all plan payments are completed,
Class 7 creditor shall transfer title to the vehicle to the Debtor.
Class 7 is impaired.
Class 8 consists of the Allowed secured claim of the Wells Fargo
Equipment Finance (POC No. 8) in the amount of $64,674.58 with
respect to a lease with purchase option regarding the 2017 Ford
F550 VIN:1FDAF5GY7HEB70796. Debtor shall exercise the option in the
subject lease agreement to purchase the vehicle at 14.39 percent of
the original cost of the vehicle ($139,020.00), making the purchase
prince $20,004.98, which shall be paid in full. The Debtor shall
pay creditor the $20,004.98 purchase amount in addition to the
64,674.58 secured claim (totaling $84,679.56) in 60 equal monthly
plan payments of $1,411.33 each, commencing on the Effective Date
of the Plan. Class 7 is impaired.
Class 9 consists of Allowed general unsecured claims. As of the
filing of this Amended Plan, the total amount of allowed unsecured
claims is $277,658.73. Creditors with Allowed general unsecured
claims in Class 9 shall be paid 100% of their allowed claims, to be
paid in 60 monthly payments of $4,627.65 each. Each Class 9
creditor will receive their pro rate portion of the monthly
payment.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the First Amended Plan dated May 6, 2024 is
available at https://urlcurt.com/u?l=93bb1V from PacerMonitor.com
at no charge.
Attorney for the Debtor:
WINTER PARK ESTATE PLANS &REORGS: A PRIVATE LAW
PRACTICE
Melissa A. Youngman, Esq.
831 W. Morse Blvd.
Winter Park, FL 32789
407.374.1372
Email: my@melissayoungman.com
About Gold Star Transportation Services
Gold Star Transportation Services, LLC provides charter bus
services in Kissimmee, Florida, to local attractions. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 6:24-bk-00177-GER) on January 15, 2024.
In the petition signed by Luis A. Primiciero, managing member, the
Debtor disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Grace E. Robson oversees the case.
Melissa Youngman, Esq., at Winter Park Estate Plans & Reorgs,
represents the Debtor as legal counsel.
GORDON BROTHERS: BlackRock TCP Marks $37MM Loan at 63% Off
----------------------------------------------------------
BlackRock TCP Capital Corp has marked its $37,183,232 loan extended
to Gordon Brothers Finance Company to market at $13,680,606 or 37%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in BlackRock TCP's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in an Unsecured Debt to Gordon
Brothers Finance Company. The loan accrues interest at a rate of
16.44% (LIBOR (M) + 11% Payment In Kind) per annum. The loan
matures on March 31, 2025.
BlackRock TCP classified the loan as a Non-accruing debt
investment.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Gordon Brothers Finance Company provides financial solutions. The
Company offers asset valuation, disposition, liquidation,
investments, financing, and appraisal services. Gordon Brothers
Finance serves clients in the United States.
GREYSTAR REAL ESTATE: S&P Upgrades ICR to 'BB', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Greystar Real
Estate Partners LLC to 'BB' from 'BB-'. S&P also raised its
issue-level rating on Greystar's secured debt, including the term
loan and notes, to 'BB' from 'BB-'.
The stable outlook reflects S&P's expectation that Greystar will
maintain leverage between 2x–3x, as it continues growing its
property management, investment management, and construction and
development businesses, despite ongoing litigation and headwinds
from high inflation and interest rates.
Greystar's market position and units managed have continued to grow
in recent years from both third-party property management clients
and through Greystar's growing investment management platform,
whose owned assets are also internally managed. S&P also views
Greystar's investment management business, which represents less
than 5% of revenues and almost 10% of EBITDA, as recurring because
the company earns investment management fees, which are typically a
percentage of invested or committed equity capital.
S&P said, "We view positively that together property management and
investment management generate more than 70% of the company's
operating income. As of March 31, 2024, Greystar was a property
manager for approximately 967,000 units (up 20% year over year) and
investment manager for approximately $78 billion of global real
estate assets (up 5% year over year).
"Although Greystar operates in a highly capital-intensive industry
as it relates to its construction and development business, we
think the company has an asset-light growth strategy which
typically incurs limited incremental debt at the parent level and
allows it to earn fees across various business lines." Greystar
raises equity investments from institutional investors for
acquisitions and conventional multifamily developments, student
accommodation, age-restricted single-family rental, and other
property types globally.
Typically, approximately 90% or more of the equity commitments are
provided by third-party investors, with Greystar's discretionary
investment fund, Greystar Global Strategic Partners I (GGSP I),
providing the remainder in the form of sponsor equity (prior to
setting up GGSP, legacy sponsor equity was provided by Greystar or
its affiliates).
However, through its development and construction subsidiaries,
Greystar is exposed to potential lawsuits arising in the ordinary
course of business. In 2019, a crane used during construction
collapsed, resulting in injuries and one fatality. The fatality
case resulted in a verdict against certain Greystar subsidiaries,
totaling $360 million in compensatory damages, $1.5 million in
punitive damages, and $45 million in prejudgment interest
(Greystar's subsidiaries filed an appeal after the final judgment
was entered). Accordingly, in our calculation of leverage, S&P
significantly haircuts the cash we net against debt for this
potential cash outlay.
S&P said, "Our measure of net debt as of March 31, 2024, includes
$400 million in senior secured notes, $493 million term loan, $200
million in preferred stock, $80.9 million in project debt, and $119
million in leases. We also deduct surplus cash, and as a result, we
approximate net debt at about $1.15 billion by year-end 2024. We
expect 2024 S&P Global Ratings adjusted EBITDA to be consistent
with 2023 EBITDA as growth in the more recurring property
management and investment management business performs better than
construction and development business, resulting in weighted
leverage of 2x-3x."
Greystar's development and construction operating income moderated
during the first quarter due to lower project start volume and
longer construction periods. While macroeconomic conditions have
deteriorated, we think the company's project pipeline will start to
pick up over the next several quarters and lead to improved
operating performance. While construction and development are
cyclical, S&P thinks Greystar strategically times opportunities
when cyclicality occurs on a market-by-market basis and
appropriately slows growth when necessary.
GUARDIAN US: S&P Lowers ICR to 'B-' on Announced Debt Add-On
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating and issue-level
rating on its senior secured debt to 'B-' from 'B' on U.S.-based
public safety systems provider Guardian US Holdco LLC (doing
business as Intrado).
The stable outlook on Intrado reflects S&P's expectation that,
despite higher leverage because of the debt-financed dividend, the
company has good prospects to increase revenue in the
low-single-digit percent area and improve margins due to a mix
shift to higher-margin services and lower carve-out-related costs
such that leverage remains in the mid-6x area over the next year.
The downgrade reflects the increase in leverage from the
debt-financed dividend to shareholders. Pro forma adjusted leverage
is about 7.5x from 6.7x in 2023. S&P said, "While we believe the
company has good prospects to increase revenue in the
low-single-digit percent area and improve margins due to a mix
shift to higher-margin services and lower carve-out-related costs,
we still expect leverage will remain above 6.5x over the next year.
Furthermore, we expect the company to maintain an aggressive
financial policy that could include further distributions to its
sponsors such that leverage remains elevated over the longer
term."
Operating and financial performance were solid in 2023, but legacy
revenue pressures and a highly competitive market for 911 solutions
could weigh on growth. Both Command Center and Enterprise segment
revenue were up substantially in 2023, reflecting broader network
modernization trends and rising adoption of new regulations
requiring technology upgrades to existing public safety systems.
Intrado's sizable contracted backlog should sustain healthy
top-line growth in the Command Center segment, particularly as more
states deploy advanced capabilities amid the nationwide transition
to next generation 911. In addition, increased enforcement of
federal rules related to 911 calls should contribute meaningful
revenue growth in the Enterprise segment. Despite positive
operating trends in these segments, declines in non-core revenue
and intense competitive pressures within its Network
operations--where the market for 911 solutions is more mature--will
partly offset these favorable tailwinds and constrain more
meaningful revenue growth.
S&P said, "We expect Intrado's profitability will improve as its
business mix shifts to higher-margin recurring revenue. Combined
with its low capital intensity, the company should be able to
improve its free operating cash flow (FOCF) to about 3%-5% of debt
in 2024 and 2025 from free operating cash burn in 2023.
"The stable rating outlook on Intrado reflects our expectation
that, despite higher leverage because of the debt-financed
dividend, the company has good prospects to increase revenue in the
low-single-digit percent area and improve margins due to a mix
shift to higher-margin services and lower carve-out-related costs
such that leverage remains in the mid-6x area over the next year.
"We could lower our ratings on Intrado over the next 12 months if
intensifying competition led to revenue declines, margin
compression, or higher customer churn." In such a scenario, S&P
would expect:
-- FOCF deficits;
-- Deteriorating liquidity to the point where the company would
depend on favorable business, financial, and economic conditions to
meet its financial commitments, absent support from its private
equity sponsor; or
-- That the capital structure were no longer sustainable
longer-term.
Although unlikely given the company's private-equity ownership and
the likelihood of additional debt-financed dividends to
shareholders, S&P could raise the rating if:
-- Intrado's leverage improves to below 6.5x on a sustained
basis;
-- FOCF to debt improves to 5%; and,
-- S&P has confidence that financial policy considerations will
not lead to higher leverage in the future.
HARRISBURG UNIVERSITY OF SCIENCE: Misses Monthly Loan Payment
-------------------------------------------------------------
Amanda Albright and Nic Querolo of Bloomberg News report the
Harrisburg University of Science and Technology, a STEM-focused
college in Pennsylvania, defaulted on a monthly loan payment it
must make on its municipal-bond debt, according to a regulatory
filing.
The Harrisburg, Pennsylvania-based school didn't make the monthly
payment in the amount of about $1.2 million due May 1, 2024 to the
trustee, UMB Bank, which is used to cover bond payments, the filing
dated May 3, 2024 says. That money is used to make future interest
and principal payments on its bonds.
About Harrisburg University of Science & Technology
Harrisburg University of Science and Technology opened its doors in
August 2005. The university offers 24 concentrations spread across
seven undergraduate degree programs, 18 concentrations spread
across five graduate degree programs, and three Ph.D. programs. The
university's primary location is in Harrisburg, with a small
presence in Philadelphia and an expected campus expansion in Dubai
in 2024.
HELIUS MEDICAL: Raises $6.4MM Selling Shares to Craig-Hallum
------------------------------------------------------------
Helius Medical Technologies, Inc. disclosed in Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company has entered into a placement agency agreement with
Craig-Hallum Capital Group LLC for the purchase and sale, in a
registered public offering by the Company of 704,999 shares of its
Class A common stock, par value $0.001 per share and 2,147,222
pre-funded warrants, each to purchase one share of Common Stock at
an exercise price of $0.001 per share together with accompanying
Series A Warrants to purchase up to 2,852,221 shares of its Common
and Series B Warrants to purchase up to 2,852,221 shares of its
Common Stock.
The public offering price per share of Common Stock and
accompanying Series A and Series B warrants is $2.25, the public
offering price per Pre-Funded Warrant and accompanying Series A and
Series B warrant is $2.249, resulting in gross proceeds to the
Company of approximately $6.4 million before deducting the
Placement Agent's fees and other estimated offering expenses.
The Public Offering closed on May 9, 2024.
The Series A Warrants have an exercise price of $2.25 per share,
are exercisable upon issuance, and will expire five years following
the date of issuance. The Series B Warrants have an exercise price
of $2.25 per share, are exercisable upon issuance, and will expire
twelve months following the date of issuance. The Pre-Funded
Warrants are exercisable upon issuance and may be exercised at any
time until the Pre-Funded Warrants are exercised in full.
The Pre-Funded Warrants were sold to purchasers whose purchase of
shares of Common Stock in the Public Offering would otherwise
result in the purchaser, together with its affiliates and certain
related parties, beneficially owning more than 4.99% (or, at the
election of the purchaser, 9.99%) of the Company's outstanding
Common Stock immediately following the consummation of the Public
Offering, in lieu of shares of Common Stock.
The Placement Agency Agreement contains representations, warranties
and covenants made by the Company that are customary for
transactions of this type. In addition, pursuant to the terms of
the Placement Agency Agreement, the Company and its executive
officers and directors have entered into lock-up agreements
providing that the Company and each of these persons may not,
subject to limited exceptions, offer, sell, transfer or otherwise
dispose of the Company's securities for a period of 90 days
following the date of the Placement Agency Agreement.
As compensation to the Placement Agent in connection with the
Public Offering, the Company paid the Placement Agent a cash fee of
7% of the aggregate gross proceeds raised in the Public Offering,
plus reimbursement of certain expenses and legal fees.
Additionally, we issued to the Placement Agent warrants to purchase
142,611 shares of Common Stock at an exercise price $2.475 per
share. The Placement Agent Warrants are exercisable for a period of
five years following the commencement of sales in the offering.
The shares of Common Stock, Pre-Funded Warrants and Public Warrants
described above and the underlying shares of Common Stock were
offered pursuant to the Registration Statement on Form S-1 (File
No. 333-278698), as amended, has been filed with the Securities and
Exchange Commission, and was declared effective by the SEC on May
6, 2024.
On April 4, 2024, the Company received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market LLC notifying the
Company that it no longer satisfied the Rule because it reported
less than $2.5 million in stockholders' equity as of December 31,
2023, which is the minimum amount required under the Rule for
continued listing on The Nasdaq Capital Market, and because it did
not satisfy the alternative continued listing standards. Based on
the Public Offering, and as of the current, the Company believes it
satisfies Nasdaq Listing Rule 5550(b) because it now has
stockholders' equity of at least $2.5 million. Nasdaq will continue
to monitor the Company's ongoing compliance with the Rule and, if
the Company's next periodic report does not evidence compliance
with the Rule, the Company may be subject to delisting. There can
be no assurance that the Company will be able to maintain
compliance with the Rule.
About Helius Medical
Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/
-- is a neurotech company in the medical device field focused on
neurologic deficits using orally applied technology platform that
amplifies the brain's ability to engage physiologic compensatory
mechanisms and promote neuroplasticity, improving the lives of
people dealing with neurologic diseases.
Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the Company has recurring
losses from operations, an accumulated deficit, expects to incur
losses for the foreseeable future and requires additional working
capital. These are the reasons that raise substantial doubt about
its ability to continue as a going concern.
HIGHER GROUND: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
Higher Ground Empowerment Center Church, Inc. filed with the U.S.
Bankruptcy Court for the Northern District of Georgia a Chapter 11
Plan of Reorganization dated May 6, 2024.
The Debtor is a non-profit church located in the Vine City
neighborhood of Atlanta, Georgia. The Church, whose roots date back
to 1903, has stood as a pillar of the community for over a century.
Beginning in early 2020, the Church's revenue suffered
significantly due to the COVID-19 pandemic. The Church's primary
source of revenue is contributions or tithes from its members, most
of which were collected in person. During the pandemic, the Church
was forced to shut its doors and hold ministries and services
online. Revenue from tithes plummeted leaving the Church unable to
make payments to creditors. At that time, the Church was forced to
take out a COVID-19 Economic Injury Disaster Loan to survive.
After unsuccessful refinancing efforts and several failed
negotiations with Realty Resources Corporation, the lender holding
a lien on the Church's real property, the Church was forced to file
a pro se chapter 11 case1 to stop foreclosure in November 2023.
While the prior case was dismissed due to lack of counsel, the
Church has hired counsel and anticipates a successful
reorganization of its debts.
The proposed Plan contemplates that unsecured creditors will
receive payment of their Claims in full. After considering the
effect that a Chapter 7 liquidation would have on the value of the
Debtor's estate, including the costs resulting from a Chapter 7
liquidation, and the adverse effect of a forced sale on the price
of the Debtor's assets, the Debtor has determined that Holders of
Claims would not receive any greater return in a liquidation of
Debtor's assets under Chapter 7 of the Bankruptcy Code.
This Plan deals with all property of the Debtor and provides for
treatment of all Claims against the Debtor and its property.
Class 4 consists of General Unsecured Claims. The Holders of
General Unsecured Claims shall receive quarterly payments of the
Debtor's Projected Disposable Income on a pro rata basis. Each
General Unsecured Claims shall by satisfied in full by payment of
100% of the allowed amount of such Claim.
Each Holder of an Allowed General Unsecured Claim shall be entitled
to receive such holder's pro rata share of the Debtor's Projected
Disposable Income less administrative claims or professional fees
on a quarterly basis until each General Unsecured Claim is paid in
full. The first quarterly payment shall be made on the Initial
Distribution Date. The second quarterly payment shall be made on
the first day of the first month occurring not less than 90 days
from the Initial Distribution Date. The remaining quarterly
payments shall be paid on the first day of each third month. Class
4 is Impaired and entitled to vote on the Plan.
Upon confirmation, the Reorganized Debtor will be authorized and
empowered to take such actions as are required to effectuate the
Plan. The Reorganized Debtor will file all post-confirmation
reports required by the United States Trustee's office or by the
Subchapter V Trustee.
This Plan will be primarily funded by the Debtor's income received
in the ordinary course of business.
A full-text copy of the Plan of Reorganization dated May 6, 2024 is
available at https://urlcurt.com/u?l=IwK8US from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Benjamin Keck, Esq.
Keck Legal, LLC
2566 Shallowford Rd. Suite 104-252
Atlanta, GA 30345
Tel: (678) 641-1720
Email: bkeck@kecklegal.com
About Higher Ground Empowerment
Higher Ground Empowerment Center Church, Inc. is a non-profit
church located in the Vine City neighborhood of Atlanta, Georgia.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankrutpcy Code (Bankr. N.D. Ga. Case No. 24-51362) on Feb.
5, 2024, listing $1,000,001 to $10 million in assets and $500,001
to $1 million in liabilities.
Benjamin R Keck, Esq. at Keck Legal, LLC represents the Debtor as
counsel.
IAMGOLD CORP: First Quarter 2024 Results Filed
----------------------------------------------
IAMGOLD Corporation reported its financial and operating results
for the first quarter ended March 31, 2024.
"IAMGOLD started 2024 with very strong performance across its
operations, projects and in health and safety," said Renaud Adams,
President and Chief Executive Officer of IAMGOLD. "At its
operations, the Company reported attributable production of 151,000
ounces. This outperformance was driven by stable operations and
positive grade reconciliation at Essakane, coupled with Westwood
achieving its highest quarter of production since the restart of
the mine in 2021. Looking forward, Essakane and Westwood are well
positioned to achieve their guidance targets this year, and I want
to thank both teams for the commitment to Zero Harm, accountability
and performance."
"The highlight of the quarter, and a major milestone for IAMGOLD
was the announcement of the first gold pour at the Cote Gold mine,"
continued Mr. Adams. "This achievement represents the culmination
of over 15 million hours of work and over four years of
construction to bring the project online within the revised budget
-- an incredible effort for the team on the ground. While cause for
celebration, the first gold achievement is but the first step in
the road to bring Cote to full design capacity. The ramp up of the
operation is progressing well, with all major equipment --
including crushers, high pressure grinding rolls, ball mill,
cyclones, conveyors, piping, electrical connections and inter-plant
programming communications -- demonstrating their capability to
operate at planned throughput levels. The key for Cote during this
period is to steadily improve the plant availability and stability.
We are seeing improvements every day and are confident in our
estimate of commercial production in the third quarter 2024. This
timeline will set us up well towards the goal of reaching 90%
throughput exiting 2024 and ultimately position Cote Gold among the
top gold mines in Canada."
HIGHLIGHTS:
Operating and Financial:
* Attributable gold production was 151,000 ounces. Essakane
had a strong first quarter with attributable production of 118,000
ounces, mainly due to higher grades, Westwood achieved its highest
quarterly production since restarting with production of 32,000
ounces and initial attributable production was achieved at Cote
Gold of 1,000 ounces.
* Operating guidance for the year is unchanged. Attributable
gold production, excluding Cote Gold, for 2024 is expected to be in
the range of 430,000 to 490,000 ounces, with cash costs per ounce
sold for Essakane and Westwood to be between $1,280 and $1,400 per
ounce sold and AISC expected to be in the range of $1,780 to $1,940
per ounce sold.
* Revenues were $338.9 million from sales of 163,000 ounces
(150,000 ounces on an attributable basis) at an average realized
gold price1 of $2,077 per ounce.
* Cost of sales per ounce sold was $1,056, cash cost1 per
ounce sold was $1,053 and all-in-sustaining-cost1 per ounce sold
was $1,493 (excluding Cote Gold).
* Net earnings and adjusted net earnings per share
attributable to equity holders1 of $0.11 and $0.11, respectively.
* Net cash from operating activities was $77.1 million. Net
cash from operating activities, before movements in working capital
and non-current ore stockpiles1 was $142.8 million.
* Earnings before interest, income taxes, depreciation and
amortization 1 was $154.1 million and adjusted EBITDA1 was $152.5
million.
* Mine-site free cash flow1, excluding Cote Gold, was $46.2
million.
* The Company has available liquidity1 of $693.8 million,
mainly comprised of cash and cash equivalents of $291.2 million and
the available balance of the secured revolving credit facility of
$402.3 million as at March 31, 2024.
* In health and safety, for the quarter ended March 31, 2024,
the Company reported a DARTFR (days away, restricted, transferred
duty frequency rate) of 0.53, an improved trend since last year and
a TRIFR (total recordable injuries frequency rate) of 0.61, an
improved trend since last year.
* On April 19, 2024, the Company received an updated credit
rating from Standard and Poor's which upgraded the corporate credit
rating from CCC+ to B- with a stable outlook. This compares with
the Company's existing corporate credit ratings from Fitch and
Moody's of B- and B3 respectively.
Cote Gold:
* The first gold pour was completed on March 31, 2024, with
the crushing, HPGR and processing circuits performing within
expectations, including power consumption. Construction is also
substantially complete and the construction teams have been
demobilized with a successful handover to the operations team.
Operations are scheduled to continue to ramp-up in the second
quarter 2024 and commercial production is expected to be achieved
during the third quarter 2024. The Company expects the Cote Gold
operation to exit the year at approximately 90% of nameplate
throughput.
* Operating guidance for Cote Gold is unchanged, with 2024
production (on a 100% basis) expected to be between 220,000 and
290,000 ounces for the year (132,000 and 174,000 ounces on a 60.3%
basis for IAMGOLD). As Cote Gold achieves 90% throughput, which is
expected by the end of the year, the Company estimates cash costs
at that time to be in the range of approximately $700 to $800 per
ounce sold and AISC of $1,100 to $1,200 per ounce sold.
* On a 100% basis at the UJV level, the Cote Gold Project
incurred project expenditures1 of $151.7 million in the first
quarter 2024. Since commencement of construction, $2.935 billion of
the planned $2.965 billion of project expenditures has been
incurred up to achievement of first gold. Remaining project
expenditures post first gold are estimated to be $67 million ±5%,
in line with guidance.
* IAMGOLD will continue to fund 60.3% of the operating costs
and capital expenditures and will receive 60.3% of the gold
production. See "Cote Gold".
Corporate:
* On April 4, 2024, the Company announced that it entered into
a gold prepay arrangement and a partial amendment to one of its
existing gold prepayment arrangements. The net result of these
arrangements is the effective transition of the cash impact of the
current gold delivery obligations out of the second quarter of 2024
into the same period in the following year, increasing cashflow in
the second quarter 2024 by approximately $73.6 million assuming
gold prices at the time of the arrangement.
* On February 15, 2024, the Company announced that Murray Suey
has been appointed to the Company's Board of Directors effective
immediately. Mr. Suey has also been appointed as the Chair of the
Audit and Finance Committee.
* On February 13, 2024, the Company acquired all of the issued
and outstanding common shares of Vanstar for consideration of
approximately 12.0 million common shares of the Company. Vanstar
owned a 25% interest in the Nelligan Gold Project in Quebec,
Canada. With the acquisition of Vanstar complete, the Company now
owns a 100% interest in Nelligan.
* On February 27, 2024, the Company announced that it had
completed the acquisition of all the outstanding common shares of
EURO Ressources S.A., following the approval by the Autorite des
Marches Financiers in France on January 23, 2024. IAMGOLD France
acquired the remaining outstanding common shares of EURO that
IAMGOLD France did not already own for cash consideration of
EUR3.50 per share for an aggregate consideration of EUR21.9 million
($23.7 million), followed immediately by a "squeeze-out" under
French law and the subsequent delisting of Euro Ressources from the
Euronext Paris stock exchange.
A full-text copy of the Company's report filed on Form 6-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/mvtwp5fm
About IAMGOLD Corporation
Headquartered in Toronto, Canada, IAMGOLD Corporation is an
intermediate gold producer and developer based in Canada with
operating mines in North America and West Africa.
As reported by the TCR on April 23, 2024, S&P Global Ratings raised
its issuer credit rating on Toronto-based gold producer IAMGOLD
Corp. to 'B-' from 'CCC+' and assigned a stable outlook. At the
same time, S&P raised its issue-level ratings on the company's
unsecured notes to 'B-' from 'CCC' and revised its recovery rating
to '3' from '5'.
The stable outlook reflects S&P's expectation for IAMGOLD to
maintain sufficient liquidity and generate improved cash flow and
leverage measures over the next 12 months.
S&P said, "The upgrade reflects our view of IAMGOLD's improved
production and cash flow visibility upon completing the
construction of its Cote Gold mine. Following the completion of
construction and first gold pour at Cote Gold in Ontario, Canada,
IAMGOLD is ramping up operations at the mine and targeting
commercial production in third-quarter 2024. With commercial
production in sight, we now see increased production visibility
from the project, leading to improved cash flow and leverage
prospects over the next couple of years. At the same time, we
believe that much of the financial and execution risks associated
with the project, that we had factored in at the previous 'CCC+'
rating, have subsided.
In September 2023, Egan-Jones Ratings Company maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by IAMGOLD.
* * *
This concludes the Troubled Company Reporter's coverage of IAMGOLD
Corp. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
INCLAN PAINTING: Class 2 Unsecured Creditors are Unimpaired in Plan
-------------------------------------------------------------------
Inclan Painting and Waterproofing, Corp., submitted a Disclosure
Statement.
The Debtors plan contemplates payment in full to all creditors over
time. In addition to the resumption of it collections of accounts
receivable the Debtor has begun to obtain new work and will be able
to fund the payments contemplated to its creditors by this Plan of
reorganization.
Below are the unsecured claims with corresponding treatment:
Class 2 Unsecured creditors are unimpaired. This class consists
of creditors that are participants agreed to accept proceeds of
Insurance policies applicable to each claim in this class
Class 3 Unsecured creditors are impaired. Creditors in this
class will be paid 75% of allowed claims by 60 monthly
installments.
Class 4 Unsecured administrative convenience class are impaired.
These creditors will receive payment in full in two payments this
first on confirmation of the debtors Plan of Reorganization and a
second payment 90 days thereafter.
Payments and distributions under the Plan will be funded by the
continued operation of the Debtor's business.
Attorneys for the Debtor:
Richard Siegmeister, Esq.
RICHARD SIEGMEISTER PA
3850 Bird Road, Floor 10
Miami, FL 33146
Tel: (305) 859-7376
E-mail: rspa111@att.net
rsaplaw@att.net
A copy of the Disclosure Statement dated May 3, 2024, is available
at https://tinyurl.ph/RbLye from PacerMonitor.com.
About Inclan Painting and Waterproofing
Inclan Painting and Waterproofing Corp. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 24-10488) on January 19, 2024, with up to $50,000 in
assets and $1 million to $10 million in liabilities. Luis Inclan,
president, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Richard Siegmeister, Esq., at Richard Siegmeister, PA represents
the Debtor as legal counsel.
INFINERA CORP: Incurs $61.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Infinera Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $61.39 million on $306.92 million of total revenue for the three
months ended March 31, 2024, compared to a net loss of $8.41
million on $392.07 million of total revenue for the three months
ended March 31, 2023.
As of March 31, 2024, the Company had $1.56 billion in total
assets, $614.30 million in total current liabilities, $659.58
million in long-term debt, $15.42 million in long-term accrued
warranty, $24.65 million in long-term deferred revenue, $1.68
million in long-term deferred tax liability, $44.62 million in
long-term operating lease liabilities, $43.37 million in other
long-term liabilities, and $161.54 million in total stockholders'
equity.
Infinera said, "We believe that our current cash, along with the
Credit Facility...will be sufficient to meet our anticipated cash
needs for working capital and capital expenditures, mortgage
payments, interest payments on our convertible senior notes..and
the repayment of our 2024 Notes for at least 12 months. If the
impact to our business and financial position from weakness in the
global economy, banking sector and financial markets is more
extensive or prolonged than expected and our existing sources of
cash are insufficient to satisfy our liquidity requirements, we may
require additional capital from equity or debt financings to fund
our operations, to respond to competitive pressures or strategic
opportunities, or otherwise. In addition, we are continuously
evaluating alternatives and potential transactions for efficiently
funding our capital expenditures, ongoing operations and servicing
our existing debt. We may, subject to market conditions and other
considerations, from time to time engage in a variety of financing
transactions for such purposes, including the issuance of
securities or the incurrence of additional debt and the refinancing
of existing debt. We may not be able to secure timely additional
financing, or refinance existing debt, on favorable terms or at
all. The terms of any additional financings or refinancing may
place limits on our financial and operating flexibility and we may
not be able to obtain terms as favorable as the terms of any debt
being refinanced. If we raise additional funds through further
issuances of equity or equity-linked securities, our existing
stockholders could suffer dilution in their percentage ownership of
us, and any new securities we issue could have rights, preferences
and privileges senior to those of holders of our common stock."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1138639/000113863924000153/infn-20240330.htm
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of automation software offerings, and support
and professional services. Leveraging our U.S.-based compound
semiconductor fabrication plant ("fab") and in-house test and
packaging capabilities, the Company designs, develops and
manufactures industry-leading indium phosphide-based photonic
integrated circuits ("PICs") for use in its vertically integrated,
high-capacity optical communications products.
Infinera reported a net loss of $25.21 million for the year ended
Dec. 30, 2023, a net loss of $76.04 million for the year ended Dec.
31, 2022, a net loss of $170.8 million for the year ended Dec. 25,
2021, a net loss of $206.72 million for the year ended Dec. 26,
2020, and a net loss of $386.62 million for the year ended Dec. 28,
2019, a net loss of $214.29 million for the year ended Dec. 29,
2018, and a net loss of $194.51 million for the year ended Dec. 30,
2017.
INNOVATIVE MEDTECH: Incurs $910K Net Loss in Third Quarter
----------------------------------------------------------
Innovative Medtech, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $909,871 on $455,164 of revenue for the three months ended March
31, 2024, compared to a net loss of $799,590 on $477,117 of revenue
for the three months ended March 31, 2023.
For the nine months ended March 31, 2024, the Company reported a
net loss of $1.26 million on $1.37 million of revenue, compared to
a net loss of $2.78 million on $1.28 million of revenue for the
nine months ended March 31, 2023.
As of March 31, 2024, the Company had $4.66 million in total
assets, $6.04 million in total liabilities, and a total
stockholders' deficit of $1.38 million.
Innovative Medtech stated, "The Company continues to have limited
capital resources and has experienced net losses and negative cash
flows from operations and expects these conditions to continue for
the foreseeable future. As of March 31, 2024, the Company had
$44,280 cash available for operations and had an accumulated
deficit of $37,885,392. Management believes that cash on hand as
of March 31, 2024 is not sufficient to fund operations through
December 31, 2024. The Company will be required to raise
additional funds to meet its short and long-term planned goals.
There can be no assurance that such funds, if available at all, can
be obtained on terms reasonable to the Company.
"The Company believes that additional capital will be required to
fund operations through March 31, 2025 and beyond, as it attempts
to generate increasing revenue, and develop new products. The
Company intends to attempt to raise capital through additional
equity offerings and debt obligations. There can be no assurance
that the Company will be successful in obtaining financing at the
level needed or on terms acceptable to the Company. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1331612/000147793224003173/imth_10q.htm
About Innovative Medtech
Innovative Medtech, Inc., headquartered in Blue Island, IL, is a
provider of health and wellness services, and has two divisions:
the RX Vitality digital wallet and health care app (available on
both the iOS and Google Play App Stores), and the company's wholly
owned subsidiary SarahCare, an adult day care center franchisor
with 2 corporate owned centers and 24 franchise locations across
the United States. SarahCare offers seniors daytime care and
activities ranging from exercise and medical needs daily to nursing
care and salon services. On March 25, 2021, the Company acquired
SarahCare for a total of $3,718,833; $2,000,110 was paid in cash
and the Company assumed approximately $393,885 in debt due to
sellers, and the remaining is payable through a royalty fee
liability due in the amount of $1,500,000. With 25 centers (2
corporate and 23 franchise locations) located in 13 states,
SarahCare offers seniors daytime care and activities focusing on
meeting their physical and medical needs on a daily basis, and
ranging from nursing care to salon services and providing meals, to
offering engaging and enriching activities to allow them to
continue to lead active and engaged lives.
Tampa, Florida-based Accell Audit & Compliance, P.A., the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has incurred
net losses and has limited revenues. These factors, and the need
for additional financing in order for the Company to meet its
business plans raises substantial doubt about the Company's ability
to continue as a going concern.
JAMBYS INC: David Klauder Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed David Klauder, Esq.,
at Bielli & Klauder, LLC as Subchapter V trustee for Jambys, Inc.
Mr. Klauder will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Klauder declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
David M. Klauder, Esq.
Bielli & Klauder, LLC
1204 N. King Street
Wilmington, DE 19801
Phone: (302) 803-4600
Fax: (302) 397-2557
Email: dklauder@bk-legal.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-chief executive officer, 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.
JER INVESTORS: Plan Exclusivity Period Extended to July 29
----------------------------------------------------------
Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District
of Delaware extended JER Investors Trust Inc., and affiliates'
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to July 29 and September 24, 2024,
respectively.
As shared by Troubled Company Reporter, 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.
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.
Since the filing of these Chapter 11 Cases, the Debtors have
continued to pay their undisputed postpetition expenses and
invoices. 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.
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.
JOSEPH P. FUSCO: Unsecureds Will Get 10% of Claims over 5 Years
---------------------------------------------------------------
Joseph P. Fusco DDS, PC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York a Disclosure Statement describing
Plan of Reorganization dated May 7, 2024.
In 1998, the Debtor was formed for the purpose of operating a
general dentist practice. The Debtor has had cash flow difficulties
since the COVID-19 pandemic, and it was further impaired by Dr.
Fusco's medical problems.
The Debtor obtained a consensual order for use of cash collateral
and has operated consistent with the budget. In December 2023, Dr.
Fusco had back surgery that reduced gross revenues in December 2023
and January 2024. Dr. Fusco is again working full time and expects
to generate consistent revenues that will fund the plan. Dr. Fusco
and his wife have filed a Chapter 11 petition as most of the
Debtor's creditors also had personal guarantees from Dr. Fusco,
including creditors Newtek, Kapitus and the SBA.
The Debtor presently intends to continue to operate with a small
management staff with those employees necessary for daily
operation.
Class 3, which is impaired, will consist of all allowed unsecured
claims, including claims arising from the rejection of executory
contracts and unexpired leases, and the reclassification of SBA's
claim to a general unsecured claim and the bifurcation of Kapitus'
claim to a secured claim of $20,000.00 and the balance to be a
general unsecured claim.
There are 7 claims, which shall be satisfied by the payment of 10%
of allowed claims in payments over 5 years commencing on the
effective date. Any payment to be made pursuant to this section may
be prepaid in whole or in part at any time by the reorganized
Debtor in its sole discretion without penalty and the quarterly
installment will be proportionately reduced upon the reduction of
claims. The quarterly payments will be $2,171.23 in the aggregate.
Class 4 consists of the holders of common stock of the Debtor. The
stock will be canceled. The reorganized Fusco will issue 100% of
the stock to Dr. Fusco, who will provide capital of up to
$5,000.00.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=qn5Ufi from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Marc A. Pergament, Esq.
Weinberg, Gross & Pergament LLP
400 Garden City Plaza, Suite 309
Garden City, NY 11530
Telephone: (516) 877-2424
Email: mpergament@wgplaw.com
About Joseph P. Fusco DDS
Joseph P. Fusco DDS, PC was formed for the purpose of operating a
general dentist practice.
The Debtor filed Chapter 11 petition (Bankr. E.D.N.Y. Case No.
23-73895) on Oct. 20, 2023, with $100,001 to $500,000 in assets and
$1 million to $10 million in liabilities. Joseph P. Fusco,
president, signed the petition.
Judge Robert E. Grossman oversees the case.
The Debtor tapped Marc A. Pergament, Esq., at Weinberg, Gross &
Pergament, LLP as legal counsel and Michael Goldfine, CPA, at
Goldfine & Company CPA, PC as accountant.
KBS REAL ESTATE: Posts $37.57 Million Net Income in First Quarter
-----------------------------------------------------------------
KBS Real Estate Investment Trust III, Inc. filed with the
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting net income of $37.57 million on $70.23 million of
total revenues for the three months ended March 31, 2024, compared
to a net loss of $66.42 million on $80.19 million of total revenues
for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $2.01 billion in total
assets, $1.70 billion in total liabilities, and $304.98 million in
total stockholders' equity.
KBS Real said, "The Company generally finances its real estate
investments using notes payable that are typically structured as
non-recourse secured mortgages with maturities of approximately
three to five years, with short-term extension options available
upon the Company meeting certain debt covenants. Each reporting
period, management evaluates the Company's ability to continue as a
going concern by evaluating conditions and events, including
assessing the Company's liquidity needs in order to satisfy
upcoming debt obligations and the Company's ability to satisfy debt
covenant requirements. Through the normal course of operations,
the Company has $1.2 billion of notes payable maturing during the
12-month period from the issuance of these financial statements.
In addition, the loan modification and extension agreement with the
lenders under the Amended and Restated Portfolio Facility requires
that the Company raise not less than $100.0 million in new equity,
debt or a combination of both on or prior to July 15, 2024 and the
failure to do so constitutes an immediate default under the
facility. Considering the current commercial real estate lending
environment, this raises substantial doubt as to the Company's
ability to continue as a going concern for at least a year from the
date of issuance of these financial statements. In order to
refinance, restructure or extend the Company's maturing debt
obligations, the Company has been required to reduce the loan
commitments and/or make paydowns on certain loans, and the Company
anticipates it may be required to make additional reductions to
loan commitments and paydowns on the loans maturing during the next
12 months in order to refinance, restructure or extend those loans.
As a result of reductions in loan commitments and paydowns and the
ongoing liquidity needs in the Company's real estate portfolio, in
addition to raising capital through new equity or debt, the Company
may consider selling assets into a challenged real estate market in
an effort to manage its liquidity needs. Selling real estate
assets in the current market would likely adversely impact the
ultimate sale price. The Company also may defer noncontractual
expenditures. However, there can be no assurances as to the
certainty or timing of management's plans to be effectively
implemented within one year from the date the financial statements
are issued, as certain elements of management's plans are outside
the control of the Company, including its ability to successfully
refinance, restructure or extend certain of its debt instruments,
raise capital or sell assets. As a result of the Company's
upcoming loan maturities, reductions in loan commitments and loan
paydowns, the challenging commercial real estate lending
environment, the current interest rate environment, leasing
challenges in certain markets where the Company owns properties,
reduction in the Company's cash flows and the lack of transaction
volume in the U.S. office market as well as general market
instability, management's plans cannot be considered probable and
thus do not alleviate substantial doubt about the Company's ability
to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1482430/000148243024000035/kbsriii-20240331.htm
About KBS Real
KBS Real Estate Investment Trust III, Inc. is a Maryland
corporation that has elected to be taxed as a real estate
investment trust ("REIT") and it intends to continue to operate in
such a manner. The Company conducts its business primarily through
its Operating Partnership, of which the Company is the sole general
partner.
The Company has invested in a diverse portfolio of real estate
investments. As of Dec. 31, 2023, the Company owned 16 office
properties (of which one property was held for non-sale
disposition), one mixed-use office/retail property and an
investment in the equity securities of a Singapore real estate
investment trust (the "SREIT"). On Dec. 29, 2023, the Company
entered a deed-in-lieu of foreclosure transaction with the 201
Spear Street mortgage lender. On Jan. 9, 2024, the mortgage lender
transferred title to the 201 Spear Street property to a third-party
buyer of the mortgage loan. Additionally, on Feb. 21, 2024, the
Company sold the McEwen Building to a third-party buyer.
Irvine, California-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 18, 2024, citing that the Company has $1.2 billion of
loan principal maturing within one year from the date of issuance
of the consolidated financial statements, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
KEVIN CONCANNON: Updates Restructuring Plan Disclosures
-------------------------------------------------------
Kevin Concannon, LLC, d/b/a Lifeline Pharmacy, submitted a
Disclosure Statement for the Amended Chapter 11 Plan dated May 7,
2024.
The Debtor owns and operates a specialty pharmacy located in
Edinburg, Texas. Prior to the Petition Date, the Debtor faced
certain financial and other challenges, including disputes with the
prior owner, which led the Debtor to commence the Chapter 11 Case.
The Plan provides for the treatment of all Claims against the
Debtor's estate consistent with the terms of the settlements with
these parties, ensures the continuation of the Debtor's business as
a going concern, and maximizes value for the benefit of the
Debtor's creditors.
The Plan provides, inter alia, for a restructuring of the Debtor's
balance sheet pursuant to which holders of Claims will receive the
treatment described in Section III(A). The Plan will strengthen the
Debtor by substantially reducing its debt and preserving its key
relationship with its critical vendor, McKesson.
In order to avoid the costs, delay and uncertainty of the Adversary
Proceedings and other litigation and potential claims between the
Debtor, the LP 1 Parties, McKesson, and the MCA Lenders, the Debtor
has entered into a Settlement Agreement with McKesson and the LP 1
Parties that resolves the disputes between those parties, as well
as settlement agreements with three of the Debtor's five MCA
Lenders, Coldwater, Symplifi, and Infusion.
The Debtor continues to make efforts to resolve the claims against
the other two MCA Lenders, Cloudfund and Venture. Pursuant to the
Settlement Agreement with the LP 1 Parties and McKesson, all claims
between the Debtor and the LP 1 Parties will be settled, released
and discharged, the LP 1 Parties' Claims will be disallowed, and
the Removed Adversary Proceeding will be dismissed with prejudice.
Pursuant to the Settlement Agreement, McKesson will receive payment
of its Allowed Secured Claim over a four-year period pursuant to
the Projections. Pursuant to the Settlement Agreement, the first
priority liens of the LP 1 Parties will be terminated or assigned
to McKesson, and McKesson will hold a first priority lien on all of
the Reorganized Debtor's assets post-confirmation. The DIP Lender's
loan will be converted to exit financing on the existing terms.
Pursuant to the settlements with the MCA Lenders with whom the
Debtor has settled, the agreed upon principal amount of the claims
of those MCA Lenders will be Allowed as General Unsecured Claims,
and the Allowed MCA Lenders' Claims and the Allowed General
Unsecured Claims will receive payments totaling 25% of their
Allowed Claims over a three-year period under the Plan. The Newtek
Claims are also treated as General Unsecured Claims either because
they were unperfected at the time of the Debtor's bankruptcy
filing, or the Claims of LP 1 and McKesson, which have priority
over the Newtek Claims, exceed the value of the Collateral securing
the Newtek Claims.
Through the settlements, the Debtor has effectively reached a
consensual plan with McKesson, three of the five MCA Lenders, the
DIP Lender and the LP 1 Parties.
Like in the prior iteration of the Plan, each Holder of Class 6
Allowed General Unsecured Claim shall receive, in full and final
satisfaction, settlement, release, and discharge of such Claim,
quarterly distributions over a three-year period beginning with the
later of (1) the quarter ending September 30, 2024, or (2) 90 days
after the Effective Date, until the Holder of such Allowed General
Unsecured Claim receives a total of 25% of its Allowed General
Unsecured Claim in full and final satisfaction of such Holder's
General Unsecured Claim.
Releases by the Debtor
Notwithstanding anything to the contrary in the foregoing, the
releases set forth in this Section 10.6(a) shall only be applicable
to the maximum extent permitted by law; (b) shall not include a
release of any claim arising from the gross negligence, willful
misconduct or actual fraud of any party being released; and (c)
shall not be construed as releasing any post-Effective Date
obligations of any party or Entity under the Plan, the Confirmation
Order, the Settlement Agreement, or any document, instrument, or
agreement executed to implement the Plan.
Based upon such Financial Projections, the Debtor believes it will
have sufficient resources to make all payments required pursuant to
the Plan and that confirmation of the Plan is not likely to be
followed by liquidation or the need for further reorganization.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=laE4jt from PacerMonitor.com
at no charge.
Kevin Concannon, LLC is represented by:
Patrick J. Neligan, Jr., Esq.
Douglas J. Buncher, Esq.
Neligan LLP
4851 LBJ Freeway, Suite 700
Dallas, TX 75244
Telephone: (214) 840-5300
Email: pneligan@neliganlaw.com
dbuncher@neliganlaw.com
- and -
Robert L. Rattet, Esq.
James B. Glucksman, Esq.
John D. Molino, Esq.
Davidoff Hutcher & Citron LLP
605 Third Avenue
New York, NY 10158
Telephone: (914) 381-7400
Email: rlr@dhclegal.com
jbg@dhclegal.com
jdm@dhclegal.com
About Kevin Concannon LLC
d/b/a Lifeline Pharmacy
Kevin Concannon, LLC is a locally owned pharmacy serving the
Edinburg, McAllen, Mission, San Juan, Alamo, Elsa, Alton, Weslaco,
Pharr, Hidalgo, Mercedes, Donna, Palmview, La Joya, Penrtas,
Palmhurst and the surrounding areas.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 23-90759) on Aug. 2, 2023. In the
petition signed by Kevin Concannon, manager, the Debtor disclosed
up to $50 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
Patrick J. Neligan Jr., Esq., at Neligan LLP, is the Debtor's legal
counsel.
KHOROS LLC: BlackRock TCP Marks $29.8MM Loan at 25% Off
-------------------------------------------------------
BlackRock TCP Capital Corp has marked its $29,855,839 loan extended
to Khoros, LLC (Lithium) to market at $22,421,735 or 75% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in BlackRock TCP's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a First Lien Incremental Term
Loan to Khoros, LLC (Lithium). The loan accrues interest at a rate
of 14.32% (SOFR (Q), 1% Floor) per annum. The loan matures on
October 3, 2024.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Khoros, formerly Spredfast + Lithium, is a global customer
engagement software company that provides online community
management, social media marketing, social media analytics, digital
care, and content management software and services to enterprise
brands and agencies. Khoros is a portfolio company of Vista Equity
Partners.
KIDWELL GROUP: Aaron Cohen Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for The Kidwell Group, LLC.
Mr. Cohen will be paid an hourly fee of $315 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About The Kidwell Group
The Kidwell Group, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02024) on April
25, 2024. In the petition signed by Richard L. Kidwell, manager,
the Debtor disclosed up to $50 million in assets and up to $1
million in liabilities.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
KLDISCOVERY INC: Reaches Deal With Lenders to Restructure Debt
--------------------------------------------------------------
Jill R. Shah of Bloomberg News reports that KLDiscovery Inc.
reached an agreement in principle with lenders to restructure its
debt, according to a Thursday, May 2, 2024, statement.
The deal provides for a conversion of the company's $260.9 million
outstanding convertible notes due 2024 into 96% of the company's
common equity.
It also extends the maturity of a term loan from 2026 to 2027. The
deal is expected to close in the near term.
KLDiscovery provides software for eDiscovery, information
governance, and data recovery for clients such as law firms and
government agencies.
About KLDiscovery Inc.
KLDiscovery Inc. provides eDiscovery, information governance, and
data recovery solutions to corporations, law firms, government
agencies, and individual consumers worldwide. KLDiscovery Inc. was
founded in 1985 and is headquartered in Eden Prairie, Minnesota.
LEAFBUYER TECHNOLOGIES: Delays Q3 Form 10-Q Amid Auditor Trouble
----------------------------------------------------------------
Leafbuyer Technologies, Inc. filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its Quarterly Report on Form 10-Q for the period ended
March 31, 2024. According to the Company, due to the SEC order
dated May 3rd 2024 regarding the suspension of service of BF
Borgers CPA and rule 102(e), the Company is currently in the
process of contracting with a new audit firm and will be
re-reviewing the 10-Q for the year 2023 and 2024 as a result.
About Leafbuyer
Greenwood Village, Colorado-based Leafbuyer Technologies, Inc., is
a marketing technology company for the cannabis industry and is an
online cannabis resource.
"As of December 31, 2023, we had $226,681 in cash and cash
equivalents and a working capital deficit of $2,123,872. We are
dependent on funds raised through equity financing. Our cumulative
net loss of $25,054,306 was funded by debt and equity financing and
we reported a net loss from operations of $618,608 for the six
months ended December 31, 2023. Accordingly, there is substantial
doubt about our ability to continue as a going concern within one
year after the date the financial statements are issued.
"Our ability to continue as a going concern is dependent upon our
generating profitable operations in the future and / or obtaining
the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come
due. Management believes that actions presently being taken to
further implement our business plan of expansion of products,
geographical locations we sell our services and deeper market
penetration will generate additional revenues and eventually
positive cash flow and provide opportunity for the Company to
continue as a going concern. While we believe in the viability of
our strategy to generate additional revenues and our ability to
raise additional funds, there can be no assurances to that effect,"
Leafbuyer stated in its Quarterly Report for the period ended Dec.
31, 2023.
LEAFBUYER TECHNOLOGIES: Dismisses BF Borgers Amid Scandal
---------------------------------------------------------
Leafbuyer Technologies, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on May 8,
2024, the Company dismissed BF Borgers CPA PC as the Company's
independent registered public accounting firm, effective
immediately, due to the Commission's entry of an order on May 3,
instituting settled administrative and cease-and-desist proceedings
against BF Borgers CPA PC and its sole audit partner Benjamin F.
Borgers CPA. The Company's Audit Committee unanimously voted in
favor of dismissal of BF Borgers and the Company's Board of
Directors agreed with such recommendation. The Committee and the
Board will each convene in due course to appoint a new independent
registered public accounting firm.
BF Borgers had previously been appointed on April 1st 2017 as the
Company's independent registered public accounting firm.
The audit reports of BF Borgers on the Company's consolidated
financial statements for each of the two fiscal years ended June
30, 2023 and 2022 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years ended June 30,
2023 and 2022 and the subsequent interim period through the date of
this Current Report, the Company is of the opinion that: there were
no (a) disagreements with BF Borgers on any matter of accounting
principles or practices, financial statement disclosures, or
auditing scope or procedure, which disagreements, if not resolved
to BF Borger's satisfaction, would have caused BF Borger to make
reference to the subject matter thereof in connection with its
report for such period; or (b) reportable events, as described
under Item 304(a)(1)(v) of Regulation S-K.
The SEC Order included findings that, among other things, BF
Borgers:
* Deliberately and systematically failed to conduct audits and
quarterly reviews in accordance with applicable Public Company
Accounting Oversight Board standards;
* Fraudulently issued audit reports that falsely represented
that audits had been performed in accordance with PCAOB standards;
and
* Caused audit clients to violate certain provisions of the
Exchange Act and rules thereunder, including Exchange Act Sections
13(a) and 15(d).
The SEC Order denies BF Borgers the privilege of appearing or
practicing before the Commission as an accountant. As a result, BF
Borgers may not participate in or perform the audit or review of
financial information included in Commission filings, issue audit
reports included in Commission filings, provide consents with
respect to audit reports, or otherwise appear or practice before
the Commission.
Due to the fact that BF Borgers is not currently permitted to
appear or practice before the Commission, the Company has not
furnished the disclosures in its current report with its former
auditor nor requested that its former auditor provide a letter
stating whether it agrees with the disclosures in this current
report.
About Leafbuyer
Greenwood Village, Colo.-based Leafbuyer Technologies, Inc. is a
marketing technology company for the cannabis industry and is an
online cannabis resource.
As of Dec. 31, 2023, the Company had $1.25 million in total assets,
$2.97 million in total liabilities, and a total stockholders'
deficit of $1.72 million.
The Company cautioned in its Quarterly Report for the quarter ended
December 31, 2023 that there is substantial doubt about the its
ability to continue as a going concern the next 12 months.
According to the Company, as of December 31, 2023, it had $226,681
in cash and cash equivalents and a working capital deficit of
$2,123,872. The Company is dependent on funds raised through
equity financing. The Company's cumulative net loss of $25,054,306
was funded by debt and equity financing and the Company reported a
net loss from operations of $618,608 for the six months ended
December 31,2023.
LEFT TURN: Creditors to Get Proceeds From Liquidation
-----------------------------------------------------
Left Turn, LLC, filed with the U.S. Bankruptcy Court for the
District of Utah a Disclosure Statement for Chapter 11 Plan of
Liquidation dated May 7, 2024.
The Debtor was organized as a Utah limited liability company in
November 2014. In September 2017, the Debtor purchased raw ground
in American Fork, Utah located West of Interstate 15, and South of
Pioneer Crossing.
The Debtor encountered challenges and difficulties in developing
its land, including because American Fork City changed its
requirements for the development of the land several times,
including changing utility requirements, and road and access
requirements. In addition, during the period the Debtor was
attempting to develop its land, American Fork City imposed two
different development moratoriums, during which time it would not
accept any development submissions at all.
Eventually the Debtor was able to sell all of its real estate other
than its single remaining parcel located at 848 South 1100 West,
American Fork, Utah (the "Remaining Land").
The Debtor last sold real estate in January 2022, when it sold
property located at Proposed AF Crossings Plats E-1 and E-2 to an
unrelated third party for fair value. The buyer was Keystone
Construction, LLC, and the purchase price was $4,026,500.00. The
vast majority of the proceeds of that sale ($4,012,398.25) were
paid to an unrelated lender secured by that land called SDP Reit.
Because all of the net proceeds of the land have been paid to
lenders and the costs of development, the Debtor has never turned a
profit and never made any distribution to its equity owners.
The Debtor valued the Remaining Land in its bankruptcy schedules as
worth $175,800.00 based on the taxed assessed value of the land.
The Debtor believed as of its Petition Date that this tax assessed
value is likely close to market value, but will ultimately defer to
professional realtors and the market itself to determine the value
of the Remaining Land. As of the date of this Disclosure Statement
the Debtor has a pending motion to approve the sale of the
Remaining Land for $150,000.00.
Under the Plan, the Debtor's Estate and all of its remaining assets
will become property of the Liquidating Trust, and a Liquidating
Trustee will be appointed to conduct an orderly liquidation of the
assets with the goal of maximizing returns to creditors. The Plan
proposes that John H. Curtis, a Managing Director of Rocky Mountain
Advisory, LLC ("RMA"), a Salt Lake City based advisory and
professional services firm, will serve as the Liquidating Trustee
for the Liquidating Trust and will have overall responsibility for
the liquidation.
The Debtor submits that the liquidation of all remaining assets of
its Estate through the Liquidation Trust mechanism has the best
potential for maximizing the returns to creditors. The proposed
Liquidating Trustee is familiar with the claims against the Debtor
and the Debtor's remaining assets as a result of his work as CRO
and financial advisor to the Debtor during its Chapter 11
bankruptcy case and will be able to efficiently work with RMA and
CK to maximize the proceeds of these assets and to seek the
disallowance of any objectionable claims.
Class 2 consists of all General Unsecured Claims against the
Debtor. Class 2 is impaired under the Plan, and holders of Allowed
Class 2 Claims are entitled to vote to accept or reject the Plan.
The Plan provides that the Liquidating Trustee will pay Class 2
Claims (i) $100,000.00, distributed on a Pro Rata basis to Holders
of Allowed General Unsecured Claims; and (ii) subsequent
distribution(s) of a Pro Rata share of the Unsecured Distribution
Amount. The Debtor's Schedule E lists a total of $2,403,000.00 in
General Unsecured Claims.
Class 4 consists of all Equity Interests in the Debtor, which
consist of common shares of the Debtor. Class 4 is impaired under
the Plan, and holders of Allowed Class 4 Interests are not entitled
to vote and deemed to have rejected the Plan. The Plan provides
that all Equity Interests in the Debtor shall be cancelled as of
the Effective Date and all Holders of Equity Interests in the
Debtor shall neither receive nor retain any property under the
Plan.
The Plan provides for 100% payment to holders of Allowed Priority
Claims and a substantial $100,000.00 payment to holders of General
Unsecured Claims on the Initial Distribution Date, with the
likelihood for additional payments to holders of General Unsecured
Claims depending on the Liquidating Trustee's ultimate liquidation
of the Debtor's assets. The Debtor strongly believes that the Plan
is in the best interest of all creditors holding Allowed Claims.
Following the Effective Date, the Liquidating Trustee shall conduct
an orderly liquidation of the remaining property of the
consolidated Estate consistent with the terms of the Plan and the
Liquidating Trust.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=2Xn8ID from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
George B. Hofmann, Esq.
COHNE KINGHORN, PC
111 E. Broadway, 11th Floor
Salt Lake City, UT 84111
Telephone: (801) 363-4300
Email: ghofmann@ck.law
About Left Turn
Left Turn, LLC, is engaged in activities related to real estate.
The company is based in Cottonwood Heights, Utah.
Left Turn filed its voluntary petition for Chapter 11 protection
(Bankr. D. Utah Case No. 24-20129) on January 12, 2024, with up to
$500,000 in assets and up to $10 million in liabilities. Scott
Smithson, manager, signed the petition.
Judge Peggy Hunt presides over the case.
George B. Hofmann, Esq., at Cohne Kinghorn, PC represents the
Debtor as legal counsel.
LGID NY: Unsecureds Owed $750K to Get Share of Unsecured Fund
-------------------------------------------------------------
Lgid NY LLC, submitted a Disclosure Statement for Plan of
Reorganization.
The Debtor is a limited liability company that at the time that it
commenced this Chapter 11case had been obligated under: (i) a
contract to purchase the real properties known as and located at
413, 417, 419 and 425 Washington Avenue, North Haven, Connecticut;
and (ii) a contract to purchase the real properties known as and
located at 405 Washington Avenue, North Haven, Connecticut
("collectively referred to as the "Properties").
To preserve its rights to purchase the Properties, on Dec. 21, 2022
the Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code with this Court. The Debtor's filing was
precipitated by the Debtor's need for additional time to consummate
the Purchase and Sale Agreements with the seller and to avoid
losing the deposits, in the aggregate amount of $700,000.
Under the Plan, Class 3 General Unsecured Claims totaling $750,000
and are impaired. On the Effective Date, the holder of Allowed
General Unsecured Claims will receive a prorata payment from the
Unsecured Fund.
Payments under the Plan will be paid from either the sale proceeds,
the exit financing, and any cash of the Debtor.
Counsel for the Debtor:
Joel Shafferman, Esq.
SHAFFERMAN & FELDMAN LLP
137 Fifth Avenue, 9th Floor
New York, NY 10010
Tel: (212) 509-1802
A copy of the Plan of Reorganization dated May 3, 2024, is
available at https://tinyurl.ph/IBODN from PacerMonitor.com.
About LGID NY LLC
LGID NY, LLC, a company in Brooklyn, N.Y., filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
22-43171) on Dec. 21, 2022, with $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Judge Elizabeth
S. Stong oversees the case.
The Debtor tapped Joel M. Shafferman, Esq., at Shafferman &
Feldman, LLP as legal counsel and the Law Office of Charles S.
Silver as special real estate counsel.
LIFEBACK LAW FIRM: Steven Nosek Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 12 appointed Steven Nosek as
Subchapter V trustee for LifeBack Law Firm, P.A.
Mr. Nosek will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Nosek declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Steven B. Nosek
10285 Yellow Circle Drive
Hopkins, MN 55343
Email: snosek@noseklawfirm.com
About LifeBack Law Firm
LifeBack Law Firm P.A. -- https://www.lifebacklaw.com –-
practices within Minnesota providing legal counsel for Chapter 7
and 13 bankruptcy.
LifeBack Law Firm P.A. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 24-60191)
on April 28, 2024. In the petition, the Debtor reported $1 million
to $10 million in both assets and liabilities. The petition states
funds will be available to unsecured creditors.
Judge Michael E. Ridgway oversees the case.
The Debtor is represented by John D. Lamey, III, Esq., at Lamey Law
Firm, P.A.
LOCKHART HOLDINGS: Property Sale Proceeds to Fund Plan
------------------------------------------------------
Lockhart Holdings, LLC, filed with the U.S. Bankruptcy Court for
the District of Columbia a Disclosure Statement in support of
Chapter 11 Plan of Liquidation dated May 7, 2024.
The Debtor was established in June 2018, to focus on two key areas:
developing affordable residential housing and exploring shipping
container housing as sustainable development in the District of
Columbia.
The Debtor's first acquisition, 5302 F Street, was made on Nov. 9,
2018, under the Department of Housing & Community Development's
("DHCD") Property Acquisition and Disposition Division ("PADD")
program. This initiative supports emerging small developers with
vacant and blighted properties at a discount for affordable
housing.
The Debtor secured a $585,000 construction loan from BRMK Lending,
LLC on June 25, 2019. Over nine months, the Debtor collaborated
with its team and the Department of Buildings (formerly DCRA) to
align with International Building Codes and DC Container Standards.
Subdivision approval and building permits were obtained on March
20, 2020. However, challenges arose with a second amendment to its
loan with BRMK, which coincided with the Covid-19 pandemic.
Despite hurdles, the Debtor's commitment to affordable housing
remained strong. It sought assistance from regulatory bodies and
engaged legal counsel to address BRMK's liquidity issues and draw
request delays. This led to a third amendment in November 2021,
totaling $1.2M. However, challenges persisted with BRMK, including
changes in draw request procedures and continuous delays in fund
disbursement.
Despite nearing project completion and securing a grant funding
commitment from Amazon, BRMK commenced foreclosure proceedings. In
an effort to stop the foreclosure, and continue to pursue the
completion of the project, the Debtor filed for Chapter 11
bankruptcy on July 19, 2023.
The Debtor anticipates that it will complete the construction of
its properties by mid-July 2024, and it will consummate the
marketing of the Properties for sale. It is from the proceeds of
sale, that the Debtor shall fund the Plan.
Class IV shall consist of the Allowed Unsecured Claims against the
Debtor. The Debtor believes that Allowed Unsecured Claims total
$98,609.08 as of the Commencement Date. The Debtor shall pay all
holders of Allowed Unsecured Claims pro-rata, from the remaining
sales proceeds after the payment of the allowed claims of Class I,
Class II, and Class III. Such payment shall be made within 30 days
of the payments to Classes I-III. This Class is impaired.
Class V consists of the Interests of the Debtor. The interests of
the Debtor were owned by DaBrielle Goodwin and John Lockhart, in
equal shares. The Plan does not require the interest holders to
make an equity contribution to the Debtor in order to hold onto
those interests. Class IV is an impaired class under the Plan.
The funds necessary to implement the Plan shall be generated from
the sales of the Debtor's real property. The closing of such sales
shall occur on or before the December 31 2024, and at the closing,
the Debtor shall pay the Claims set forth in Classes I through III
of the Plan, after payment of the ordinary and necessary costs of
closing the sales. DaBrielle Goodwin shall market the properties
for sale without any compensation.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=m8zy9O from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Steven H. Greenfeld, Esq.
Law Office of Steven H. Greenfeld, LLC
325 Ellington Boulevard, A#620
Gaithersburg, MD 20878
Telephone: (301) 881-8300
Email: Steveng@cohenbaldinger.com
About Lockhart Holdings
Lockhart Holdings, LLC was established in June 2018, to focus on
developing affordable residential housing and exploring shipping
container housing as sustainable development in the District of
Columbia.
The Debtor filed a voluntary petition for Chapter 11 protection
(Bankr. D.C. Case No. 23-00197) on July 19, 2023, with up to $10
million in both assets and liabilities. Dabrielle Goodwin,
managing member, signed the petition.
The Law Office of Steven H. Greenfeld, LLC represents the Debtor as
legal counsel.
MADISON TECHNOLOGIES: Reports $1.03 Million Net Loss in Q3 2023
---------------------------------------------------------------
Madison Technologies, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
and comprehensive loss of $1.03 million on $0 of revenues for the
three months ended Sept. 30, 2023, compared to a net loss and
comprehensive loss of $1.88 million on $0 of revenues for the three
months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss and comprehensive loss of $12.88 million on $0 of
revenues, compared to a net loss and comprehensive loss of $6.95
million on $0 of revenues for the nine months ended Sept. 30,
2022.
As of Sept. 30, 2023, the Company had $0 in total assets, $29.62
million in total current liabilities, and a total stockholders'
deficit of $29.62 million.
Madison Technologies said, "For the year ended December 31, 2022,
we generated no revenues from continuing operations, incurred a net
loss of $13,139,810 and as of December 31, 2022, had a working
capital deficit and an accumulated deficit of $13,860,314 and
$28,886,831, respectively. It is management's opinion that these
matters raise substantial doubt about our ability to continue as a
going concern for a period of twelve months from the issuance date
of this report. Our ability to continue as a going concern is
dependent upon management's ability to raise additional capital as
needed from the sales of stock or debt and further implement our
business plan. The accompanying condensed consolidated financial
statements do not include any adjustments that might be required
should we be unable to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1318268/000175392624001009/g084253_10q.htm
About Madision Technologies
Madison Technologies Inc., headquartered in Purchase, NY, is
seeking to create, develop and launch BlockchainTV, the
first-to-market 24/7 television broadcast and streaming
communications network designed to bring the most up-to-date
cryptocurrency information and entertainment to the masses in the
U.S. and around the world.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
Jan. 24, 2024, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
MAGENTA BUYER: BlackRock TCP Marks $37.1MM Loan at 63% Off
----------------------------------------------------------
BlackRock TCP Capital Corp has marked its $37,183,232 loan extended
to Magenta Buyer, LLC (McAfee) to market at $13,680,606 or 37% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in BlackRock TCP's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a Second Lien Term Loan to
Magenta Buyer, LLC (McAfee). The loan accrues interest at a rate of
16.44% (SOFR (Q) +8.51%, 0.75%) per annum. The loan matures on July
27, 2029.
BlackRock TCP classified the loan as a Non-accruing debt
investment.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Magenta Buyer, LLC (McAfee) is a provider of cybersecurity software
that derives revenue from the sale of security products,
subscriptions, SaaS, support and maintenance, and professional
services.
MBIA INC: Net Loss Narrows to $86 Million in Q1 2024
----------------------------------------------------
MBIA Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss
attributable to MBIA of $86 million on $13 million of total revenue
for the three months ended March 31, 2024, compared to a net loss
of $93 million on $2 million of total revenue for the three months
ended March 31, 2023.
The lower net loss was primarily due to favorable variances from
discontinued operations associated with Zohar-related recoveries at
MBIA Insurance Corporation, mark-to-market gains and losses on
interest rate swaps in our Corporate segment and foreign exchange
gains and losses on MBIA Global Funding medium-term notes. These
favorable variances were partially offset by higher losses and loss
adjustment expenses (LAE) and higher losses related to variable
interest entities. The greater losses and LAE largely resulted from
higher losses on Puerto Rico Electric Power Authority (PREPA)
exposure at National Public Finance Guarantee Corporation
(National) due to the delay of the potential implementation of the
restructuring plan, partially offset by a favorable variance at
MBIA Corp., primarily related to RMBS exposure that benefited from
changes in risk-free interest rates.
The Company also reported an Adjusted Net Loss of $24 million or
$(0.52) per diluted share for the first quarter of 2023 compared
with an Adjusted Net Loss of $1 million or $(0.03) per diluted
share for the first quarter of 2023. The greater net loss was
primarily due to the increase in losses and loss adjustment
expenses at National related to its PREPA exposure. Adjusted Net
Income (Loss) provides investors with views of the Company's
operating results that management uses in measuring financial
performance.
As of March 31, 2024, MBIA Inc.'s liquidity position totaled $376
million, consisting primarily of cash and cash equivalents and
liquid invested assets.
As of March 31, 2024 the Company has $2.5 billion in total assets,
$4.2 billion in total liabilities, and $1.7 billion in total
deficit.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/yc5jvvzs
About MBIA
MBIA Inc., together with its consolidated subsidiaries, operates
within the financial guarantee insurance industry. MBIA manages
its business within three operating segments: 1) United States
public finance insurance; 2) corporate; and 3) international and
structured finance insurance. The Company's U.S. public finance
insurance portfolio is managed through National Public Finance
Guarantee Corporation, its corporate segment is managed through
MBIA Inc. and several of its subsidiaries, including its service
company, MBIA Services Corporation, and its international and
structured finance insurance business is primarily managed through
MBIA Insurance Corporation and its subsidiaries.
As of March 31, 2024 the Company has $2.5 billion in total assets,
$4.2 billion in total liabilities, and $1.7 billion in total
deficit.
MBIA reported a net loss attributable to the Company of $195
million in 2022, a net loss attributable to the Company of $445
million in 2021, and a net loss attributable to the Company of $578
million in 2020.
* * *
Egan-Jones Ratings Company on September 28, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by MBIA Inc.
MELLO JOY: Armistead Long Named Subchapter V Trustee
----------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Armistead Long as
Subchapter V trustee for Mello Joy Distributing, LLC.
Mr. Long will be paid an hourly fee of $415 for his services as
Subchapter V trustee and an hourly fee of $140 for his legal
assistant. In addition, the Subchapter V trustee will receive
reimbursement for work-related expenses incurred.
Mr. Long declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Armistead M. Long
400 E. Kaliste Saloom Road
Lafayette LA 70508
Email: along@gamb.com
Phone: (337) 237-0132
About Mello Joy Distributing
Mello Joy Distributing, LLC operates as a coffee manufacturing and
distributing company. The company's services include full-service
packaging, delivery, and marketing. Mello Joy's products include
creamer and sugar, bottled water, coffee and tea.
Mello Joy Distributing sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. La. Case No. 24-50338) on April 25,
2024. In the petition filed by Gregory E. Elmore, as general
manager, the Debtor reported assets between $1 million and $10
million and liabilities between $500,000 and $1 million.
Judge John W. Kolwe oversees the case.
The Debtor is represented by H. Kent Aguillard, Esq.
MIDWEST DOUGH: Donald Swanson of Koley Named Subchapter V Trustee
-----------------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Donald L. Swanson
at Koley Jessen P.C., LL.O. as Subchapter V trustee for Midwest
Dough Guys, LLC.
Mr. Swanson will be paid an hourly fee of $455 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Swanson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Donald L. Swanson
Koley Jessen P.C., LL.O.
1125 S. 103rd St., Suite 800
Omaha, NE 68124
Phone: 402-343-3726
Email: don.swanson@koleyjessen.com
About Midwest Dough Guys
Midwest Dough Guys, LLC is an American chain of calzone
restaurants.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 24-40406) on April 30,
2024. In the petition signed by Nickolas T. Rowan, authorized
representative, the Debtor disclosed up to $500,000 in assets and
up to $10 million in liabilities.
Judge Thomas L Saladino oversees the case.
John A. Lentz, Esq., at Lentz Law, PC, LLO, represents the Debtor
as bankruptcy counsel.
MIKESELL TRADING: Case Summary & 16 Unsecured Creditors
-------------------------------------------------------
Debtor: Mikesell Trading LLC
d/b/a 1370 Collective
10428 Bluegrass Parkway
Louisville, KY 40299
Business Description: 1370 Collective is an Amazon-first
accelerated brand agency designed to help
apparel products become an Amazon
Bestseller.
Chapter 11 Petition Date: May 24, 2024
Court: United States Bankruptcy Court
Western District of Kentucky
Case No.: 24-31363
Debtor's Counsel: Charity S. Bird, Esq.
KAPLAN JOHNSON ABATE & BIRD LLP
710 West Main Street
Fourth Floor
Louisville, KY 40202
Tel: (502) 540-8285
Fax: (502) 540-8282
Email: cbird@kaplanjohnsonlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Evan Mikesell as director of
operations.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/JA3MYQI/Mikesell_Trading_LLC__kywbke-24-31363__0001.0.pdf?mcid=tGE4TAMA
MINIM INC: Incurs $3.26 Million Net Loss in First Quarter
---------------------------------------------------------
Minim, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $3.26 million
on $639,893 of net sales for the three months ended March 31, 2024,
compared to a net loss of $4.07 million on $10.75 million of net
sales for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $1.50 million in total
assets, $1.42 million in total liabilities, and $83,243 in total
stockholders' equity.
Minim said, "At March 31, 2024, we believe our current cash and
cash equivalents may not be sufficient to fund working capital
requirements, capital expenditures and operations during the next
twelve months. Our ability to continue as a going concern will
depend on our ability to obtain additional equity or debt
financing, attain further operating efficiencies, reduce or contain
expenditures and increase revenues. Based on these factors,
management determined that there is substantial doubt regarding our
ability to continue as a going concern. The Company will continue
to monitor its costs in relation to its sales and adjust
accordingly.
"Our future liquidity and capital requirements will be influenced
by numerous factors, including the extent and duration of any
future operating losses, the level and timing of future sales and
expenditures, the results and scope of ongoing research and product
development programs, working capital required to support our sales
growth, funds required to service our debt, the receipt of and time
required to obtain regulatory clearances and approvals, our sales
and marketing programs, our need for infrastructure to support our
sales growth, the continuing acceptance of our products in the
marketplace, competing technologies and changes in the market and
regulatory environment."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1467761/000182912624003547/miniminc_10q.htm
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
MULLEN AUTOMOTIVE: Signs $150M Stock Purchase Deal with Investor
----------------------------------------------------------------
Mullen Automotive Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 21, 2024, it entered
into a common stock purchase agreement with an equity line investor
pursuant to which the Investor has agreed to purchase from the
Company, at the Company's direction from time to time, in its sole
discretion, from and after the effective date of the Registration
Statement and until the earlier of (i) the 36-month anniversary of
the Commencement Date or (ii) the termination of the Purchase
Agreement in accordance with the terms thereof, shares of the
Company's common stock, par value $0.001 per share, having a total
maximum aggregate purchase price of $150,000,000, upon the terms
and subject to certain conditions and limitations.
In connection with the Purchase Agreement, the Company also entered
into a registration rights agreement with the Investor, pursuant to
which the Company agreed to file a registration statement with the
Securities and Exchange Commission covering the resale of the
shares of the Company's Common Stock issued to the Investor
pursuant to the Purchase Agreement by the 10th business day
following execution of the Purchase Agreement.
As consideration for its commitment to purchase the Company's
Common Stock under the Purchase Agreement, the Company has agreed
to issue shares of Common Stock equal to $6,000,000 divided by the
lower of (i) the VWAP on the effective date of the Initial
Registration Statement and (ii) the closing price of the Common
Stock on the effective date of the Initial Registration Statement
to the Investor. Half of the Commitment Shares will be issued upon
the effective date of the Initial Registration Statement and the
remaining amount will be delivered upon stockholder approval of the
issuance of shares in excess of the Exchange Cap; provided that all
Commitment Shares will be issued by the date that is six months
from the date of the Purchase Agreement.
After the Commencement Date, on any business day selected by the
Company, the Company may, from time to time and at its sole
discretion, direct the Investor to purchase such number of shares
of Common Stock that does not exceed 20% of the trading volume on
the Nasdaq Stock Market on the applicable purchase date at a
purchase price per share equal to 94% of the lower of: (i) the
lowest daily VWAP of any trading day during the 15 trading days
prior to, and including, the purchase date; and (ii) the closing
price of the Common Stock on the applicable purchase date. The
Company will control the timing and amount of any sales of its
Common Stock to the Investor, and the Investor has no right to
require the Company to sell any shares to it under the Purchase
Agreement. Actual sales of shares of Common Stock to the Investor
under the Purchase Agreement will depend on a variety of factors to
be determined by the Company from time to time, including (among
others) market conditions, the trading price of its Common Stock
and determinations by the Company as to available and appropriate
sources of funding for the Company and its operations. The
Investor may not assign or transfer its rights and obligations
under the Purchase Agreement.
The Purchase Agreement prohibits the Company from directing the
Investor to purchase any shares of Common Stock if those shares,
when aggregated with all other shares of Common Stock then
beneficially owned by the Investor and its affiliates (as
calculated pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and Rule 13d-3 thereunder), would result in
the Investor and its affiliates beneficially owning more than 9.99%
of the then total outstanding shares of the Company's Common
Stock.
The Company has agreed not to issue or sell to the Investor under
the Purchase Agreement any shares of its Common Stock, including
the Commitment Shares, in excess of 2,391,073 shares, which is
equal to 19.99% of the shares of Common Stock outstanding
immediately prior to the execution of the Purchase Agreement,
unless the Company obtains (in its sole discretion) stockholder
approval to issue shares in excess of the Exchange Cap, in
accordance with the applicable rules of Nasdaq.
The Purchase Agreement contains customary representations,
warranties, covenants, closing conditions and indemnification and
termination provisions. Sales under the Purchase Agreement may
commence only after certain conditions have been satisfied,
including effectiveness of the Initial Registration Statement.
The Purchase Agreement may be terminated by the Company at any
time, at its sole discretion, without any cost or penalty. From
and after the date of the Purchase Agreement until its termination,
the Company agreed to not effect or enter into an agreement to
effect any issuance by the Company or any of its subsidiaries of
Common Stock or Common Stock equivalents (or a combination of units
thereof), involving a Variable Rate Transaction (as defined in the
Purchase Agreement), other than in connection with an exempt
issuance as described in the Purchase Agreement. The Investor has
agreed not to cause or engage in any manner whatsoever, any direct
or indirect short selling or hedging of the Company's Common Stock.
The net proceeds under the Purchase Agreement to the Company will
depend on the frequency and prices at which the Company sells
shares of its Common Stock to the Investor. The Company expects
that any proceeds received by it from such sales to the Investor
will be used for working capital and general corporate purposes at
the Company's discretion.
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.
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.
MVK FARMCO: Moore & Van Allen Advises Lenders
---------------------------------------------
Moore & Van Allen (MVA) Financial Restructuring Member Luis
Lluberas led a multi-disciplinary team of MVA attorneys that
advised a group of Farm Credit lending institutions in the chapter
11 cases of MVK FarmCo LLC and its eight affiliated debtors, which
successfully concluded on April 15, 2024 with the consummation of a
chapter 11 plan. Prior to the filing of their chapter 11 cases in
the U.S. Bankruptcy Court for the District of Delaware (No.
23-11721 (LSS)), the debtors were collectively the largest producer
of stone fruit in North America selling products under the Prima®
Wawona brand. MVA's clients held significant positions in three
prepetition credit facilities aggregating to $678 million as well
as a $43 million postpetition "DIP" credit facility. Pursuant to
the chapter 11 plan, MVA's clients and other "propco" lenders
equitized their debt position and took title to the equity of
Wawona Farm Co. LLC, which owns several thousand acres of
productive real property located near Fresno, California.
The additional MVA attorneys advising the case were Financial
Restructuring Member Gabe Mathless, Associates Matt Taylor, and
Halee Smith, Corporate Member Kerry Irwin, and Associate Max
Neumann, Financial Services Member Meredith Reedy, and Associate
Quentin Becker, and Commercial Real Estate Counsel Paul Arena, and
Greg Faltin.
About MVK FarmCo
MVK FarmCo LLC and its affiliates -- https://prima.com/ -- are
providers of stone fruit, operating an integrated network of farms,
ranches and packaging facilities. Founded in 1999 and headquartered
in Fresno, Calif., the Debtors cultivate
approximately 18,000 acres of land nestled throughout the San
Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc., as claims and noticing agent. AP Services, LLC,
provides interim management and restructuring support services to
the Debtors.
NANOSTRING TECHNOLOGIES: Unsecureds Will Get 100% of Claims in Plan
-------------------------------------------------------------------
NanoString Technologies, Inc., and its Affiliated Debtors filed
with the U.S. Bankruptcy Court for the District of Delaware a
Disclosure Statement for the Chapter 11 Plan dated May 7, 2024.
Founded in 2003, the Debtors develop, manufacture, and market
various technologies that empower scientists to analyze biological
samples. The Debtors maintain their headquarters in Seattle,
Washington.
Debtor NanoString Technologies, Inc. is a publicly traded company
and, as of the Petition Date, had approximately 50.5 million issued
and outstanding shares of common stock.
Following the Petition Date, the Debtors and PWP continued their
discussions with potential bidders. On March 10, 2024, following
good faith, arm's length negotiations, the Debtors and the Stalking
Horse Bidder entered into the Asset Purchase Agreement (the
"Stalking Horse Purchase Agreement"), under which the Debtors
agreed to sell substantially all of their Assets to the Stalking
Horse Bidder, free and clear of all liens, claims, and
encumbrances, except where the Debtors agreed to transfer, and the
Stalking Horse Bidder expressly agreed to permit or assume, certain
encumbrances and certain liabilities of the Debtors.
The bid deadline for all other interested parties was April 12,
2024 at 5:00 P.M. The Debtors received one additional bid from
Bruker Corporation prior to the bid deadline. After multiple rounds
of bidding, the Debtors determined, in consultation with the
Consultation Parties, that Bruker was the successful bidder for
substantially all of the Assets.
On April 19, 2024, the Bankruptcy Court entered the an order
approving the Sale to Bruker. The transactions contemplated by the
Bruker Asset Purchase Agreement closed on May 6, 2024. On May 6,
2024, upon the Sale closing, the Debtors satisfied in full the
Allowed DIP Claims and the Prepetition First Lien Secured Claims
pursuant to the Final DIP Order and the Sale Order.
The Plan provides for the distribution of the Sale proceeds to
various Holders of Allowed Claims and for the wind-up the Debtors'
corporate affairs. The Plan also provides for the appointment of a
Plan Administrator that will, among other things, administer and
liquidate or otherwise resolve all Assets of the Debtors, including
the Retained Causes of Action.
The following is an overview of certain material terms of the
Plan:
* All Allowed Administrative Claims, Allowed Professional Fee
Claims, Allowed Priority Tax Claims, U.S. Trustee Fee Claims,
Restructuring Expenses, Allowed DIP Claims, Allowed Prepetition
First Lien Secured Claims, Allowed Other Secured Claims, Allowed
Priority Non-Tax Claims, and Allowed General Unsecured Claims will
be paid or otherwise satisfied in full as required by the
Bankruptcy Code and provided for in the Plan, unless otherwise
agreed to by the Holders of such Claims and the Debtors or Post
Effective Date Debtors.
* Holders of Allowed Prepetition Noteholder Unsecured
Subordinated Claims will receive Distributable Proceeds up to the
Face Amount of the Allowed Prepetition Noteholder Unsecured Claims,
including postpetition interest thereon, unless less favorable
treatment is otherwise agreed to by the Post-Effective Date Debtors
and the Holders of such Claims.
* Holders of Other Subordinated Claims and Allowed
Intercompany Claims will not be entitled to any distribution or
recovery on account of such Claims.
* As of the Effective Date, Holders of Interests shall not be
entitled to, and shall not receive or retain any property or
interest in property under the Plan on account of such Interests,
and all Interests of any kind will be deemed cancelled, released,
and extinguished and shall be of no further force or effect.
Notwithstanding the foregoing, in the event that there is in excess
of $[100,000] of Distributable Proceeds remaining after
satisfaction in full of all Allowed Claims in Classes 1, 2, 3, 4,
5, 6, and 7, each Holder of Interests, as of the Effective Date,
shall receive its pro rata share of the remaining available
Distributable Proceeds.
* The entry of the Confirmation Order shall constitute the
Bankruptcy Court's approval of each of the compromises and
settlements provided for in the Plan, and the Bankruptcy Court's
findings shall constitute its determination that such compromises
and settlements are in the best interests of the Debtors, their
Estates, Holders of Claims and other parties in interest, and are
fair, equitable and reasonable.
Class 4 consists of General Unsecured Claims. On, or as soon as
reasonably practicable after, the Effective Date, the Holders of
Allowed General Unsecured Claims shall receive from the Post
Effective Date Debtors, in full satisfaction of such Allowed
General Unsecured Claims, and with respect to Distributions on
account of the Prepetition 2025 Notes Claims, subject to the right
of the Prepetition 2025 Notes Trustee to assert its Prepetition
2025 Notes Trustee Charging Lien against such Distributions in
accordance with the 2025 Indenture, (i) Cash equal to the unpaid
portion of the Face Amount of such Allowed General Unsecured
Claims, including postpetition interest thereon; or (ii) such other
less favorable treatment as to which such Holders and the
Post-Effective Date Debtors shall have agreed upon in writing.
Except to the extent provided in section 506(b) of the Bankruptcy
Code, the Plan, the DIP Order, the Confirmation Order, the 2025
Indenture Documents, any applicable executory contract or unexpired
lease, or unless otherwise agreed by the Debtors or Post-Effective
Date Debtors, as applicable, postpetition interest shall accrue on
Allowed General Unsecured Claims from and after the Petition Date
at the Federal Judgment Rate. The allowed unsecured claims total
$224,010,000. This Class will receive a distribution of 100% of
their allowed claims. Class 4 is Unimpaired.
Class 5 consists of Prepetition Noteholder Unsecured Subordinated
Claims. The amount of claim in this Class total $43,412,432.77.
This Class will receive a distribution of 94.8% of their allowed
claims. On, or as soon as reasonably practicable after, the
Effective Date, each Holder of the Allowed Prepetition Noteholder
Unsecured Subordinated Claims shall receive from the PostEffective
Date Debtors, in full satisfaction of such Allowed Prepetition
Noteholder Unsecured Subordinated Claims either (i) its Pro Rata
share of $[41,150,509.51], plus postpetition interest thereon at
the contract rate of 6.95%, which shall be satisfied from
Distributable Proceeds; or (ii) such other less favorable treatment
as to which such Holders and the Post-Effective Date Debtors shall
have agreed upon in writing.
The Plan will be implemented by, among other things, the
appointment of the Plan Administrator and the making of
Distributions from the Assets, including, without limitation, Cash
and the proceeds, if any, from the Retained Causes of Action, by
the Post-Effective Date Debtors in accordance with the Plan and the
Plan Administrator Agreement.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=QNi2mi from PacerMonitor.com
at no charge.
Counsel to the Debtors:
Rachel C. Strickland, Esq.
Debra M. Sinclair, Esq.
Betsy L. Feldman, Esq.
Jessica D. Graber, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Email: rstrickland@willkie.com
dsinclair@willkie.com
bfeldman@willkie.com
jgraber@willkie.com
- and -
Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Allison S. Mielke, Esq.
Kristin L. McElroy, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: emorton@ycst.com
mlunn@ycst.com
amielke@ycst.com
kmcelroy@ycst.com
About NanoString Technologies
NanoString Technologies, Inc., offers an ecosystem of innovative
discovery and translational research solutions and empowers its
customers to map the universe of biology.
NanoString and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on
Feb. 4, 2024. In the petition signed by R. Bradley Gray, president
and chief executive officer, NanoString disclosed $100 million to
$500 million in both assets and liabilities.
The Debtors tapped Willkie Farr & Gallagher, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsels; AlixPartners, LLP as
financial advisor; Weil, Gotshal & Manges LLP as special patent
counsel; and Perella Weinberg Partners LP as investment banker.
Kroll Restructuring Administration LLC is the Debtors'
administrative advisor.
Gibson Dunn & Crutcher, LLP, and Sullivan & Cromwell, LLP, serve as
counsels to certain DIP lenders. Richards, Layton & Finger and
Houlihan Lokey Capital, Inc., act as Delaware bankruptcy counsel
and financial advisor to the DIP lenders. Meanwhile, Alston & Bird
and Potter Anderson serve as bankruptcy counsel and Delaware
counsel, respectively, to the DIP agent.
NATIONAL AMUSEMENTS: S&P Lowers ICR to 'CCC', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on National
Amusements Inc. (NAI) to 'CCC' from 'CCC+'. S&P also lowered the
issue-level rating on the term loan to 'B-' from 'B'.
The negative outlook reflects the risk that S&P could lower NAI's
rating if it believed the company could default within the next six
months.
S&P said, "We expect NAI's EBITDA and cash flow from operations
after dividend income will remain negative over the next 12 months.
Given the reduction of Paramount's quarterly dividend to 5 cents
per share, we expect NAI will receive about $13 million in
dividends in 2024, compared with $61 million annually before the
cut. As a result of the cut and the lagging effect on the
theatrical release slate from the Hollywood strikes of 2023, we
forecast NAI's S&P Global Ratings-adjusted EBITDA will be about
negative $40 million in 2024 and FOCF will be about negative $50
million. We believe this means the company's capital structure is
currently unsustainable due to roughly $18 million in annual cash
interest payments.
"We do not expect NAI will be able to repay the outstanding balance
on its term loan without refinancing or selling a portion of its
Paramount Global shares. NAI has about $200 million outstanding on
its term loan following the mandatory pre-payment of about $35
million that was due March 1, 2024. While the company does have
some real estate assets it could sell to generate cash, we do not
expect this would be enough to cover its debt. We also believe it
is unlikely NAI will pursue a debt refinancing before there is a
resolution with respect to the potential sale of Paramount Global.
Therefore, if there is no transaction consummated at Paramount
before the maturity of NAI's term loan at the beginning of May
2025, we expect the company would likely need to sell a portion of
its Paramount stock to repay the debt or extend its maturity.
"The negative outlook reflects the risk that we could lower NAI's
rating if we believed the company could default within the next six
months.
"We could lower our ratings if we expected the company to face a
default scenario over the next six months, including failing to
repay its debt in full at maturity or a subpar debt exchange before
maturity.
"We could raise the rating if NAI extended its debt maturities or
repaid its outstanding debt balance."
NATIONAL RIFLE ASSOCIATION: NYAG Says $6-Mil. Verdict Should Stand
------------------------------------------------------------------
Salvatore Cara of Law360 reports that New York AG says that $6
million National Rifle Association verdict should stand. A New
York state court should not undo a jury's finding that the National
Rifle Association allowed its officers to misappropriate $6.4
million of donor money, the state's attorney general has argued,
saying trial evidence abundantly laid out evidence of misconduct
and organizational failures.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
* * *
Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale
dismissed the National Rifle Association's Chapter 11 case Tuesday,
May 11, 2021, after finding the group filed its petition in bad
faith in order to gain advantage in litigation brought by New
York's attorney general. New York Attorney General Letitia James
sought the dismissal of the case. The judge condemned the NRA's
attempts to avoid accountability, making clear that the
organization's actions were "not an appropriate use of bankruptcy."
NATIONAL SIGNS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: National Signs, LLC
2611 El Camino St
Houston TX 77054
Business Description: National Signs is a signage and
architectural accents provider for
businesses and organizations. The Debtor is
a U.S. distributor of digital displays,
Daktronics scoreboards, LED displays,
digital signs, digital boards, monument
signs, and electronic message centers.
Chapter 11 Petition Date: May 24, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-32403
Debtor's Counsel: Richard Lee Fuqua II, Esq.
FUQUA & ASSOCIATES, P.C.
8558 Katy Freeway
Suite 119
Houston TX 77024
Tel: (713) 960-0277
Email: RLFuqua@FuquaLegal.com
Total Assets: $5,500,556
Total Liabilities: $9,379,206
The petition was signed by Gabriel Medina as controller.
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/CBTZZHA/National_Signs_LLC__txsbke-24-32403__0001.0.pdf?mcid=tGE4TAMA
NEW RUE21: Closes More Than 500 Stores in Chapter 11
----------------------------------------------------
Emily DeLetter of USA Today Network reports that rue21 has filed
for Chapter 11 bankruptcy and is closing all of its over 500
stores, including two in South Jersey malls.
Reuters reported that the teen fashion retailer plans to close all
of its 543 U.S. stores within the next two months while conducting
large "going out of business" sales, according to court documents
filed in U.S. Bankruptcy Court in Delaware. rue21 also plans to
sell its intellectual property.
rue21 has not issued a news release or commented publicly on the
bankruptcy as of Saturday morning. The company's website appears to
be down, with visitors being redirected to a maintenance page.
The store has locations at Cumberland Mall and Moorestown Mall, as
well as three in the greater Philadelphia area and two in
Delaware.
rue21 has filed for bankruptcy twice before
This is not the first time the retailer based in Warrendale,
Pennsylvania has filed for bankruptcy, previously filing in 2003
and 2017, when it closed 400 stores and cut about $700 million in
debt. Reuters reported that rue21 currently has approximately 4,900
employees and $194.4 million in debt.
The company was founded in 1970 as Pennsylvania Fashions Inc. and
operated under various brand names until it filed for bankruptcy in
2002. It exited bankruptcy in 2003 and was renamed to rue21.
rue21 tried to sell its business but could not find a buyer willing
to pay more than it would earn by liquidating its inventory and
shutting down stores, Reuters reported. It has hired the financial
consultant Gordon Brothers to help with store closing sales.
Other retailers file for bankruptcy
rue21 is the latest retailer to file for bankruptcy and close
stores. In April 2024, longtime mall retailer Express filed for
Chapter 11 bankruptcy and is closing approximately 95 Express
retail stores and all of the brand's UpWest stores. The fabric and
crafts store Joann filed for bankruptcy in March, although its
stores are not expected to close, and the U.K.-based The Body Shop
announced in March its U.S. subsidiary was no longer operational
and will be closing all stores.
About rue21 Inc.
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering the
latest trends at an affordable price point. It has core brands in
girls' apparel (rue21), intimate apparel (true), girls' accessories
(etc!), girls' cosmetics (ruebeaute!), guys' apparel and
accessories (Carbon), girls' plus-size apparel (rue+), and girls'
swimwear (ruebleu). The company is headquartered in Warrendale,
Pennsylvania and have one distribution center located in Weirton,
West Virginia.
rue21 sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Case No. 24-10939) on May 2, 2024. In its petition,
the Debtor reports estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Edmon L. Morton
Young Conaway Stargatt & Taylor, LLP
Shane M. Reil
Young Conaway
NEXII BUILDING: Trinity Capital Marks $10.6MM Loan at 70% Off
-------------------------------------------------------------
Trinity Capital Inc has marked its $10,641,000 loan extended to
Nexii Building Solutions, Inc to market at $3,179,000 or 30% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Nexii
Building Solutions, Inc. The loan accrues interest at a rate of
2.5% (Variable interest rate Prime + 7.0% or Floor rate 10.3%) per
annum. The loan matures on August 27, 2025.
The loan is on non-accrual status as of March 31, 2024 and is
therefore considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NEXII BUILDING: Trinity Capital Marks $2.6MM Loan at 71% Off
------------------------------------------------------------
Trinity Capital Inc has marked its $2,631,000 loan extended to
Nexii Building Solutions, Inc to market at $768,000 or 29% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Nexii
Building Solutions, Inc. The loan accrues interest at a rate of 0%
(Variable interest rate Prime + 7.0% or Floor rate 10.3%) per
annum. The loan matures on June 8, 2026.
The loan is on non-accrual status as of March 31, 2024 and
considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NEXII BUILDING: Trinity Capital Marks $5.3MM Loan at 70% Off
------------------------------------------------------------
Trinity Capital Inc has marked its $5,329,000 loan extended to
Nexii Building Solutions, Inc to market at $1,592,000 or 30% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Nexii
Building Solutions, Inc. The loan accrues interest at a rate of
2.5% (Variable interest rate Prime + 7.0% or Floor rate 10.3%) per
annum. The loan matures on June 8, 2026.
The loan is on non-accrual status as of March 31, 2024 and
considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NEXTCAR HOLDING: Trinity Capital Marks $2.2MM Loan at 46% Off
-------------------------------------------------------------
Trinity Capital Inc has marked its $2,274,000 loan extended to
NextCar Holding Company, Inc to market at $1,224,000 or 54% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to NextCar
Holding Company, Inc. The loan accrues interest at a rate of 5.3%
(Variable interest rate Prime + 5.8% or Floor rate 9.0%) per annum.
The loan was scheduled to mature June 30, 2024.
The loan is on non-accrual status as of March 31, 2024 and
considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NEXTCAR HOLDING: Trinity Capital Marks $2.8MM Loan at 46% Off
-------------------------------------------------------------
Trinity Capital Inc has marked its $2,843,000 loan extended to
NextCar Holding Company, Inc to market at $1,530,000 or 54% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to NextCar
Holding Company, Inc. The loan accrues interest at a rate of 5.3%
(Variable interest rate Prime + 5.8% or Floor rate 9.0%) per annum.
The loan was scheduled to mature June 30, 2024.
The loan is on non-accrual status as of March 31, 2024 and
considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NEXTCAR HOLDING: Trinity Capital Marks $3.4MM Loan at 46% Off
-------------------------------------------------------------
Trinity Capital Inc has marked its $3,411,000 loan extended to
NextCar Holding Company, Inc to market at $1,836,000 or 54% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to NextCar
Holding Company, Inc. The loan accrues interest at a rate of 5.3%
(Variable interest rate Prime + 5.8% or Floor rate 9.0%) per annum.
The loan was scheduled to mature June 30, 2024.
The loan is on non-accrual status as of March 31, 2024 and
considered non-income producing.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NORTH CAROLINA THEATRE: Seeks Extension to File Plan Until July 22
------------------------------------------------------------------
The North Carolina Theatre moves this Court for an Order allowing
it an extension of time within which to file its Plan of
Reorganization. In support of this Application the Debtor shows the
following:
* Pursuant to the Court's Order on Feb. 26, 2024, the Debtor's
Plan of Reorganization is due to be filed on or before May 23,
2024.
* The Debtor's Plan of Reorganization depends largely in part on
the outcome of receiving appropriations from the North Carolina
General Assembly. The amount of funding will have a vast impact on
the Debtor's ability to make disbursements to unsecured creditors,
future projections and the potential ability to facilitate a
2024-2025 season.
* If the Debtor files a Plan of Reorganization by the initial
deadline, namely May 23, 2024 and then receives funding from the
legislature, it will be required to file an amended plan, which
would likely propose drastically different plan treatments.
* Counsel for the Debtor has obtained the consent and support of
the Bankruptcy Administrator, the Sub-V Trustee, and the SBA for a
60 day extension, up to and including July 22, 2024, to file the
Plan of Reorganization.
* The Debtor prays that it be granted an additional 60 days up
to and including July 22, 2024 within which to complete and file
the Plan of Reorganization.
Attorneys for the Debtor:
Jason L. Hendren, Esq.
Rebecca F. Redwine, Esq.
Benjamin E.F.B. Waller, Esq.
Lydia C. Stoney, Esq.
HENDREN, REDWINE & MALONE, PLLC
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Tel: (919) 420-7867
Fax: (919) 420-0475
E-mail: jhendren@hendrenmalone.com
rredwine@hendrenmalone.com
bwaller@hendrenmalone.com
lstoney@hendrenmalone.com
A copy of the Application dated May 3, 2024, is available at
https://tinyurl.ph/VsGwp from PacerMonitor.com.
About The North Carolina Theatre
The North Carolina Theatre is a professional theatre company
producing live musical theatre.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00596) on February
23, 2024. In the petition signed by John A. Zaloom, chairman of the
Board of Directors, the Debtor disclosed $204,912 in assets and
$2,123,225 in liabilities.
Judge David M. Warren oversees the case.
Rebecca F. Redwine, Esq., at HENDREN, REDWINE & MALONE, PLLC,
represents the Debtor as legal counsel.
NUZEE INC: Incurs $1.65 Million Net Loss in Second Quarter
----------------------------------------------------------
Nuzee, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $1.65 million
on $605,761 of net revenues for the three months ended March 31,
2024, compared to a net loss of $1.97 million on $781,166 of net
revenues for the three months ended March 31, 2023.
For the six months ended March 31, 2024, the Company reported a net
loss of $3.80 million on on $1.96 million of net revenues, compared
to a net loss of $4.15 million on $1.92 million of net revenues for
the six months ended March 31, 2023.
As of March 31, 2024, the Company had $3.22 million in total
assets, $3.79 million in total liabilities, and a total
stockholders' deficit of $574,897.
Nuzee said, "The Company has not attained profitable operations
since inception. The Company has had limited revenues, recurring
losses and an accumulated deficit. These items raise substantial
doubt as to the Company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty. The Company's continued existence is dependent upon
management's ability to develop profitable operations and to raise
additional capital for the further development and marketing of the
Company's products and business."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1527613/000149315224021335/form10-q.htm
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats that partners with companies to help
them develop within the single serve and private label coffee
category.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
ONE FAT FROG: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: One Fat Frog, Incorporated
1801 Boice Pond Road, Bldg 100,
Ste 101
Orlando, FL 32837
Business Description: The Debtor is a food truck and trailer
manufacturer based in Orlando, Florida.
Chapter 11 Petition Date: May 2, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-02620
Judge: Hon. Lori V. Vaughan
Debtor's Counsel: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Email: jeff@bransonlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Connie Baugher 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/RWQWLVY/One_Fat_Frog_Incorporated__flmbke-24-02620__0001.0.pdf?mcid=tGE4TAMA
OPTINOSE INC: Closes $55 Million Shares Sale to Investors
---------------------------------------------------------
OptiNose Inc. entered into agreements for the sale of approximately
$55 million of its common stock and pre-funded common stock
warrants to a group of existing and new institutional investors in
a registered direct offering.
In the registered direct offering, the Company sold 31,800,000
shares of its common stock at a price of $1.00 per share,
representing the average closing price of the Company's common
stock on the Nasdaq Global Select Market for the five trading days
immediately preceding the signing of the binding agreement prior to
market close on May 8, 2024. In addition, the Company sold to
certain investors pre-funded warrants to purchase up to an
aggregate of 23,700,000 shares of its common stock at a price of
$0.999 per each pre-funded warrant, which represents the per share
offering price for the common stock less the $0.001 per share
exercise price for each such pre-funded warrant. The gross proceeds
from the offering are expected to be approximately $55 million,
before deducting estimated offering expenses.
The registered direct offering closed on May 10, 2024. Upon the
closing of the Registered Direct Offering, the exercise price of
the 30,268,000 outstanding warrants issued by the Company in
November 2022 will be reduced from $2.565 to $1.00, which is the
offering price of each Share sold in the Registered Direct Offering
pursuant to the anti-dilution price protection provisions of such
warrants. All other terms of the November 2022 Warrants will remain
unchanged.
The financing is being led by Nantahala Capital and the D.E. Shaw
group with participation from multiple other new and existing
healthcare focused investors.
"We appreciate the support of this group of new and existing
investors" said Ramy Mahmoud, MD, MPH, CEO of Optinose. "The
landmark efficacy evidence from two controlled trials, followed by
the first-ever FDA approval of XHANCE as a prescription treatment
for chronic rhinosinusitis without nasal polyps is a strong
foundation for pursuing future growth opportunities. We expect the
post-offering cash and cash equivalents of approximately $100
million to fund operations and debt service obligations through
2025. With a strengthened financial footing, our team looks forward
to helping millions of patients suffering from chronic sinusitis by
making the first effective prescription treatment broadly
available. Right now, our launch is focused on a specialty
prescriber audience, and we expect XHANCE net revenues to be
between $85 to $95 million for full year 2024," he concluded.
The securities were offered pursuant to an effective shelf
registration statement that was previously filed with the SEC on
August 10, 2023 and declared effective by the SEC on August 17,
2023 (File No. 333-273873). The securities are being offered by
means of a prospectus supplement and accompanying prospectus
relating to the offering that form a part of the registration
statement. A preliminary prospectus supplement relating to the
offering was filed with the SEC on May 9, 2024 and is available on
the SEC's website at www.sec.gov. A final prospectus supplement
containing additional information relating to the offering, will be
filed with the SEC and will be available on the SEC's website at
www.sec.gov.
The purchasers are:
-- BPCR Limited Partnership, a limited partnership established
under the laws of England and Wales
By: Pharmakon Advisors, LP, its Investment Manager
By: Pharmakon Management I, LLC, its General Partner
By: Pedro Gonzalez de Cosio, Managing Member
-- Biopharma Credit Investments V (Master) LP, a Cayman
Islands exempted limited partnership
By: BioPharma Credit Investments V GP LLC, its General
Partner
By: Pharmakon Advisors, LP, its Investment Manager
By: Pedro Gonzalez de Cosio, Managing Member
Biopharma Credit Plc serves as collateral agent.
OptiNose is represented in the deal by:
Stephen Nicolai
Hogan Lovells US LLP
1735 Market Street, 23rd Floor
Philadelphia, PA 19103
E-mail: stephen.nicolai@hoganlovells.com
A full-text copy of the Company's report filed on Form 8-K with
further information is available at https://tinyurl.com/4kcpp8x6
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.
OVIEDO-CLERMONT ROOFING: Aaron Cohen Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for Oviedo-Clermont Roofing, Inc.
Mr. Cohen will be paid an hourly fee of $315 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Oviedo-Clermont Roofing
Oviedo-Clermont Roofing, Inc. is a family-owned construction and
roofing company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02058) on April 26,
2024. In the petition signed by Richard G. Moriarty, III,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
PARAMETRIC SOLUTIONS: May 29 Disclosure Statement Hearing Set
-------------------------------------------------------------
Judge Mindy A. Mora has entered an order that the disclosure
hearing for Debtor Parametric Solutions, Inc. will be held on May
29, 2024 at 1:30 p.m. in 1515 N. Flagler Drive, 8th Floor,
Courtroom A, West Palm Beach, FL 33401.
Deadline for filing objections to disclosure statement will be on
May 22, 2024
Attorneys for the Debtor:
Dana Kaplan, Esq.
KELLEY KAPLAN & ELLER, PLLC
1665 Palm Beach Lakes Blvd, Ste. 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
E-mail: bankruptcy@kelleylawoffice.com
A copy of the Order dated May 3, 2024, is available at
https://tinyurl.ph/yUxFR from PacerMonitor.com.
About Parametric Solutions, Inc.
Parametric Solutions, Inc. provides architectural, engineering, and
related services. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on
August 3, 2023. In the petition signed by David Cusano, director,
the Debtor disclosed $6,147,086i in assets and $5,597,168 in
liabilities.
Judge Mindy A. Mora oversees the case.
Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, represents
the Debtor as legal counsel.
PAVILION PROPERTIES: Hearing on Sale of Property Set for May 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on May 29 on the proposed sale of Pavilion
Properties, LLC's real property.
Pavilion owns a commercial real estate located at 70 Old Bloomfield
Ave., Parsippany, N.J. It is presently leasing the property to Kidz
Ink II, Inc. which operates a daycare center from the property.
The company is selling the property to Simcha Lefkowitz pursuant to
the terms of their sale agreement or to another buyer with a better
offer.
Under the deal, the proposed buyer offered $4.7 million for the
property and agreed to pay 25% cash.
As part of the sale, Pavilion will assume its lease with Kidz Ink
II and then assign it to the buyer at closing. In addition, the
agreement contains a financing contingency in the amount of $3.525
million for the balance of the sale price.
After payment of closings costs, administrative expenses, and
secured and unsecured claims, the net proceeds will be paid to the
company.
Pavilion intends to put the assets up for bidding to solicit
"higher and better offers," according to the company's attorney,
Robert Schmidt, Esq., at Ast & Schmidt, P.C.
About Pavilion Properties
Pavilion Properties, LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of
real property located at 70 Old Bloomfield Ave., Parsippany, N.J.,
which is valued at $4.9 million.
Pavilion Properties filed voluntary Chapter 11 petition (Bankr.
D.N.J. Case No. 24-11407) on Feb. 14, 2024, with up to $10 million
in both assets and liabilities. Patricia Puschak, managing member,
signed the petition.
Robert L. Schmidt, Esq., at Ast & Schmidt, PC represents the Debtor
as legal counsel.
PEACHSTATE PEDALING: Unsecured Creditors to Split $87K in Plan
--------------------------------------------------------------
Peachstate Pedaling, LLC, submitted a Second Amended Plan of
Reorganization under Subchapter V dated May 6, 2024.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
The Debtor was operating out of a leased space located at 2484
Briarcliff Road, #25 and # 26, Atlanta, Georgia 30329 (the
"Premises"), that it was renting from Regency Centers, LP (the
"Landlord"). The Landlord filed a Motion for Relief from Stay on
August 16, 2023. Debtor and the Landlord resolved the Motion for
Relief via a consent order that was entered on September 19, 2023.
The Debtor defaulted under the consent order and the Landlord filed
an action to evict Debtor from the Premises in the Magistrate Court
of Fulton County, Georgia. Debtor vacated the Premises on December
31, 2023 and moved all of its inventory to a location on the
Atlanta Beltline where the Debtor's principal's rental bike
business is located. Debtor is no longer paying any rent and so has
far lower overhead than it had when it was operating out of the
Premises. Debtor is hopeful that with reduced overhead, it will be
able to successfully reorganize.
Class 3 shall consist of the Secured Claim of Arvest. Arvest filed
a proof of claim in the amount of $242,944.44. The Arvest Claim is
secured by a first priority lien on Debtor's equipment listed in
the Schedule of Financed Equipment attached to the Arvest Claim
(the "Arvest Collateral") pursuant to the Equipment Financing
Agreement and a UCC financing statement recorded in the record of
the Clerk of Coweta County Superior Court, File No.
038-2022-008720.
Arvest values the Arvest Collateral at $0.00. Accordingly, Arvest's
claim shall be treated as a Class 4 General Unsecured Claim and
Arvest shall receive the same treatment as general unsecured
creditors. Class 3 is Impaired and entitled to vote on the Plan and
shall only be entitled to vote with Class 4 General Unsecured
Claims.
Class 4 shall consist of General Unsecured Claims including any
potential deficiency claims. If the Plan is confirmed under Section
1191(a) of the Bankruptcy Code, Debtor shall pay the General
Unsecured Creditors in accordance with Section 4.3. If the Plan is
confirmed under Section 1191(b) of the Bankruptcy Code, Class 4
shall be treated the same as if the Plan was confirmed under
Section 1191(a) of the Bankruptcy Code.
The allowed unsecured claims total $764,725.77. This Class will
receive a distribution of $87,209.00. The Claims of the Class 4
Creditors are Impaired by the Plan, and the holders of Class 4
Claims are entitled to vote to accept or reject the Plan.
Class 5 consists of Eric Hunger as the only equity interest holder
of the Debtor. Mr. Hunger shall retain his interest in the
reorganized Debtor as the 100% owner of its outstanding membership
interests.
"Administrative and General Unsecured Creditors Payment" means the
projected disposable income of the Debtor to be received in the
three-year period beginning on the date that the first payment is
due to the General Unsecured Creditors under this Plan, which will
be applied to make payments under the Plan. The Administrative and
General Unsecured Creditors Payment shall be fixed based upon the
amount which is approximately $126,704.00.
The timing and amount of such payments shall be as follows: Debtor
shall pay the Administrative and General Unsecured Creditors
Payment in quarterly payments commencing on the 1st day of the
first full month following the Effective Date and continuing by the
1st day of each third month (or the next Business Day if the 1st
day is not a Business Day) for a total of 12 quarters. The first
four quarterly payments will be in the amount of $8,967.00, the
second four quarterly payments will be in the amount of $10,964.00,
and the final four quarterly payments will be in the amount of
$11,745.00.
The source of funds for the payments pursuant to the Plan is
Debtor's continued business operations.
A full-text copy of the Second Amended Plan dated May 6, 2024 is
available at https://urlcurt.com/u?l=2WeaCG from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
William A. Rountree, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
About Peachstate Pedaling
Peachstate Pedaling, LLC is a family-run brick and mortar retailer
that sells electronic bicycles as Electrobike Georgia and has
operated since 2015.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55307) on June 6,
2023, with up to $100,000 in assets and up to $10 million in
liabilities. Eric Hunger, owner, signed the petition.
Judge Jeffery W. Cavender oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the
Debtor's legal counsel.
PENDULUM THERAPEUTICS: Trinity Marks $1.4MM Loan at 45% Off
-----------------------------------------------------------
Trinity Capital Inc has marked its $1,405,000 loan extended to
Pendulum Therapeutics, Inc to market at $775,000 or 55% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Pendulum
Therapeutics, Inc. The loan accrues interest at a rate of 4%
(Variable interest rate Prime + 6.8% or Floor rate 10.0%) per
annum. The loan matures on July 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Pendulum Therapeutics -- https://pendulumlife.com/ -- is a
biotechnology company improving health through products targeting
the microbiome.
PERFORMANCE RESULTS: Unsecureds to Recover Between 10% & 28%
------------------------------------------------------------
Performance Results Plus, Inc., submitted a Second Amended Plan of
Reorganization dated May 6, 2024.
The Debtor is able to propose a feasible plan of reorganization to
this Court and its creditors. The Debtor commenced this Chapter 11
proceeding to address its financial situation in a centralized
forum.
The Debtor continues to operate its business successfully after the
filing of this case. No changes in management have occurred, and
Mr. Adkins continues as the president of the Debtor. Mr. Adkins
will continue as the president following the confirmation of a plan
of reorganization. Mr. Adkins, his wife and his son will continue
to be employed by the Debtor after confirmation. Mr. and Mrs.
Adkins each earn a salary of approximately $139,000 annually, and
Mitchell Adkins (son) earns $20/hour and works 20-30 hours per
week.
Shortly after filing, the Debtor took steps to sell certain
equipment which is not necessary for the Debtor's operations. The
proceeds of the sale of the equipment will be applied to the HNB
Note. The Debtor also determined that it was necessary to retain an
accountant.
The Debtor also objected to certain claims that were either paid or
released during this case, which was sustained by the Court. And
the Debtor filed a motion to determine the secured claim of KeyBank
which the Debtor originally believed held a purchase money security
interest in a certain piece of equipment. The Debtor's motion to
determine secured claim was granted by the Court.
The Debtor objected to the claim of CEH and CEH filed a response.
This matter is pending before the Court (the "CEH Claim
Litigation"). CEH filed a proof of claim in the approximate amount
of $1.9 million. The Debtor believes that it has no liability to
CEH. Counsel for the Debtor has reached out to counsel for CEH to
see if the matter can be settled without further litigation.
In addition, CEH filed a motion for relief from stay in which it
seeks to proceed with having the New York Supreme Court, Niagara
County, determine matters raised in the declaratory judgment action
filed by the Debtor prior to the Petition Date (the "NY Action").
The Debtor will use commercially reasonable efforts to litigate the
NY Action to its conclusion and will not abandon its claims in that
case unless permitted by order of the Bankruptcy Court.
This First Amended Plan of Reorganization under Chapter 11 of the
Bankruptcy Code proposes to pay creditors of the Debtor from cash
flow from future income.
Class 3.1 consists of Non-Priority Unsecured Creditors. Holders of
allowed non-priority unsecured claims in Class 3.1 will receive the
Debtor's projected disposable income after the payment of claims in
Class 2.1 for five years in semi-annual disbursements on April 30
and October 31 each year. In addition, claims in Class 3.1 will
receive the Debtor's portion of the net proceeds from the Mann
Litigation, if any. The Debtor estimates that the disbursements
without the proceeds of the Mann Litigation will total between 10%
and 28% of allowed claims in this class, depending on the outcome
of the CEH Claim Litigation.
Holders of allowed non-priority unsecured claims of insiders will
receive no distribution under the Plan.
Payments to be made under this Plan will be made from the funds of
the Debtor existing on the Effective Date, as well as funds
generated subsequent to the Effective Date from the Debtor's
operations. Funds may also be available from the Debtor's pursuit
of any avoidance actions available to it under Chapter 5 of the
Bankruptcy Code, should the Debtor choose to pursue any such
claims.
A full-text copy of the Second Amended Plan dated May 6, 2024 is
available at https://urlcurt.com/u?l=HUpVLy from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
John W. Kennedy, Esq.
Myron N. Terlecky, Esq.
STRIP, HOPPERS, LEITHART, MCGRATH & TERLECKY CO., LPA
575 South Third Street
Columbus, OH 43215-5759
Tel: (614) 228-6345
Fax: (614) 228-6369
Email: jwk@columbuslawyer.net
About Performance Results Plus
Performance Results Plus, Inc., owns and operates a hydraulic
machine shop. Performance Results sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52960) on
Aug. 28, 2023. In the petition signed by Michael L. Adkins,
president, the Debtor disclosed $3,219,882 in assets and $3,128,718
in liabilities.
Judge Kathryn Preston oversees the case.
John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky
Co., LPA, is the Debtor's legal counsel.
PETAL CARD: Trinity Capital Marks $10.8MM Loan at 16% Off
---------------------------------------------------------
Trinity Capital Inc has marked its $10,804,000 loan extended to
Petal Card Inc to market at $9,089,000 or 84% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in Trinity Capital's Form 10-Q for the quarterly period ended March
31, 2024, filed with the Securities and Exchange Commission.
Trinity Capital is a participant in a Secured Loan to Petal Card
Inc. The loan accrues interest at a rate of 11% (Variable interest
rate Prime + 7.5% or Floor rate 11.0%+Payment In Kind Interest Rate
1.0%) per annum. The loan matures on July 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, Arizona, 85004
Tel: (480) 374 5350
Petal Card, Inc. issues credit cards. The Company specializes in
credit underwriting decisions with machine learning and analyzing
customer's digital financial record and credit scores which allows
to issue credit cards to the customers. Petal Card serves customers
in State of New York.
PETAL CARD: Trinity Capital Marks $21.9MM Loan at 24% Off
---------------------------------------------------------
Trinity Capital Inc has marked its $21,939,000 loan extended to
Petal Card Inc to market at $16,750,000 or 76% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in Trinity Capital's Form 10-Q for the quarterly period ended March
31, 2024, filed with the Securities and Exchange Commission.
Trinity Capital is a participant in a Secured Loan to Petal Card
Inc. The loan accrues interest at a rate of 0% (Variable interest
rate Prime + 7.5% or Floor rate 11.75%+PIK Interest Rate 4.25%) per
annum. The loan matures on August 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Petal Card, Inc. issues credit cards. The Company specializes in
credit underwriting decisions with machine learning and analyzing
customer's digital financial record and credit scores which allows
to issue credit cards to the customers. Petal Card serves customers
in State of New York.
PETAL CARD: Trinity Capital Marks $7.5MM Loan at 16% Off
--------------------------------------------------------
Trinity Capital Inc has marked its $7,563,000 loan extended to
Petal Card Inc to market at $6,362,000 or 84% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in Trinity Capital's Form 10-Q for the quarterly period ended March
31, 2024, filed with the Securities and Exchange Commission.
Trinity Capital is a participant in a Secured Loan to Petal Card
Inc. The loan accrues interest at a rate of 11% (Variable interest
rate Prime + 7.5% or Floor rate 11.0%+Payment In Kind Interest Rate
1.0%) per annum. The loan matures on July 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Petal Card, Inc. issues credit cards. The Company specializes in
credit underwriting decisions with machine learning and analyzing
customer's digital financial record and credit scores which allows
to issue credit cards to the customers. Petal Card serves customers
in State of New York.
PLUS STUDIOS: Brian Shapiro Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 17 appointed Brian Shapiro as
Subchapter V trustee for Plus Studios, LLC.
Mr. Shapiro will be paid an hourly fee of $625 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Shapiro declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brian Shapiro
510 S. 8th Street
Las Vegas, NV 89101
Phone: (702) 386-8600
Email: brian@trusteeshapiro.com
About Plus Studios
Plus Studios, LLC is a curator of tradeshow experiences, unique
events and modernistic interiors.
Plus Studios filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-12035) on
April 26, 2024, listing up to $50,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Matthew S.
Naert as manager.
Timothy P. Thomas, Esq., at the Law Office of Timothy P. Thomas,
LLC represents the Debtor as counsel.
PP&G INC: Case Summary & 18 Unsecured Creditors
-----------------------------------------------
Debtor: PP&G, Inc.
10 Custom House Avenue
Baltimore, MD 21202
Chapter 11 Petition Date: May 23, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-14430
Judge: Hon. Michelle M. Harner
Debtor's Counsel: Brett Weiss, Esq.
THE WEISS LAW GROUP
8843 Greenbelt Road 299
Greenbelt, MD 20770
Tel: (301) 924-4400
Email: brett@BankruptcyLawMaryland.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lisa Ireland as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PFXMOHA/PPG_Inc__mdbke-24-14430__0001.0.pdf?mcid=tGE4TAMA
PROSOMNUS SLEEP TECHNOLOGIES: Hits Chapter 11 Bankruptcy
--------------------------------------------------------
Emlyn Cameron of Law360 reports that sleep apnea company, ProSomnus
Sleep Technologies, hits Chapter 11 over $41.5 million in Debt,
cash woes.
California-based ProSomnus, which produces devices to prevent sleep
apnea, said a balance sheet heavy with more than $41. 5 million in
debt and difficulty in funding its continued operations forced it
to file for Chapter 11 protections in Delaware.
About ProSomnus Sleep Technologies
Prosomnus Sleep Technologies was founded in 2016. The company's
line of business includes the manufacturing of dentures, artificial
teeth, and orthodontic appliances.
ProSomnus Sleep Technologies sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10972) on May 7,
2024. In its petition, the Debtor reports estimated assets between
$1 million and $10 million and estimated liabilities between $50
million and $100 million.
Honorable Bankruptcy Judge John T Dorsey handles the case.
The Debtor is represented by:
Shanti M. Katona
Polsinelli PC
PSG CONCRETE: Unsecureds Will Get 100% of Claims over 60 Months
---------------------------------------------------------------
PSG Concrete & Excavation, LLC, submitted a First Amended
Subchapter V Plan of Reorganization dated May 6, 2024.
This Plan is a 100% plan, providing for payment in full to: 1 class
of general unsecured claims; and 1 class of equity security
holders. Creditors receiving distributions under the Plan will be
paid from the net proceeds of the operations of the Debtor's
business, its projected cumulative disposable income.
Non-priority unsecured creditors will receive a 100% of their
allowed claims which is more than such creditors would receive
under a hypothetical Chapter 7 liquidation. This Plan also provides
for the payment of administrative and priority claims in full
(100%).
The Debtor's liquidation analysis shows that no distribution
($0.00) would be available to general unsecured creditors in a
hypothetical Chapter 7 liquidation. This Plan provides for 100% for
all allowed general unsecured creditors, which is far greater than
such creditors would receive under a hypothetical Chapter 7 to be
paid in 60 monthly payments, which is far more than non-priority
unsecured creditors would receive under a hypothetical chapter 7
case, which would result in no distribution to unsecured
creditors.
Class 1 consists of Allowed general unsecured claims. To the extent
the following unsecured creditors have Allowed clams, each such
creditor will receive 100% of its Allowed claim in 60 monthly
payments commencing on the Effective Date of the Plan. As of the
filing of this Amended Plan, it appears that there are general
unsecured claims totaling $551,919.96. Debtor shall make payments
as follows, to the extent such creditor's claims are deemed
allowed:
* De Lage Landen Financial Services, Inc.: $4,041.96 per month
for 60 months
* Blue Water, LLC: $403.90 per month for 60 months
* Dr. Timothy Lincoln: $574.24 per month for 60 months
* Verizon Connect: $97.62 per month for 60 months
* Mark Vincent Homes: $200 per month for 60 months
* Intuit: $213.33 per month for 60 months.
Class 2 consists of all membership interests, warrants, and equity
interests currently issued or authorized in the Debtor. Holders of
Class 2 claims shall retain their full equity interest in the same
amounts, percentages, manner and structure as existed on the
Petition Date.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the First Amended Subchapter V Plan dated May
6, 2024 is available at https://urlcurt.com/u?l=QnR4RS from
PacerMonitor.com at no charge.
Attorney for the Debtor:
WINTER PARK ESTATE PLANS & REORGS: A PRIVATE LAW PRACTICE
Melissa A. Youngman, Esq.
831 W. Morse Blvd.
Winter Park, FL 32789
407.374.1372
Phone: my@melissayoungman.com
About PSG Concrete & Excavation
PSG Concrete & Excavation, LLC, delivers concrete and asphalt to
businesses, commercial property owners, and commercial
contractors.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00044) on Jan. 5,
2024, with up to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Grace E. Robson oversees the case.
Melissa A. Youngman, Esq., at Winter Park Estate Plans & Reorgs, is
the Debtor's legal counsel.
QUEST PATENT: Incurs $431K Net Loss in First Quarter
----------------------------------------------------
Quest Patent Research Corporation filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $431,442 on $1.05 million of revenues for the three
months ended March 31, 2024, compared to a net loss of $939,365 on
$202,500 of revenues for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $8.35 million in total
assets, $15.01 million in total liabilities, and a total
stockholders' deficit of $6.66 million.
Quest Patent stated, "We have an accumulated deficit of
approximately $24,342,000 and negative working capital of
approximately $9,965,000 as of March 31, 2024. Although we
generated income in 2023, we incurred a loss for the three months
ended March 31, 2024 and we have a history of losses and can give
no assurance that we will generate income in the future. Because
of our history of losses, our working capital deficiency, the
uncertainty of future revenue, our obligations to Intelligent
Partners, QF3, and QFL, the low stock price of our common stock and
the absence of an active trading market in our common stock and our
failure to have effective internal controls over financial
reporting, as reflected in the restatement of its financial
statements for the year ended December 31, 2023, our ability to
raise funds in the equity market or from lenders is severely
impaired. These conditions, as well as any adverse consequences
which would result from our failure to meet the continued listing
requirements of the OTCQB, raise substantial doubt as to our
ability to continue as a going concern. Our revenue is generated
exclusively from license fees generated from litigation seeking
damages for infringement of our intellectual property rights.
Although we may seek to raise funds and to obtain third-party
funding for litigation to enforce our intellectual property rights,
the availability of such funds is uncertain. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/824416/000121390024043795/ea0205721-10q_quest.htm
About Quest Patent
Rye, New York-based Quest Patent Research Corporation --
http://www.qprc.com-- is an intellectual property asset management
company. The Company's principal operations include the
development, acquisition, licensing and enforcement of intellectual
property rights that are either owned or controlled by the Company
or one of its wholly owned subsidiaries. The Company currently
owns, controls or manages eleven intellectual property portfolios,
which principally consist of patent rights.
Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated March 28, 2024, citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
RACKSPACE TECHNOLOGY: Releases First Quarter 2024 Results
---------------------------------------------------------
Rackspace Technology, Inc. announced its results for its first
quarter ended March 31, 2024.
For the first quarter of 2024, the Company's revenue was $691
million, a decrease of 9% on a reported and constant currency basis
as compared to revenue of $759 million in the first quarter of
2023.
Private Cloud revenue was $268 million in the first quarter of
2024, a decrease of 15% on a reported basis and 16% on a constant
currency basis as compared to revenue of $315 million in the first
quarter of 2023.
Public Cloud revenue was $422 million in the first quarter of 2024,
a decrease of 5% on a reported and constant currency basis compared
to revenue of $444 million in the first quarter of 2023.
The first quarter of 2024 included a total of $593 million of
non-cash impairment charges compared to $543 million of non-cash
impairment charges in the first quarter of 2023.
Loss from operations was $653 million in the first quarter of 2024,
compared to loss from operations of $581 million in the first
quarter of 2023.
Non-GAAP Operating Profit was $16 million in the first quarter of
2024, a decrease of 68% compared to $51 million in the first
quarter of 2023.
Capital expenditures were $46 million in the first quarter of 2024,
compared to $72 million in the first quarter of 2023.
As of March 31, 2024, the Company had cash and cash equivalents of
$283 million with no balance outstanding on our New Revolving
Credit Facility ($375 million of undrawn commitments).
Commenting on the Results, Amar Maletira, Chief Executive Officer,
stated, "I'm pleased to announce that first quarter 2024 results
exceeded the high-end of guidance for revenue, operating profit,
and EPS. We continue to make steady progress on our turnaround, and
I'm encouraged by the continued success from implementing our
healthcare vertical strategy in Private Cloud and go-to-market
execution in our Public Cloud business."
Mr. Maletira added, "We successfully completed our debt refinancing
which provides ample liquidity and runway for our turnaround. Our
goal for 2024 is to position the business to generate consistent
revenue and profit growth."
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/5xcefjzr
About Rackspace Technology
Headquartered in San Antonio, Texas, Rackspace Technology, Inc. --
http://www.rackspace.com-- is an end-to-end multicloud technology
services company. The Company designs, builds, and operates its
customers' cloud environments across all major technology
platforms, irrespective of technology stack or deployment model.
The Company partners with its customers at every stage of their
cloud journey, enabling them to modernize applications, build new
products and adopt innovative technologies.
Rackspace reported a net loss of $804.8 million in 2022, a net loss
of $218.3 million in 2021, and a net loss of $245.8 million in
2020. As of June 30, 2023, the Company had $4.66 billion in total
assets, $4.63 billion in total liabilities, and $31.9 million in
total stockholders' equity.
* * *
As reported by the TCR on May 18, 2023, S&P Global Ratings lowered
its issuer credit rating on Rackspace to 'CCC+' from 'B-' and
revised the outlook to negative from stable. S&P said the negative
outlook reflects the rising risk of distressed exchange by the
Company from further EBITDA margin degradation and free cash flows
sustaining negative.
RAZOR GROUP: BlackRock TCP Marks $6.5MM Loan at 35% Off
-------------------------------------------------------
BlackRock TCP Capital Corp has marked its $6,534,515 loan extended
to Razor Group Holdings II, Inc. to market at $4,325,849 or 66% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in BlackRock TCP's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a First Lien C Term Loan to Razor
Group Holdings II, Inc. The loan accrues interest at a rate of 7%
per annum. The loan matures on September 30, 2028.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Razor Group Holdings II, Inc. is in the Diversified Consumer
Services Industry.
REGAL SAND: Kathleen DiSanto Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Regal Sand Realty,
LLC.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Regal Sand Realty
Regal Sand Realty, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01927) on April
9, 2024. In the petition signed by H. Brock Schowaller, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Judge Jason A. Burgess oversees the case.
Michael J. Duggar Esq., serves as the Debtor's legal counsel.
RESHAPE LIFESCIENCES: Registers 11.7MM Shares Resale by Armistice
-----------------------------------------------------------------
ReShape Lifesciences, Inc. filed a Form S-3 registration statement
with the U.S. Securities and Exchange Commission relating to the
resale, from time to time, of up to an aggregate of 11,698,161
shares of common stock, par value $0.001 per share, of the Company
by the selling stockholder, Armistice Capital Master Fund Ltd.,
including its donees, pledgees, transferees, assignees or other
successors-in-interest.
The selling stockholder acquired these shares from the Company
pursuant to:
(i) a warrant exercise agreement, dated June 16, 2022, to
which the Company issued warrants to purchase 74,773 shares of
common stock,
(ii) a securities purchase agreement, dated November 8, 2022,
pursuant to which the Company issued warrants to purchase 57,693
shares of common stock,
(iii) a securities purchase agreement dated April 20, 2023
pursuant to which the Company issued warrants to purchase 800,695
shares of common stock, and
(iv) a warrant exercise agreement dated November 21, 2023
pursuant to which the Company issued warrants to purchase
10,765,000 shares of common stock all of which are, or will become,
exercisable at an exercise price of $0.23 per share.
The warrants issued pursuant to the November 21, 2023 warrant
exercise agreement will become exercisable six months after
issuance, which is May 22, 2024. The number of shares of common
stock underlying the warrants and exercise price per share each
reflect the Company's 1-for-50 reverse stock split that was
effected on December 23, 2022.
The selling stockholder and any of its pledgees, donees,
transferees, assignees or other successors-in-interest may, from
time to time, sell, transfer or otherwise dispose of any or all of
their shares of common stock or interests in shares of common stock
on any stock exchange, market or trading facility on which the
shares are traded or in private transactions, directly or through
one or more underwriters, broker-dealers or agents. These
dispositions may be at fixed prices, at prevailing market prices at
the time of sale, at prices related to the prevailing market price,
at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions that may
involve crosses or block transactions.
Additionally, the selling stockholder will pay any underwriting
discounts and commissions and expenses incurred by the selling
stockholder for brokerage, accounting, tax or legal services or any
other expenses incurred by the selling stockholder in disposing of
the shares. The Company will bear all other costs, fees and
expenses incurred in effecting the registration of the shares
covered by this prospectus, including, without limitation, all
registration and filing fees, fees and expenses of its counsel and
independent registered public accountants.
The Company will not receive any of the proceeds from the sale of
shares of its common stock in this offering. The selling
stockholder will receive all of the proceeds from this offering.
A full-text copy of the Prospectus is available at
https://tinyurl.com/35hzktwf
About ReShape Lifesciences
ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight
loss and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat
obesity and metabolic disease.
ReShape Lifesciences reported a net loss of $11.38 million for the
year ended Dec. 31, 2023, compared to a net loss of $46.21 million
for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company
had $10.66 million in total assets, $4 million in total
liabilities, and $6.66 million in total stockholders' equity.
Irvine, California-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations and negative cash flows. The Company
currently does not generate revenue sufficient to offset operating
costs and anticipates such shortfalls to continue. This raises
substantial doubt about the Company's ability to continue as a
going concern.
RESOLUTE HOLDINGS: William Callahan Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed William Callahan,
Jr., Esq., at Gentry Locke as Subchapter V trustee for Resolute
Holdings, LLC.
Mr. Callahan will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Callahan declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
William E. Callahan, Jr., Esq.
Gentry Locke
10 Franklin Road, S.E., Suite 900
Roanoke, VA 24011
Phone: (540) 983-9309
Fax: (540) 983-9400
Email: callahan@gentrylocke.com
About Resolute Holdings
Resolute Holdings, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-60458) on April
26, 2024, with $1 million to $10 million in both assets and
liabilities. David Nielsen, president, signed the petition.
Paula S. Beran, Esq., at Tavenner & Beran, PLC represents the
Debtor as legal counsel.
RODAN & FIELDS: S&P Downgrades ICR to 'CCC-', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
skin care company Rodan & Fields LLC (R+F) to 'CCC-' from 'CCC'. At
the same time, S&P lowered its issue-level rating on R+F's super
priority second out term loan to 'CCC+' from 'B-' with a '1'
recovery rating. S&P also lowered its issue-level rating on the
super priority third out term loan to 'CC' from 'CCC' and revised
the recovery rating to '5' from '4'.
The negative outlook reflects the possibility of a lower rating
given the elevated risk of a default or debt restructuring within
the next six months.
S&P said, "The downgrade reflects our belief that the company could
default over the next six months, either by missing principal or
interest payment or restructuring its debt due to a liquidity
shortfall. R+F's capital structure remains unsustainable given its
high debt service cost of around $80 million, low EBITDA interest
coverage around 1x and negative free operating cash flow (FOCF)
generation (despite turning modestly positive in the first quarter
ended March 31, 2024). We continue to assess the company's
liquidity as weak because its liquidity sources are insufficient to
cover its cash needs over the next 12 months. The company had about
$32.6 million of cash at the end of April and no availability under
the $50 million revolver because the company drew on it to ensure
access to that source of liquidity to provide more flexibility. We
forecast the company will not generate positive FOCF in 2024
despite modestly positive FOCF in the first quarter, and will
steadily deplete its temporarily higher cash balances."
Financial covenants and debt service requirements remain pressured,
and the company has not yet produced its audited financial
statements. Recently, R+F amended its credit agreement to receive
an extension through May 31, 2024, for submission of its 2023
audit. S&P said, "We expect there could be a going concern opinion
in the audits given the company's tight liquidity. Under the
current credit agreement, the third-out term loan includes a PIK
interest option at the company's election on 40% of the outstanding
principal for the third quarter of 2023 through the first quarter
of 2024. The company elected to PIK the interest in the last three
quarters and will start paying cash interest of around $20 million
starting in the second quarter. We do not believe the company has
enough liquidity to make this payment in the third quarter of 2024.
In addition, the credit agreement has a minimum liquidity covenant
set at $25 million that is tested monthly, December 2023 through
June 2024; thereafter it is stepped up to $30 million. The minimum
EBITDA covenant is set at $65 million tested quarterly, commencing
December 2023. We forecast the company could violate the minimum
liquidity covenant and EBITDA covenant in the next six months if it
cannot improve its profitability and cash flow."
S&P believes industry headwinds will continue in 2024 and R+F's
ability to return to revenue growth is uncertain. The company's
topline and profit have declined significantly over the last five
years, attributable to declining consultants and customer base, as
well as the increased competition in the skincare category, from
both digital upstarts and industry giants such as Estee Lauder and
L'Oreal. The company launched turnaround plans a few years ago to
stabilize the core multilevel marketing business, add new
customers, and expand to product category adjacencies. However, the
company has not yet returned to topline growth, though its cost
reduction initiatives yielded some benefits.
The company released first quarter financials, which showed a 26%
revenue decline compared to last year due to higher promotions in
2023. EBITDA in the first quarter was flat year over year due to
continued cost management and lower headcount. In April, the
company announced that they have taken actions to further reduce
costs and shifted their convention strategy, which should generate
annual savings. FOCF in the first quarter was positive $4.8 million
due to working capital improvement from accounts receivable.
Despite some early signs of stabilization, S&P expects the
headwinds in the multilevel marketing industry will continue in
2024 and pressure the company's topline and profit and forecast
continued negative FOCF generation.
The negative outlook reflects the possibility of a lower rating
given the high likelihood of a default or debt restructuring within
the next six months.
S&P will lower its ratings if R+F:
-- Announces that it will miss an interest or principal payment
possibly because its cash interest burden increased as the PIK
component of its super priority third out term loan converts to
cash payment; or
-- Undertakes an exchange offer or restructures its debt
agreements in a way that we classify as distressed, including
changing existing payment terms without adequate compensation.
S&P could raise its ratings on R+F if we no longer believe it is at
risk of a default in the next six months. This could occur if:
-- R+F turns around its declining business and stabilizes its
revenue, EBITDA, and consultant and customer base, leading to
positive FOCF generation; and
-- R+F gets a clean audit with no going concern opinion.
ROYALE ENERGY: Incurs $770K Net Loss in First Quarter
-----------------------------------------------------
Royale Energy, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $770,110 on $659,934 of total revenues for the three months
ended March 31, 2024, compared to net income of $1 million on
$571,825 of total revenues for the three months ended March 31,
2023.
As of March 31, 2024, the Company had $15.26 million in total
assets, $27.18 million in total liabilities, $24.66 million in
mezzanine equity, and a total stockholders' deficit of $36.58
million.
Royale said, "The primary sources of liquidity have historically
been issuances of common stock, oil and gas sales through ongoing
operations and the sale of oil and gas properties. There are
factors that give rise to substantial doubt about our ability to
meet liquidity demands, and we anticipate that our primary sources
of liquidity will be from the issuance of debt and/or equity, the
sale of oil and natural gas property participation interests
through our normal course of business and the sale of non-strategic
assets.
"At March 31, 2024, our consolidated financial statements reflect a
working capital deficiency of $9,407,630, and an accumulated
deficit of $91,308,620. We had a net loss of $770,110 for the
three months ended March 31, 2024. These factors indicate that
there is substantial doubt about our ability to continue as a going
concern.
"Management's plans to alleviate the going concern by implementing
cost control measures that include, among other things, the
reduction of overhead costs, the sale of non-strategic assets, and,
if possible, obtaining additional financing. There is no assurance
that additional financing will be available when needed or that we
will be able to obtain any financing on terms acceptable to us and
whether we will become profitable and generate positive operating
cash flow. If we are unable to raise sufficient additional funds,
we will have to develop and implement a plan to further extend
payables, attempt to extend note repayments, and reduce overhead
until sufficient additional capital is raised to support further
operations. There can be no assurance that such a plan will be
successful."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1694617/000118518524000515/royaleinc20240331_10q.htm
About Royale
El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is
an independent oil and natural gas producer. Royale's principal
lines of business are the production and sale of oil and natural
gas, acquisition of oil and gas lease interests and proved
reserves, drilling of both exploratory and development wells, and
sales of fractional working interests in wells to be drilled by
Royale.
Ridgeland, Mississippi-based Horne LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company has suffered recurring
losses from operations and its total liabilities exceed its total
assets. This raises substantial doubt about the Company's ability
to continue as a going concern.
SANDY HOOK INVESTMENTS: June 20 Disclosure Statement Hearing Set
----------------------------------------------------------------
Judge Peter D. Russin has entered an order that the disclosure
hearing of Sandy Hook Investments, LLC, will be held on June 20,
2024 at 1:30 PM in U.S. Courthouse, 299 E Broward Blvd. Courtroom
301, Fort Lauderdale, FL 33301.
Proponent's deadline for serving this order, the disclosure
statement, and the plan will be on May 13, 2024.
Proponent's deadline for filing a motion under 11 U.S.C. Sec.
1121(e)(3) will be on June 13, 2024.
Deadline for filing objections to disclosure statement will be on
June 13, 2024.
Attorneys for the Debtor:
Adam I. Skolnik, Esq.
ADAM I. SKOLNIK, P.A.
1761 W. Hillsboro Blvd., Suite 207
Deerfield Beach, FL 33442
Tel: (561) 265-1120
Fax: (561) 265-1828
E-mail: askolnik@skolniklawpa.com
A copy of the Order dated May 3, 2024, is available at
https://tinyurl.ph/iUsqi from PacerMonitor.com.
About Sandy Hook Investments, LLC
Sandy Hook Investments, LLC owns four real properties in Florida
having a total value of $1.05 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18071) on October 2,
2023. In the petition signed by Cecelia Gail Ramos, managing
member, the Debtor disclosed $1,071,009 in assets and $804,000 in
liabilities.
Judge Peter D. Russin oversees the case.
Adam I. Skolnik, Esq., at Law Office of Adam I. Skolnik, PA,
represents the Debtor as legal counsel.
SAVANNAH CAPITAL: Court OKs Sale of Property to Winning Bidder
--------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for New Broughton
Street, LLC, an affiliate of Savannah Capital, LLC, to sell its
real property in Savannah, Ga., to the winning bidder.
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida approved the sale of the property to
Rhino Collective, LLC whose $6.545 million offer was selected as
the winning bid at the April 24 auction.
The property located at 322, 320, 318, 312, 310 West Broughton St.,
Savannah, Ga., is being sold in its "as is, where is" condition,
according to the sale contract between New Broughton and the buyer
If the sale with Rhino does not close, the property will be sold to
Roi Polani, the backup bidder. The backup bidder made a $6.49
million offer.
At closing, Ohio National Insurance Company, a secured creditor,
will be paid in full on its agreed upon payoff amount.
There are no other secured creditors.
About Savannah Capital
Savannah Capital, LLC is an asset management company based in
Savannah, Ga.
Savannah Capital and its affiliate, New Broughton Street, LLC,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
22-01431) on April 11, 2022. In the petitions filed by Kris Callen,
manager, both Debtors listed up to $50,000 in assets and up to $10
million in liabilities.
Judge Catherine Peek McEwen oversees the cases.
Jake C. Blanchard, Esq., at Blanchard Law, PA is the Debtors'
counsel.
SCHUCO HOLDINGS: Unsecured Creditors to be Paid in Full in Plan
---------------------------------------------------------------
Schuco Holdings LLC filed with the U.S. Bankruptcy Court for the
Middle District of Tennessee a First Amended Chapter 11 Plan of
Reorganization dated May 7, 2024.
Schuco Holdings LLC formed in 2017 as a real estate holding
company.
The Debtor has three creditors. One is an unsecured creditor. The
other two are both connected to the piece of real estate that the
debtor owns located at 7287 Sugarloaf Drive Nashville, TN 37211.
One is the lender is U.S. Bank Trust National Association, not in
its individual capacity but solely as Trustee of Fidelity &
Guaranty Life Mortgage Trust 2018-1 and the servicer is Fay
Servicing LLC. The other is the Sugar Valley Homeowner's
Association whose assessment and corresponding lien is being
collected by Association Client Shared Services Center.
The Debtor's plan would satisfy all claims in full. The Debtor will
utilize the rental market such that the Debtor will have sufficient
funds to cover the projected disposable income period.
Non-priority unsecured creditors holding allowed claims will
receive pro rata distributions totaling $30,000.00 from the debtor.
Class 4 shall consist of all unsecured claims. This class has one
creditor, Marco Juarez. Marco Juarez's claim is for $30,000.00.
This $30,000.00 claim will be paid in full, when the real estate
located at 7287 Sugarloaf Drive Nashville, TN 37211 is either
refinanced or sold.
Until the real estate located at 7287 Sugarloaf Drive Nashville, TN
37211 is either refinanced or sold, this class's claims will not
receive any monthly payments or interest. Any terms of the existing
note and security agreement evidencing this claim which may
conflict with the terms of the Plan shall be deemed modified by the
terms of this Plan.
Starting June 15, 2024, the Debtor will be renting the real estate
located at 7287 Sugarloaf Drive Nashville, TN 37211 to Marco
Juarez. Mr. Juarez will be paying $2,875.00 a month and those
payments will be used to fund this plan. The plan payments will
commence in July 2024. The parties have signed a lease agreement
indicating that $2,875.00 a month will be paid.
A full-text copy of the First Amended Plan dated May 7, 2024 is
available at https://urlcurt.com/u?l=u0lOKC from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Keith D. Slocum, Esq.
SLOCUM LAW
370 Mallory Station Road, Suite 504
Franklin, TN 37067
Telephone: (615) 656-3344
Facsimile: (615) 647-0651
Email: keith@keithslocum.com
About Schuco Holdings
Schuco Holdings, LLC formed in 2017 as a real estate holding
company.
The Debtor filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No.
24-00081) on Jan. 10, 2024, with $500,001 to $1 million in assets
and $100,001 to $500,000 in liabilities.
Judge Marian F Harrison presides over the case.
Vera McCoy, Esq., at Vmc Enterprises, LLC, represents the Debtor as
legal counsel.
SEARS HOLDINGS: Owner Loses 10-Year Lease to Chapter11 Trustee
--------------------------------------------------------------
Randi Love of Bloomberg Law reports that Sears Holdings Corp.'s
liquidating trustee secured possession of a $10-a-year lease with
Mall of America that was the subject of a winding legal battle that
reached the US Supreme Court last year, 2023.
Neither Minnesota-based Mall of America nor Transform Holdco LLC,
the successor to Sears Holdings Corp., are entitled to the 100-year
lease, Judge Colleen McMahon of the US District Court for the
Southern District of New York ruled Friday. The lease was
originally awarded in 2019 to Transform, an Eddie Lampert-owned
shell company. McMahon later vacated a bankruptcy court decision
awarding the lease to Transform.
The judge said in her Friday, May 3, 2024, decision that she
couldn’t void her prior ruling.
MOAC Mall Holdings LLC, which owns North America's largest mall,
had challenged the assignment of the below-market lease of the
former three-story Sears location when Transform bought the
department store out of bankruptcy. The legal dispute landed in
several courts before working its way up to the Supreme Court,
which found the district court had jurisdiction to decide who was
entitled to the assignment of the lease.
While Transform can’t gain control of the lease, neither can
MOAC, McMahon wrote in her order. MOAC argued it should’ve been
given control of the lease because it was the landlord of where the
store was located, the order said.
However, "MOAC received all the benefits, financial and otherwise,
to which it as Sears' landlord is entitled to" under the bankruptcy
code, McMahon said. Those benefits didn't include the lease, the
judge said.
She threw out MOAC's appeal "as moot for lack of any remedy."
Sears filed for Chapter 11 in 2018 after years of struggling
brought on by online competition, sluggish sales, and other
operational issues.
Patterson, Belknap, Webb & Tyler LLP and Ropes & Gray LLP
represents MOAC. Weil, Gotshal & Manges LLP represents the Sears
liquidating trustee. Dechert LLP and DLA Piper LLP represent
Transform.
The case is In re: Sears Holdings Corp., S.D.N.Y., No. 19-cv-09140,
5/3/24.
About Sears Holdings Corp.
Sears Holdings Corporation -- http://www.searsholdings.com/--
began as a mail ordering catalog company in 1887 and became the
world's largest retailer in the 1960s. At its peak, Sears was
present in almost every big mall across the U.S., and sold
everything from toys and auto parts to mail-order homes. Sears
claims to be a market leader in the appliance, tool, lawn and
garden, fitness equipment, and automotive repair and maintenance
retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings left it with 687 retail
stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands
as of mid-October 2018. At that time, the Company employed 68,000
individuals.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets against $11.33 billion in total liabilities.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and
Houlihan Lokey Capital, Inc. as investment banker.
The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.
In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal allowed 425 stores to remain open and provided
ongoing employment to 45,000 employees.
The new parent is Transform SR Brands LLC, doing business as
Transformco, referred to as "New Sears". Transform is an American
privately held company formed on Feb. 11, 2019, to acquire some of
the assets of Sears Holdings Corporation. The new company is owned
by Eddie Lampert's ESL Investments.
SIENTRA INC: Unsecureds Will Get 7% to 11% of Claims in Plan
------------------------------------------------------------
Mist Holdings, Inc., Debtor Affiliate of Sientra Inc., submitted an
Amended Combined Disclosure Statement and Joint Plan dated May 7,
2024.
The Plan is a joint chapter 11 plan which, among other things,
provides for a Plan Administrator to liquidate or otherwise dispose
of the remaining assets of the Estates, to the extent such assets
were not previously monetized to Cash or otherwise transferred by
the Debtors prior to the Effective Date.
In these Chapter 11 Cases, the Debtors have already liquidated
substantially all of their respective assets, excluding Causes of
Action that have not been waived or settled in accordance with or
pursuant to the Plan, in connection with the Sale Orders, which
effectuated a sale of substantially all of the Debtors' assets to
Tiger and Nuance. The Plan Administrator shall attempt to
liquidate, diligently and for the highest value reasonably
possible, the remaining Distributable Assets.
The net proceeds remaining from prior liquidations in connection
with the Sale Orders, together with the net proceeds from the
liquidation of the remaining Distributable Assets after the
Effective Date, will be used to fund recoveries under the Plan to
creditors. As of the Effective Date, the Debtors and Plan
Administrator will be funded with all the remaining assets of the
Debtors (except for certain carveouts including the Professional
Fee Escrow Amount) in accordance with the Wind-Down Budget.
The Debtors or the Plan Administrator will distribute all net
proceeds to creditors, including payment on behalf of all Allowed
DIP Facility Claims, Prepetition First Lien Secured Claims,
Administrative Expense Claims, Priority Tax Claims, Other Priority
Claims (Class 1), and Other Secured Claims (Class 2) (subject to
the Debtors' election of alternative treatments under the Plan and
solely to the extent of the value of the collateral which secured
such Claims), generally in accordance with the priority scheme
under the Bankruptcy Code, subject to the terms of the Plan.
Holders of Prepetition First Lien Secured Claims (Class 3) shall be
entitled to Prepetition First Lien Deficiency Claims and recoveries
in accordance with the Excess Cash Waterfall Recovery. Holders of
Prepetition First Lien Deficiency Claims shall be entitled to vote
on the Plan, but waive, and shall be deemed to have waived, the
right to receive any distribution under the Plan, pursuant to the
terms of the Committee Settlement, including from the General
Unsecured Claims Cash Pool, on account of such Prepetition First
Lien Deficiency Claims.
Holders of Allowed General Unsecured Claims (Class 4), exclusive of
Holders of Prepetition First Lien Deficiency Claims and Holders of
DIP Facility Deficiency Claims, shall receive their Pro Rata share
of the General Unsecured Claims Cash Pool.
Lastly, the Holders of Intercompany Claims (Class 5), Intercompany
Interests (Class 6), Interests in Sientra (Class 7), and Section
510(b) Claims (Class 8) will not receive any distributions or
property under the Plan. Interests in Sientra, including common
stock thereof, will be cancelled and extinguished.
Class 4 consists of General Unsecured Claims. On or as soon as
practicable after the Effective Date, each Holder of an Allowed
General Unsecured Claim shall receive a Pro Rata share of the
General Unsecured Claims Cash Pool.
For the avoidance of doubt, the Holders of any such Prepetition
First Lien Deficiency Claim or DIP Facility Deficiency Claims shall
be deemed to waive, and agree to waive, the right to receive any
distribution under the Plan, including from the General Unsecured
Claims Cash Pool. The allowed unsecured claims total $4,597,347.
This Class will receive a distribution of 7.0% to 11.0% of their
allowed claims.
Cash on hand, borrowings under the DIP Facility, the Distributable
Assets, if any, the Wind-Down Amount, the Tiger Secured Obligation,
the Debtors' rights under the Sale Transaction Documentation,
payments made directly by the Purchasers on account of any assumed
liabilities under the Sale Transaction Documentation, payments of
Cure Costs made by the Purchasers pursuant to sections 365 or 1123
of the Bankruptcy Code, the return of any utility deposits as set
forth in orders of the Bankruptcy Court, and all Causes of Action
not previously settled, released, or exculpated under the Plan, if
any, shall be used to fund the distributions to Holders of Allowed
Claims against the Debtors in accordance with the treatment of such
Claims and subject to the terms provided herein.
The Confirmation Hearing has been scheduled to commence on June 18,
2024 at 1:00 p.m. The deadline for objecting to Confirmation of the
Plan is June 7, 2024 at 5:00 p.m.
A full-text copy of the Amended Combined Disclosure Statement and
Plan dated May 7, 2024 is available at
https://urlcurt.com/u?l=6WiZ90 from Epiq Corporate Restructuring,
LLC, claims agent.
Co-Counsel to the Debtors:
Laura Davis Jones, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
Wilmington, DE 19801
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: ljones@pszjlaw.com
Nicole L. Greenblatt, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International, LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: nicole.greenblatt@kirkland.com
About Sientra Inc.
Sientra Inc. is a surgical aesthetics company in Irvine, Calif.
Sientra and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-10245) on Feb. 12, 2024. Ronald Menezes,
president and chief executive officer, signed the petitions.
As of Sept. 30, 2023, Sientra reported $139,933,000 in assets and
$171,978,000 in liabilities.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Kirkland & Ellis and Pachulski Stang Ziehl &
Jones, LLP as legal counsels; Berkeley Research Group, LLP as
restructuring advisor; and Miller Buckfire and unit Stifel as
investment banker. Epiq Corporate Restructuring, LLC is the claims
and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
SKILLZ INC: Reports First Quarter 2024 Results
----------------------------------------------
Skillz Inc. reported unaudited financial results for the first
quarter ended March 31, 2024.
The Company's First Quarter Financial Update (Unaudited) includes:
* Revenue of $25.2 million.
* Gross profit of $21.8 million.
* Net loss of $26.7 million.
* Adjusted EBITDA1 of $(17.7) million.
* Paying monthly active users (PMAU)2 of 121,000.
* Average Revenue Per Paying Monthly Active User (ARPPU)3 of
$69.8.
* Total operating expenses excluding cost of revenue of $48.6
million.
"Execution in the first quarter on our strategic initiatives met
with some short-term setbacks, particularly with our new customer
onboarding in the period. We have acted quickly to resolve these
issues to position Skillz to deliver top-line growth and positive
Adjusted EBITDA," said Andrew Paradise, Skillz' CEO. "We continue
to improve the payback period on our customer acquisition costs and
are now transitioning our efforts toward increasing our spend to
facilitate growth in our paying users while maintaining our focus
on driving value from our user acquisition spend. We believe these
efforts combined with further new feature introductions that drive
higher player retention and engagement over the balance of the year
will position Skillz to generate positive Adjusted EBITDA on a
run-rate basis by late this year."
Gaetano Franceschi, Skillz' CFO, added, "Our focus on managing
operating expenses, including focused user acquisition spend to
ensure we meet an appropriate payback period, continues to result
in year-over-year improvements in our Adjusted EBITDA loss and
quarterly operating cash burn. Skillz has a strong balance sheet,
including cash and restricted cash of more than $300 million at the
end of the first quarter. This provides us with the liquidity and
financial flexibility to continue prudently investing in our
operational turnaround priorities as we begin to transition toward
increasing our spend to drive profitable growth in the near term."
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/4srzxpsp
About Skillz Inc.
Las Vegas-based Skillz Inc. -- https://www.skillz.com/ -- is a
mobile games platform dedicated to bringing out the best in
everyone through competition. The Skillz platform helps developers
create multi-million dollar franchises by enabling social
competition in their games. Leveraging its patented technology,
Skillz hosts billions of casual eSports tournaments for millions of
mobile players worldwide, with the goal of building the home of
competition for all.
Skillz reported a net loss of $438.87 million in 2022, a net loss
of $187.92 million in 2021, and a net loss of $149.08 million in
2020. As of March 31, 2023, the Company had $612.16 million in
total assets, $357.77 million in total liabilities, and $254.38
million in total stockholders' equity.
* * *
As reported by the TCR on May 7, 2024, Moody's Ratings affirmed
Skillz Inc.'s Caa2 Corporate Family Rating, Caa2-PD Probability of
Default Rating and Caa2 rating on the $129.7 million outstanding
10.25% senior secured first-lien notes due December 2026. The
company's Speculative Grade Liquidity rating was downgraded to
SGL-3 from SGL-2. The outlook was changed to stable from negative.
On January 19, 2024, S&P Global Ratings retained its ratings on
Skillz Inc., including its 'CCC+' issuer credit rating, following
the assignment of the new management and governance (M&G)
assessment. S&P said, "The negative outlook on Skillz reflects
uncertainty around its ability to turn substantially negative cash
flow positive over the next three years given ongoing challenges in
reducing its operations and its unproven business model. We could
lower the rating if we envision a specific default scenario over
the next 12 months. A conventional default is unlikely due to the
company's substantial cash balance, but we could lower the rating
if it continues to burn cash at a high annual rate and we believe a
conventional default is likely, because user acquisition costs
remain elevated and users churn faster than expected due to changes
in the company's engagement marketing strategy. This scenario
assumes Skillz cannot raise additional capital; or Seeks to
restructure its debt obligations."
SMITH MICRO: Net Loss Widens to $31 Million in Q1 2024
------------------------------------------------------
Smith Micro Software, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $31 million on $5.8 million of total revenue for the
three months ended March 31, 2024, compared to a net loss of $6.9
million on $10.9 million of total revenue for the three months
ended March 31, 2023.
The Company has no outstanding debt and is continuing operations
and generating revenues in the normal course, however the Company
is dependent, to an extent, on the timing of subscriber and revenue
growth for its products and the related cash generation from that
growth or the ability to obtain the necessary capital to meet its
obligations and fund its working capital requirements to maintain
normal business operations. Management believes that the actions
presently being taken to implement the Company's business plan to
expand subscriber growth, including dynamic marketing campaigns, to
acquire new customers and to expand its offerings to existing
customers to generate increased revenues, and, if necessary, to
raise additional capital will support the Company's operations; as
such the financial statements do not include any adjustments that
may be necessary if the Company is unable to continue as a going
concern. The Company believes it would be able to raise additional
funds as necessary, through public or private equity offerings,
including via accessing its currently effective shelf registration,
debt financings, or a combination of these funding sources as
evidenced by the Company historically being able to complete debt
and equity financings, however it may not be able to secure
incremental capital in a timely manner or on favorable terms, if at
all. In order to preserve liquidity, the Company may also:
* Implement additional restructuring and cost reductions;
* Secure a revolving line of credit;
* Dispose of one or more product lines; and/or
* Sell or license intellectual property.
While management believes the Company's plans for growing revenue
and the other potential actions available to it would alleviate the
conditions that raise substantial doubt, these strategies are not
entirely within the Company's control and cannot be assessed as
being probable of occurring.
As of March 31, 2024, the Company has $55.4 million in total
assets, $10 million in total liabilities, and $45.4 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/4c2c2fye
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. From enabling the family digital lifestyle to providing
powerful voice messaging capabilities, the Company strives to
enrich today's connected lifestyles while creating new
opportunities to engage consumers via smartphones and consumer
Internet of Things devices. 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.
As of December 31, 2023, the Company had $85.6 million in total
assets, $10.2 million in total liabilities, and $75.4 million in
total stockholders' equity.
Los Angeles, Calif.-based SingerLewak LLP., the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated Feb. 26, 2024, citing that the Company has suffered recurring
losses from operations and has projected future cash flow
requirements to meet continuing operations in excess of current
available cash. This raises substantial doubt about the Company's
ability to continue as a going concern.
SOLOMON ENTERPRISES: Unsecured Claims are Unimpaired in Plan
------------------------------------------------------------
Solomon Enterprises, LLC proposes the following Plan of
Reorganization.
The Debtor owns 50% of a property located at 7 Oxford Blvd., Great
Neck, New York 11023. The other half is owned by Alexander
Borukhov, who is the son of David Borukhov. The Property is the
Debtor's sole significant asset. It is submitted by the Debtor that
the value of this asset is $885,000. The general plan is that the
Debtor will obtain new financing after a period of 7 months of
payments after the confirmation of this Plan. The payments will be
calculated on a Chapter 7 liquidation basis pursuant to 11 U.S.C.
1129(b). The minimum amount will be $885,000 unless a valuation
hearing amends that amount.
Class 2 consists of unsecured claims against the Debtor arising
prior to the Petition Date and will be paid in full. The Debtor
estimates that unsecured claims will not exceed $10,000. Class 2 is
unimpaired.
At the present time the Debtor has been making adequate protection
payments of $7,968. Upon confirmation of the Plan, said Plan, will
require payments of $5,343 to the Secured Creditor for a period of
7 months after which time the Debtor will have provided financing
to replace the existing mortgage. The Debtor has already commenced
trying to obtain financing options.
Attorney for Debtor:
Michael L. Previto, Esq.
150 Motor Parkway, Suite 401
Hauppauge, NY 11788
Tel: (631) 379-0837
A copy of the Plan of Reorganization dated May 3, 2024, is
available at https://tinyurl.ph/jwBLV from PacerMonitor.com.
About Solomon Enterprises LLC
Solomon Enterprises LLC is a limited liability company organized
under the laws of the State of New York.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. E.D.N.Y. Case No. 23-43726) on October 15, 2023, listing
$1,100,000 in assets and $1,409,000 in liabilities. David Borykhov
as president/owner, signed the petition.
Michael L. Previto, Esq. serve as the Debtor's legal counsel.
ST. CHRISTOPHER'S: Heidi Sorvino Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Heidi Sorvino, Esq., at
White and Williams, LLP as Subchapter V trustee for St.
Christopher's Inc. and The McQuade Foundation.
Ms. Sorvino will be paid an hourly fee of $950 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Sorvino declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Heidi J. Sorvino, Esq.
White and Williams, LLP
7 Times Square, Suite 2900
New York, NY 10036-6524
Phone: 212-631-4417
Email: Sorvinoh@whiteandwilliams.com
About St. Christopher's
St. Christopher's, Inc. is a residential treatment center providing
services to children with special needs. The Company empowers
children and youth with special needs with the social emotional
coping skills and strengths they need -- and the healthcare, mental
health and social support services they require -- to enter
adulthood confident and equipped to meet life's challenges and
opportunities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22373) on April 29,
2024, with $10 million to $50 million in assets and $1 million to
$10 million in liabilities. Dr. Sarah Ruback, chief executive
officer, signed the petition.
Judge Sean H. Lane presides over the case.
Janice B. Grubin, Esq., at Barclay Damon, LLP represents the Debtor
as legal counsel.
ST. MARGARET'S HEALTH: Unsecureds Owed $47K to Get 3.8% to 6.2%
---------------------------------------------------------------
St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley,
and the Official Committee of Unsecured Creditors submitted a
Disclosure Statement with respect to Joint Liquidating Plan dated
May 7, 2024.
The Debtors operated two hospitals in north central Illinois with
historically separate operations.
SMH-SV formerly operated a 44-bed licensed hospital (the "Spring
Valley Hospital") and related facilities in Spring Valley, Peru,
Granville, Henry, and Oglesby, Illinois (collectively with the
Spring Valley Hospital, the "Spring Valley Facilities").
SMH-P formerly operated a 49-bed licensed hospital (the "Peru
Hospital") in Peru, Illinois along with related facilities and
clinics in Peru, LaSalle, and Ogelsby, Illinois (collectively with
the Peru Hospital, the "Peru Facilities").
The Plan effectuates a distribution of the assets of the Estates to
creditors in accordance with the priorities set forth in the
Bankruptcy Code. The Plan provides that the Debtors' assets, to the
extent they have not already been liquidated, will be liquidated
and the proceeds of the liquidation of the assets will be utilized
according to the terms of the Plan, to pay Allowed Claims and to
fund the Creditor Trust and pay for its expenses. The assets
comprising the Creditor Trust are defined in the Plan as the
"Creditor Trust Assets"; the funds that are transferred into the
Creditor Trust, including the proceeds of any unsold Creditor Trust
Assets, are defined in the Plan as the "Creditor Trust Funds".
The Creditor Trustee will take actions to liquidate and administer
the remaining non-cash Creditor Trust Assets, including
investigating and, if determined to be appropriate, pursuing
Creditor Trust Causes of Action. The Creditor Trustee will make
distributions to creditors pursuant to the terms of the Plan and
prior orders of the Bankruptcy Court.
Holders of Allowed Secured Claims, Allowed Professional Fee Claims,
Allowed 503(b)(9) Claims, and Allowed Priority Claims, will be paid
in full upon the Effective Date, or as soon thereafter as is
practicable. Holders of Allowed Class 4 General Unsecured Claims
will receive a Pro Rata portion of remaining Creditor Trust Funds
in accordance with the Creditor Trust Agreement and the Plan.
Holders of Allowed Class 6 Equity Interests are not expected to
receive a distribution of any amounts, and all such interests will
be deemed canceled as of the Effective Date of the Plan.
Under the Plan, (i) the Creditor Trustee will distribute certain
cash generated during the Chapter 11 Cases and the liquidation of
remaining assets to creditors (other than SIR Claim holders) in
accordance with the Plan, the Creditor Trust Agreement, and the
priority scheme of the Bankruptcy Code, while (ii) the SIR Trustee
will distribute the SIR Trust Assets to holders of SIR Claims
according to the terms of the SIR Trust Agreement and the Plan.
Class 4(a) consists of General Unsecured Claims against SMH-P with
an estimated claims pool of $46,664,040. This Class will receive a
distribution of 3.8% to 6.2% of their allowed claims.
Class 4(b) consists of General Unsecured Claims against SMH-SV with
an estimated claims pool of $46,198,095. This Class will receive a
distribution of 0.3% to 9.0% of their allowed claims.
Class 4(a) Claims and Class 4(b) Claims are Impaired, and will be
paid Pro Rata in cash from Creditor Trust Assets, net of the
Creditor Trust Expenses, upon the later of: (a) the Effective Date;
(b) the date of allowance by order of the Bankruptcy Court; or (c)
the date on which the Creditor Trustee makes distributions under
the Plan on account of such Class 4 General Unsecured Claims. Each
holder of an Allowed Class 4 Claim is entitled to vote to accept or
reject the Plan.
Class 5(a)-(b) SIR Claims. Holders of Allowed Class 5(a) and Class
5(b) Claims shall be entitled to payment of such Claims Pro Rata
with all other Class 5 Claim holders (irrespective of subclass),
from cash from the SIR Trust Assets, net of any SIR Trust Expenses,
in accordance with the terms of the SIR Trust Agreement and the
Plan. Class 5 is Impaired by the Plan.
Class 6 Equity Interests in SMH-P and SMH-SV are not anticipated to
receive a distribution and are therefore deemed to reject the
Plan.
A full-text copy of the Disclosure Statement dated May 7, 2024 is
available at https://urlcurt.com/u?l=NRVc7W from PacerMonitor.com
at no charge.
Counsel to the Debtors:
Howard L Adelman, Esq.
Henry B. Merens, Esq.
Erich S. Buck, Esq.
Steven B. Chaiken, Esq.
Tevin D. Bowens, Esq.
ADELMAN & GETTLEMAN, LTD.
53 West Jackson Blvd., Suite 1050
Chicago, IL 60604
Tel: (312) 435-1050
Fax: (312) 435-1059
Counsel to the Official Committee of Unsecured Creditors:
John R. "Jack" O'Connor, Esq.
Elizabeth B. Vandesteeg, Esq.
Heidi M. Hockberger, Esq.
LEVENFELD PEARLSTEIN, LLC
120 S. Riverside Plaza, Suite 1800
Chicago, IL 60606
Tel: (312) 346-8380
Email: evandesteeg@lplegal.com
joconnor@lplegal.com
hhockberger@lplegal.com
About St. Margaret's Health - Peru
St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley
are providers of healthcare services.
The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case
No. 23-11641) on Aug. 31, 2023. At the time of the filing, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge David D. Cleary oversees the cases.
Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as
the Debtors' legal counsel. Hinshaw & Culbertson LLP as special
counsel. Huron Consulting Services LLC as financial advisor. Epiq
Corporate Restructuring, LLC as its noticing, claims, and balloting
agent.
STEM HOLDINGS: Incurs $19.4 Million Net Loss in FY Ended Sept. 30
-----------------------------------------------------------------
Stem Holdings, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$19.41 million for the year ended Sept. 30, 2023, compared to a net
loss of $17.53 million for the year ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $13.35 million in total
assets, $13.98 million in total liabilities, and a total
shareholders' deficit of $631,000.
Deer Park, IL-based LJ Soldinger Associates, LLC, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated May 24, 2024, citing that the Company had a net loss
of approximately $19 million, negative working capital of $0.7
million, and an accumulated deficit of $152 million as of and for
the year ended September 30, 2023. In addition, the Company has
operated in the production and sale of cannabis and related
products, an activity that is illegal under United States Federal
law for any purpose, by way of Title II of the Comprehensive Drug
Abuse Prevention and Control Act of 1970, otherwise known as the
Controlled Substances Act of 1970. These facts raise substantial
doubt about its ability to continue as a going concern.
Stem Holdings said, "Management believes that the Company has
access to capital resources through potential public or private
issuances of debt or equity securities. However, if the Company is
unable to raise additional capital, it may be required to curtail
operations and take additional measures to reduce costs, including
reducing its workforce, eliminating outside consultants, and
reducing legal fees to conserve its cash in amounts sufficient to
sustain operations and meet its obligations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1697834/000149315224021397/form10-k.htm
About Stem Holdings
Stem Holdings, Inc. is a Nevada corporation incorporated on June 7,
2016, and operated as an omnichannel, vertically-integrated
cannabis branded products and technology company with cultivation,
processing, extraction, retail, distribution, and
delivery-as-a-service (DaaS) operations in selective markets in the
United States. Stem's family of award-winning brands includes TJ's
Gardens, TravisxJames, and Yerba Buena flower and extracts;
Cannavore edible confections; and e-commerce delivery platforms
provide direct-to consumer proprietary logistics and an omnichannel
UX (user experience)/CX (customer experience). As of Sept. 30,
2023, the Company has discontinued its cannabis operations and all
cannabis related assets are held for sale as of Sept. 30, 2023.
STERILUMEN INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sterilumen, Inc.
3625 Kennesaw N Ind Pkwy NW
Kennesaw, GA 30144
Business Description: Sterilumen offers a portfolio of
technologically-advanced, energy efficient
air purifier and surface disinfectant
systems: Airocide by Sterilumen, Scientific
Air by Sterilumen and Lumicide by
Sterilumen.
Chapter 11 Petition Date: May 24, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22463
Judge: Hon. Sean H. Lane
Debtor's Counsel: Erica Aisner, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Email: eaisner@kacllp.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Hayman as chief operating
officer.
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/ZX6MTSQ/Sterilumen_Inc__nysbke-24-22463__0001.0.pdf?mcid=tGE4TAMA
STEWARD HEALTH CARE: Medical Properties Wants Talk With Debtor
--------------------------------------------------------------
Jim Silver of Bloomberg News reports that Medical Properties Trust
says it plans to engage in negotiations with Steward Health Care
and other stakeholders in Steward’s bankruptcy.
Plans to pursue all legal remedies to maximize its recovery
regarding Steward investments.
In addition to the master leases, the company holds a working
capital and other loans to Steward, in addition to a $362 million
loan to affiliates of Steward.
The company also holds a 9.9% equity investment in Steward.
About Steward Health Care
Steward Health is a physician-owned private for-profit health care
network in the United States and attends to 2.2 million people
during more than twelve million physician and hospital visits
annually.
Steward Health Care sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90213) on May 6,
2024. In the petition filed by John R. Castellano, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $1 billion and $10 billion each.
Honorable Bankruptcy Judge Christopher M Lopez handles the case.
The Debtor is represented by:
Gabriel Adam Morgan
Weil, Gotshal & Manges LLP
1900 N. Pearl Street
Suite 2400
Dallas, TX 75201
STEWARD HEALTH CARE: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Janine Phakdeetham of Bloomberg News reports that Steward Health
Care System LLC filed for bankruptcy early Monday, May 6, 2024,
after a period of mounting financial challenges and government
scrutiny over the impact of its hospital closures on patients.
The Dallas-based firm is finalizing a rescue loan with landlord
Medical Properties Trust Inc., according to the filing. It sought
Chapter 11 protection in the Southern District Court of Texas and
listed both assets and liabilities of $1 billion to $10 billion.
The bankruptcy filing allows Steward Health to keep operating while
it seeks approval for a restructuring plan. Steward operates more
than 30 hospitals across eight states and employs some 30,000
people, according to its bankruptcy website. It's the biggest
private for-profit hospital chain in the country.
Steward's liquidity crisis deepened this year as it struggled to
pay vendors and manage operations at its sites. The system moved to
close hospitals, including several in Massachusetts, to cut costs.
That prompted significant pushback and inquiry from the state's
politicians, including US Senator Elizabeth Warren.
It also moved to sell its managed services organization and hired
consultancy AlixPartners for operational help, Bloomberg reported.
Medical Properties
As part of the restructuring deal, Medical Properties — a US real
estate trust focused on health care facilities — is set to
provide initial debtor-in-possession funding of $75 million and an
additional loan of as much as $225 million if certain conditions
are met, it said in a statement. In January, Medical Properties
provided Steward Health with a $60 million bridge loan and deferred
some of its rent arrears.
Medical Properties fell as much as 11.5% in Monday, May 6, 2024,
trading as of 11:20 a.m. New York time. MPT has been the subject of
short attack for its finances and exposure to Steward.
Democratic lawmakers including Warren have also written to Cerberus
Capital Management about concerns regarding the private equity
firm's role in Steward's finances. Private equity firm Cerberus
created Steward after buying St. Elizabeth's and five other
Catholic hospitals in Massachusetts in 2010.
Cerberus made a roughly $800 million profit on its investment
before offloading its remaining interest to doctors in the company,
including Steward's now-Chief Executive Officer Ralph de la Torre,
Bloomberg reported in 2021.
The company blamed higher costs and insufficient government-program
reimbursement among the factors leading to the Chapter 11 filing.
The delay in the sale of its physician business unit Stewardship
Health forced it to look for an alternative source of funding.
Through the bankruptcy process, "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," de la Torre said in a statement.
The case is Steward Health Care System LLC, 24-90213, US Bankruptcy
Court for the Southern District Court of Texas.
About Steward Health Care
Steward Health is a physician-owned private for-profit health care
network in the United States and attends to 2.2 million people
during more than twelve million physician and hospital visits
annually.
Steward Health Care sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90213) on May 6,
2024. In the petition filed by John R. Castellano, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $1 billion and $10 billion each.
Honorable Bankruptcy Judge Christopher M Lopez handles the case.
The Debtor is represented by:
Gabriel Adam Morgan
Weil, Gotshal & Manges LLP
1900 N. Pearl Street
Suite 2400
Dallas, TX 75201
STEWARD HEALTH: Hires Cain Brothers as Hospital Investment Banker
-----------------------------------------------------------------
Steward Health Care System LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Cain Brothers, a division of KeyBanc Capital Markets
Inc., as hospital investment banker.
The firm's services include:
(a) providing perspectives and guidance to Counsel, the Board,
Transformation Committee, and senior management to assist in
decision-making processes;
(b) developing a timeline, identifying key milestones and
decision points, and assisting Counsel, the Board, the
Transformation Committee and senior management in maintaining
timely process momentum;
(c) establishing a financial framework for a series of
Transactions and assisting in preparing financial analyses;
assisting with third-party consultant reports;
(d) developing a list of potential Transaction
partners/purchasers;
(e) assisting the Company and Counsel and other advisors in
negotiations and execution of nondisclosure agreements, letters of
intent and/or term sheets;
(f) assisting with, coordinating and managing due diligence,
including managing a virtual data room, diligence information
requests and the Company’s responses;
(g) creating communication materials for presentations
including executive summaries, management presentations and board
updates;
(h) assisting in the preparation for a regulatory review to
achieve approval, including coordinating with legal counsel and
other consultants as appropriate regarding regulatory stakeholders;
and
(i) providing testimony, as necessary, with respect to matters
on which Cain Brothers has been engaged to advise hereunder in any
proceeding before the Bankruptcy Court.
The firm will be compensated as follows:
(a) Monthly Fee. A monthly fee of $125,000, creditable against
any Transaction Fee or Break-Up Fee.
(b) Transaction Fee. A Transaction fee due upon consummation
of each Transaction in an amount equal to the greater of (i) $1.0
million per Hospital in such Transaction, or (ii) 1.5 percent of
the Transaction Value for such Transaction.
(c) Break-Up Fee. If, following or in connection with the
termination, abandonment or failure to occur of any proposed
Transaction in respect of which Cain Brothers would otherwise be
entitled to receive a Transaction Fee, the Company, directly or
indirectly, receives "Compensation" from a potential counterparty,
the Company shall pay to Cain Brothers, promptly upon receipt of
such Compensation, a cash fee equal to 25 percent of such
Compensation.
(d) Expense Reimbursement. In addition to any fees that may be
paid to Cain Brothers under the Engagement Letter, whether or not
any Transaction occurs, the Company agrees to reimburse Cain
Brothers periodically for all reasonable and documented
out-of-pocket expenses incurred in connection with the performance
of its services under the Engagement Letter, including, but not
limited to, transportation, lodging, meals, document services,
courier charges, database services, word processing production and
reasonable fees and expenses of third parties retained by it, such
as legal counsel provided, however, that Cain Brothers shall not be
reimbursed for out-of-pocket expenses incurred in excess of $50,000
in the aggregate without the prior consent of the Company (which
will not be unreasonably withheld).
Cain Brothers is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
James Moloney
Cain Brothers
601 California Street, Suite 1505
San Francisco, CA 94108
Telephone: (415) 962-2961 / (415) 982-6536
Facsimile: (415) 398-3365
Email: jmoloney@cainbrothers.com
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. Tex. 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 Debtors' legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Debtors, and John Castellano of AlixPartners is serving as
the Debtors' 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 Debtors. McDermott Will & Emery is special corporate and
regulatory counsel for the Debtors. Kroll is the claims agent.
STEWARD HEALTH: Taps John R. Castellano of AP Services as CRO
-------------------------------------------------------------
Steward Health Care System LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ AP Services, LLC and designate John R. Castellano as
chief restructuring officer.
The firm will render these services:
-- Manage liquidity, including determining weekly disbursement
levels, and develop a short-term operating plan designed to
maximize liquidity while maintaining the efficiency of the Debtors'
operations, sustaining vendor relationships, and minimizing the
impact on the Debtors' vendor base and operations.
-- Support the Debtors' management team and its advisors in
developing and assessing strategic alternatives.
-- Inclusion and participation in executive leadership team
meetings and discussions.
-- Manage the advisors who are assisting the Debtors in their
exploration of strategic alternatives or who are working for the
Debtors' stakeholders.
-- Prepare and approve budgets, borrowing base certificates and
cash forecasts and evaluate variances thereto, as required by the
Debtors' lenders.
-- Develop communication plans, communicate with, and facilitate
the information needs of, the Debtors' stakeholders, including
existing and potential lenders.
-- Provide support to the Debtors' finance function including
oversight of cash receipts and disbursements forecasting, variance
tracking and reporting, cash and liquidity management, and
compiling information as needed to present to the Debtors'
stakeholders.
-- Develop the Debtors' revised business plan, and such other
related forecasts as may be required by the Debtors' lenders in
connection with negotiations or by the Debtors for other corporate
purposes.
-- Design, negotiate and implement a restructuring strategy
designed to maximize enterprise value.
-- Create and communicate diligence materials and manage the flow
of information to potential acquirers in connection with a
potential sale of the Debtors' assets.
-- Coordinate and provide administrative support for the chapter
11 proceeding and develop the Debtors' chapter 11 plan or other
appropriate case resolution, as necessary.
-- In connection with a chapter 11 filing, work with the Debtors'
other advisors to prepare (i) a disclosure statement and chapter 11
plan, (ii) a liquidation analysis, (iii) statements of financial
affairs and schedules of assets and liabilities, (iv) a potential
preference analysis, (v) a claims analysis, and (vi) monthly
operating reports and other regular reporting required by the
Court, if necessary.
-- Coordinate with the Debtors' professionals assigned to
sourcing, negotiating and implementing any financing, including
debtor-in-possession and exit financing facilities, in conjunction
with the chapter 11 plan and the overall restructuring, as
necessary.
-- Manage the "working group" professionals who are assisting the
Debtors in the reorganization process or who are working for the
Debtors' various stakeholders to improve coordination of their
effort and individual work product to be consistent with the
Debtors' overall restructuring goals.
-- Provide court testimony, if required.
-- Assist with such other matters as may be requested by the
Transformation Committee and are mutually agreeable.
The firm will charge these hourly fees:
Partner & Managing Director $1,225 - $1,495
Partner $1,200
Director $960 - $1,125
Senior Vice President $800 - $910
Vice President $640 - $790
Consultant $230 - $625
The Debtor paid a retainer in the amount of $750,000.
As disclosed in court filings, AP Services is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John Castellano
AP Services, LLC
300 N. LaSalle Street, Suite 1800
Chicago, IL 60654
Tel: (312) 346-2500
Email: jcastellano@alixpartners.com
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. Tex. 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: Taps Lazard as Restructuring Investment Banker
--------------------------------------------------------------
Steward Health Care System LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Lazard Freres & Co. LLC as restructuring investment
banker.
The firm's services include:
(a) reviewing and analyzing the Debtors' business, operations
and financial projections;
(b) evaluating the Debtors' potential debt capacity in light
of its projected cash flows;
(c) assisting in the determination of a capital structure for
the Debtors;
(d) assisting in the determination of a range of values for
the Debtors on a going concern basis;
(e) advising the Debtors on tactics and strategies for
negotiating with the Stakeholders;
(f) rendering financial advice to the Debtors and
participating in meetings or negotiations with the Stakeholders
and/or rating agencies or other appropriate parties in connection
with any Transaction;
(g) advising the Debtors on the timing, nature, and terms of
new securities, other consideration or other inducements to be
offered pursuant to any Transaction;
(h) advising and assisting the Debtors in evaluating any
potential Financing transaction by the Debtors, and, subject to
Lazard's agreement so to act and, if requested by Lazard, to
execution of appropriate agreements, on behalf of the Debtors,
contacting potential sources of capital as the Debtors may
designate and assisting the Debtors in implementing such
Financing;
(i) assisting the Debtors in preparing documentation within
Lazard's area of expertise that is required in connection with any
Transaction;
(j) attending meetings of the Board of Managers of Steward and
the Transformation Committee thereof with respect to matters on
which Lazard has been engaged to advise hereunder;
(k) providing testimony, as necessary, with respect to matters
on which Lazard has been engaged to advise hereunder in any
proceeding before the Bankruptcy Court;
(l) analyzing various Restructuring scenarios and the
potential impact of those scenarios on the potential recoveries of
those Stakeholders impacted by the Restructuring;
(m) providing financial and valuation advice and assistance to
the Debtors in developing and seeking approval of a chapter 11 plan
of reorganization or liquidation;
(n) assisting the Debtors with respect to certain transactions
that may be required to implement any Restructuring; and
(o) providing the Debtors with other financial restructuring
advice.
The firm will be compensated as follows:
(a) A monthly fee of $250,000 (the "Monthly Fee"), payable on
the first day of each month until the earlier of the completion of
the Restructuring or the termination of Lazard’s engagement
pursuant to Section 10 of the Engagement Letter. 50 percent of all
Monthly Fees paid in respect of any months following April 2024
shall be credited (without duplication) against any Restructuring
Fee payable.
(b) A fee equal to $12.0 million, payable upon the
consummation of a Restructuring (the "Restructuring Fee").
(c) A fee, payable upon consummation of a Financing (the
"Financing Fee"), equal to the applicable percentages of gross
proceeds as follows based on the type of Financing: (i) 1.5 percent
of any senior secured debt, plus (ii) 2.5 percent of any junior
secured, last-out, unsecured, or subordinated debt financing, plus
(iii) 3.5 percent of any equity, equity-linked or equity-stapled or
similarly bundled equity financing (including, but not limited to,
preferred or common equity, convertible debt, debt bundled or
stapled with equity or equity-linked financing, options, warrants,
or other rights to acquire interests). To the extent that the type
of Financing issued (including any "stapled" or similarly bundled
securities) would qualify as more than one of the types of
Financings listed above, the highest applicable fee percentage
shall apply). Twenty-five percent (25 percent) of any Financing
Fee(s) paid shall be credited (without duplication) against any
Restructuring Fee subsequently payable; provided that, in the event
of a Chapter 11 filing, fifty percent (50 percent) of any Financing
Fee(s) paid after such Chapter 11 filing (including, but not
limited to any Financing Fee(s) paid on account of any
"debtor-in-possession" Financing) shall be credited (without
duplication) against any Restructuring Fee subsequently payable.
(d) For the avoidance of any doubt, more than one fee may be
payable pursuant to each of clauses (a) and (c) above.
(e) In addition to any fees that may be payable to Lazard, and
regardless of whether any transaction occurs, the Company shall
promptly reimburse Lazard for all reasonable and documented
out-of-pocket expenses incurred by Lazard (including travel and
lodging, data processing and communications charges, courier
services and other expenditures) and the reasonable fees and
expenses of outside counsel, if any, retained by Lazard.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tyler W. Cowan, managing director Restructuring Group of Lazard
Freres & Co. 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:
Tyler W. Cowan
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10112
Tel: (212) 632-6000
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. Tex. 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 Debtors' legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Debtors, and John Castellano of AlixPartners is serving as
the Debtors' 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 Debtors. McDermott Will & Emery is special corporate and
regulatory counsel for the Debtors. Kroll is the claims agent.
STEWARD HEALTH: Taps Leerink as Healthcare Investment Banker
------------------------------------------------------------
Steward Health Care System LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Leerink Partners LLC as its healthcare investment
banker.
The firm will provide these services:
a. assist the Debtors in analyzing and evaluating the
business, operations and financial position of the Debtors;
b. assist the Debtors in the screening of interested potential
purchasers;
c. assist the Debtors in coordinating the potential
purchasers' due diligence investigations;
d. assist the Debtors in evaluating proposals that are
received from potential purchasers;
e. assist the Debtors in structuring and negotiating a
Transaction;
f. meet with the Debtors' Board of Directors (or equivalent
governing body) to discuss a proposed Transaction, its financial
implications and comparison to transactional alternatives;
g. assist the Debtors in connection with providing updates to
various stakeholders regarding a proposed Transaction;
h. assist the Debtors in developing a restructuring plan or
plan of reorganization to implement a Transaction;
i. provide oral and written testimony and related support, as
necessary, with respect to the matters on which Leerink has been
engaged to advise the Debtors; and
j. provide the Debtors with other financial restructuring
advice as Leerink and the Debtors may deem appropriate.
The firm will be compensated as follows:
(a) Monthly Fee
(i) A monthly fee (the "Monthly Fee") of $200,000. The
Monthly Fee shall be payable on the first day of each month until
the termination of Leerink Partners' engagement pursuant to Section
10 of the Engagement Letter. Fifty percent (50 percent) of all
Monthly Fees paid to Leerink Partners in respect of any months
following September 2024 shall be credited (without duplication)
against any Stewardship Health Sale Fee or Hospital Sale Fee
subsequently payable to Leerink Partners; provided, that, in the
event of a Chapter 11 filing, such credit shall only apply to the
extent that all fees hereunder are paid to Leerink Partners and
approved in their entirety by the Bankruptcy Court pursuant to a
final order not subject to appeal and which order is acceptable in
all respects to Leerink Partners, if applicable.
(b) Sale Fees
(i) In the case of a Stewardship Health Sale (whether
consummated in connection with a Restructuring or otherwise), a fee
(the "Stewardship Health Sale Fee") equal to 2.0 percent of the
Aggregate Consideration involved in such Stewardship Health Sale.
(ii) In the case of any Hospital Sale6 (whether consummated
in connection with a Restructuring or otherwise), a fee (the
"Hospital Sale Fee") equal to the greater of (A) 1.25 percent of
the Aggregate Consideration involved in such Hospital Sale and (B)
$1,000,000 in respect of each Subject Hospital7 that is the subject
of such Hospital Sale, provided, that, Hospital Sale Fees paid to
Leerink Partners on account of Subject Hospitals located in the
state of Florida shall not exceed $15,000,000 in the aggregate.
(iii) Any Stewardship Health Sale Fee or Hospital Sale Fee
shall be payable upon consummation of the applicable Transaction.
(c) One Hundred Percent (100 percent) of Financing Fees paid
to Leerink Partners plus $300,000 of the total Advisory Retainer
Fees paid to Leerink Partners pursuant to the Original Agreement
shall be credited (without duplication) against any Stewardship
Health Sale Fee or Hospital Sale Fee payable to Leerink Partners
pursuant to this Agreement.
(d) For the avoidance of any doubt, (i) more than one fee may
be payable pursuant to each of clauses (a) and (b)(ii) above and
(ii) to the extent a Transaction or series of Transactions
qualifies for fees pursuant to one or more of clauses (a), (b)(i)
and (b)(ii) above, each such fee shall be payable on account of
such Transaction or series of Transactions.
(e) In addition to any fees that may be payable to Leerink
Partners and, regardless of whether any transaction occurs, the
Company shall promptly reimburse Leerink Partners for all
reasonable expenses incurred by Leerink Partners (including travel
and lodging, data processing and communications charges, courier
services and other expenditures) and the reasonable fees and
expenses of counsel, if any, retained by Leerink Partners.
M. Toby King, senior managing director, at Leerink Partners LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
M. Toby King
Leerink Partners LLC
53 State Street, 40th Floor
Boston, MA 02109
Tel: (617) 918-4000
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. Tex. 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: Taps McDermott Will & Emery as Special Counsel
--------------------------------------------------------------
Steward Health Care System LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ McDermott Will & Emery LLP as special counsel.
The firm's services include:
(a) assisting with any sales of discrete assets or business
lines pursuant to section 363 or any other applicable provisions of
the Bankruptcy Code, including sales of certain of the Debtors'
hospitals, Stewardship Health, and other business lines;
(b) continuing to assist the Debtors with ongoing litigation
and governmental investigation matters;
(c) providing healthcare regulatory advice in connection with
the Debtors' restructuring and chapter 11 cases;
(d) continuing to assist the Debtors with certain matters,
including, without limitation, general healthcare regulatory
advice, and internal and external investigations and disputes; and
(e) providing such other advice as may be necessary relating
to the above-mentioned services.
McDermott's hourly rates are:
Partners $1,215 to $2,060
Associates $725 to $1,215
Paraprofessionals $100 to $1,415
The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Revised UST
Guidelines:
Question: Did McDermott agree to any variations from, or
alternatives to, McDermott's standard billing arrangements for this
engagement?
Answer: No. McDermott and the Debtors have not agreed to any
variations from, or alternatives to, McDermott's standard billing
arrangements for this engagement. The rate structure provided by
McDermott is appropriate and is not significantly different from
(a) the rates that McDermott charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
Question: Do any of the McDermott professionals in this
engagement vary their rate based on the geographic location of the
Debtors' chapter 11 cases?
Answer: No. The hourly rates used by McDermott in representing
the Debtors are consistent with the rates that McDermott charges
other comparable clients.
Question: If McDermott has represented the Debtors in the 12
months prepetition, disclose McDermott's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If McDermott's
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Answer: McDermott's currently hourly rates for services rendered
on behalf of the Debtors range as follows:
Partners $1,215 to $2,060
Associates $725 to $1,215
Paraprofessionals $100 to $1,415
Question: Have the Debtors approved McDermott's budget and
staffing plan, and, if so, for what budget period?
Answer: McDermott, in conjunction with the Debtors and Weil,
Gotshal & Manges LLP, as restructuring counsel to the Debtors, is
developing a prospective budget and staffing plan for these chapter
11 cases.
Byron Kalogerou, Esq., a partner in the law firm of McDermott Will
& Emery, assured the court that his firm is a "disinterested
person" within the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
Byron Kalogerou, Esq.
McDermott Will & Emery LLP
200 Clarendon Street, Floor 58
Boston, MA 02116-5021
Tel: (617) 535-4000
Fax: (617) 535-3800
Email: bkalogerou@mwe.com
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. Tex. 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 Debtors' legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Debtors, and John Castellano of AlixPartners is serving as
the Debtors' 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 Debtors. McDermott Will & Emery is special corporate and
regulatory counsel for the Debtors. Kroll is the claims agent.
STRATIFYD INC: Trinity Capital Marks $4.4MM Loan at 17% Off
-----------------------------------------------------------
Trinity Capital Inc has marked its $4,457,000 loan extended to
Stratifyd, Inc to market at $3,714,000 or 83% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in Trinity Capital's Form 10-Q for the quarterly period ended March
31, 2024, filed with the Securities and Exchange Commission.
Trinity Capital is a participant in a Secured Loan to Stratifyd,
Inc. The loan accrues interest at a rate of 6.8% (Variable interest
rate Prime + 7.8% or Floor rate 11.0%) per annum. The loan matures
on July 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
Stratifyd, Inc. provides technology solutions. The Company offers
data science research-grade analytics solutions to various
industries. Stratifyd serves customers globally.
SUITED CONNECTOR: BlackRock TCP Marks $5.2MM Loan at 27% Off
------------------------------------------------------------
BlackRock TCP Capital Corp has marked its $5,226,567 loan extended
to Suited Connector, LLC to market at $3,815,394 or 73% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in BlackRock TCP's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a First Lien Term Loan to Suited
Connector, LLC. The loan accrues interest at a rate of 13.5% (SOFR
(Q), 1% Floor) per annum. The loan matures on December 1, 2027.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Suited Connector, LLC, doing business as MORTGAGE.INFO, is a
mortgage lender matching company.
SUITED CONNECTOR: BlackRock TCP Marks $822,389 Loan at 27% Off
--------------------------------------------------------------
BlackRock TCP Capital Corp has marked its $822,389 loan extended to
Suited Connector, LLC to market at $600,344 or 73% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in BlackRock TCP's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
BlackRock TCP is a participant in a Senior Secured Revolver Loan to
Suited Connector, LLC. The loan accrues interest at a rate of
13.52% (SOFR (Q), 1% FLOOR) per annum. The loan matures on December
1, 2027.
BlackRock TCP, formerly known as TCP Capital Corp., is a Delaware
corporation formed on April 2, 2012 as an externally managed,
closed-end, non-diversified management investment company. The
Company elected to be regulated as a business development company
under the Investment Company Act of 1940, as amended.
BlackRock TCP is led by Rajneesh Vig, Chief Executive Officer; and
Erik L. Cuellar, Chief Financial Officer. The fund can be reach
through:
Rajneesh Vig
BlackRock TCP Capital Corp
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Tel: (310) 566-1000
Suited Connector, LLC, doing business as MORTGAGE.INFO, is a
mortgage lender matching company.
SUPOR PROPERTIES: Court OKs Bid Rules for Sale of Assets
--------------------------------------------------------
Supor Properties Enterprises, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the District of New
Jersey to solicit bids for their assets.
The assets up for sale include the companies' real properties in
Harrison, Kearny and Brick, New Jersey.
Some of these properties are the subject of an approved
redevelopment agreement (RDA) with the Town of Harrison, which
gives the companies the right to redevelop the RDA properties.
Under the court-approved bid procedures, the deadline for
interested buyers to place their bids on the RDA properties is on
July 9, at 5:00 p.m. (prevailing Eastern Time). Meanwhile, the
companies set a deadline of June 25, at 5:00 p.m. (prevailing
Eastern Time) to designate a stalking horse bidder.
A stalking horse bidder sets the price floor for bidding in an
auction.
An auction for the RDA properties will be conducted on July 23, at
10:00 a.m. (prevailing Eastern Time) if the companies receive
offers by the bid deadline.
The bankruptcy court will hold a sale hearing five days after the
filing of any objection to the sale of the RDA properties.
For properties that are not subject of a redevelopment agreement,
the companies set a bid deadline of July 16, at 5:00 p.m.
(prevailing Eastern Time) and stalking horse bid deadline of July
2, at 5:00 p.m. (prevailing Eastern Time).
The date and time of the auction for the non-RDA properties, if
needed, is July 30, at 10:00 a.m. (prevailing Eastern Time).
A court hearing for the sale of non-RDA properties will be
conducted three days after the filing of any sale objection to such
properties.
About Supor Properties Enterprises
Supor Properties Enterprises, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company is based in
Kearny, N.J.
Supor Properties Enterprises and its affiliates filed Chapter 11
petitions (Bankr. D. N.J. Lead Case No. 24-13427) on April 2, 2024.
In the petition, Supor Properties Enterprises disclosed $100
million to $500 million in assets and $50 million to $100 million
in liabilities.
Judge Stacey L. Meisel oversees the cases.
Michael E. Holt, Esq., at Forman Holt, represents the Debtors as
legal counsel.
SUPPLY SOURCE: May 29 Deadline Set for Panel Questionnaires
-----------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Supply Source
Enterprise, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/4xx6a68r and return by email it to
Malcolm M. Bates -- Malcolm.M.Bates@usdoj.gov -- at the Office of
the United States Trustee so that it is received no later than 4:00
p.m., Eastern Time, on May 29, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Supply Source Enterprise
Headquartered in Cleveland, Ohio, Supply Source Enterprises is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. H.I.G. Capital acquired the company in 2020 in a private
equity deal.
Supply Source Enterprises, Inc. and four affiliates, including SSE
Buyer, Inc., filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11054) on
May 21, 2024, the Hon. Brendan Linehan Shannon presiding. Supply
Source estimated assets of $50 million to $100 million and
liabilities of $100 million to $500 million. The Debtors owe $60
million under an asset-backed loan to ACF Finco I LP and $80
million under a term loan facility to Ares Capital Corporation. The
petitions were signed by Laura Marcero as vice president.
McDermott Will & Emery LLP and Potter Anderson & Corroon LLP serve
as co-counsel. Thomas Studebaker at Triple P RTS, LLC (a Portage
Point affiliate) serves as Chief Restructuring Officer. Kurtzman
Carson Consultants is the noting and claims agent. TZ SSE Buyer
LLC is identified as the stalking horse bidder.
SVB FINANCIAL: Unsecureds Owed $180M Get 41%-96% of Claims in Plan
------------------------------------------------------------------
SVB Financial Group submitted a Disclosure Statement for Debtor's
First Amended Plan of Reorganization, dated May 3, 2024.
The Plan provides for the formation of a liquidating trust (the
"Liquidating Trust"), to which the Debtor will contribute certain
assets, including but not limited to certain claims, causes of
action, investment securities, limited partnership interests and
cash, as agreed upon by the Debtor, the UCC and the Required Ad Hoc
Senior Noteholder Parties under the terms of the Plan and
Restructuring Support Agreement (the "RSA"). Upon the Effective
Date, the Liquidating Trust will issue three classes of Liquidating
Trust Interests and, subject to certain conditions described in the
Plan, holders of certain classes of claims and interests will
receive certain Liquidating Trust Interests in accordance with the
priority of their claims. In addition, the Plan provides that the
Debtor may undertake certain restructuring transactions which, if
effected, will result in a newly-formed Delaware corporation (or
other business form as agreed upon under the terms of the Plan)
owning, directly or indirectly, 100% of the equity interests in the
Debtor.
For purposes of the Plan and this Disclosure Statement, "NewCo"
will refer to, as applicable, (i) the Debtor as reorganized
pursuant to and under the Plan and any successor thereto, by
merger, consolidation or otherwise, on or after the Effective Date
or (ii) a newly formed Delaware corporation (or other business form
as agreed upon under the terms of the Plan) that owns or will own,
directly or indirectly, 100% of the equity interests in the Debtor.
NewCo will retain assets of the Debtor not otherwise contributed to
the Liquidating Trust, including the equity interests in certain
non-Debtor subsidiaries. NewCo will issue 100% of its new common
equity interests to certain Holders of Allowed General Unsecured
Claims, subject to dilution by any NewCo Transaction (as defined
below).
Under the Plan, Class 3(b) Other General Unsecured Claims totaling
$180,400,000. Creditors will recover 41% to 96% of their claims
under the Plan and 30% to 85% of their claims under Liquidation.
Each Holder of an Allowed Other General Unsecured Claim will
receive:
(a) (i)(A) if and solely to the extent such holder is a
qualified holder, its pro rata share (together with all Holders
receiving Distributions in NewCo Common Stock) of the NewCo Common
Stock subject to dilution by any NewCo Transaction or (B) if and
solely to the extent such holder is a non-qualified holder, cash in
an amount equal to the value of the NewCo Common Stock it would be
entitled to receive if it were a qualified holder, and (ii) its pro
rata share (together with all Holders receiving Distributions of
the Class A Trust Units) of the Class A Trust Units; or
(b) if such holder elects on the applicable ballot, the GUC
Cash-Out with respect such Claim.
Class 3(b) is impaired.
Cash payments or cash distributions to be made hereunder on the
Effective Date will be funded from the existing cash of the Debtor
and the cash proceeds of a NewCo Transaction, as applicable.
The Bankruptcy Court has scheduled the hearing to consider
confirmation of the Plan at 10:00 a.m. on June 25, 2024, Eastern
Time.
Objections to Confirmation of the Plan must be filed with the
Bankruptcy Court and served so as to be actually received on or
before 4:00 p.m., Eastern Time on June 18, 2024.
Counsel to the Debtor:
James L. Bromley, Esq.
Andrew G. Dietderich, Esq.
Christian P. Jensen, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004-2498
Tel: (212) 558-4000
Fax: (212) 558-3588
A copy of the Disclosure Statement dated May 3, 2024, is available
at https://tinyurl.ph/TpMFu from PacerMonitor.com.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
TARZANA PLAZA: Unsecureds to Get Remaining Funds in Plan
--------------------------------------------------------
Tarzana Plaza Condominiums Association, submitted a Second Amended
Chapter 11 Plan of Reorganization, dated April 9, 2024.
The Debtor's Plan will be funded from Debtor's income, including
regular fees paid by its members as well as payments on a special
assessment. Additionally, the Plan creates a Liquidating Trust that
will investigate and, if appropriate, pursue claims against the
Debtor's former board members or pre-bankruptcy professionals. The
net recoveries from the claims held by the Liquidating Trust, if
any, will be used to fund the Plan. Allowed administrative claims
will be paid in full on the Effective Date, unless otherwise agreed
to by the administrative claimant. To the extent that there is any
priority tax claim ultimately allowed, it will be paid in full over
5 years from the Petition Date, plus applicable interest. The funds
remaining after payment of allowed administrative claims and any
priority tax claim will be paid pro rata to holders of allowed
general unsecured claims over 5 years.
Class 3 All Other General Unsecured Claims totaling $441,187 and
are impaired. Any Allowed Claim in this Class will be paid pro rata
from two sources:
First, Class 3 claims will be paid from the Debtor's ongoing
operations. The amount set aside each month for payment of Class 3
claims will be equal to the amount stated on the "Cumulative cash
flow, after operating, building deferred maintenance" line
("Payment Line") on the projections attached as Exhibit 1,
provided, however, that for each month in which the amount shown on
the Payment Line is less than $0.00, then the Debtor will allocate
$500 to the payment of Class 3 claims as soon as practicable after
such funds become available.
Second, Class 3 claims will be entitled to payment from the
Litigation Claim Payment after the payment of all obligations that
are senior in priority to the claims held by Class 3 claimants.
Class 3 claims will be entitled to interest at the federal judgment
rate on the Petition Date.
The first distribution to Class 3 claimants will be made at the end
of the first full calendar month following the Effective Date, with
subsequent distributions occurring at the discretion of the
disbursing agent, provided, however, that disbursing agent will not
allow more than 90 calendar days to pass between distributions
Attorneys for the Debtor:
Matthew W. Grimshaw, Esq.
David A. Wood, Esq.
Bradford N. Barnhardt, Esq.
MARSHACK HAYS WOOD LLP
870 Roosevelt
Irvine, CA 92620
Tel: (949) 333-7777
Fax: (949) 333-7778
E-mail: mgrimshaw@marshackhays.com
dwood@marshackhays.com
bbarnhardt@marshackhays.com
A copy of the Plan of Reorganization dated May 3, 2024, is
available at https://tinyurl.ph/tsHQM from PacerMonitor.com.
About Tarzana Plaza Condominiums Association
Tarzana Plaza Condominiums Association, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 23-12372) on
November 11, 2023, disclosing under $1 million in both assets and
liabilities.
The Debtor is represented by TOTARO & SHANAHAN, LLP.
TERRAFORM LABS:Morrison Cannot Save Co. From Disgorgement, Says SEC
-------------------------------------------------------------------
Aislinn Keely of Law360 reports that the U.S. Securities and
Exchange Commission said bankrupt crypto firm Terraform Labs should
remain on the hook for potentially $3. 6 billion in disgorgement
over its fraud trial loss, saying any claims that its unregistered
transactions took place beyond the court's reach are undermined by
the agency's congressional authority.
About Terraform Labs
Terraform Labs Pte. Ltd. -- https://www.terra.money -- operates a
price-stable cryptocurrency. The Company seeks to power the
next-generation payment network and grow the real GDP of the
blockchain economy. Terraform labs provides financial
infrastructure for the next generation of decentralized
application.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on January 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor reports estimated assets and liabilities
between $100 million and $500 million each.
The Debtor is represented by:
Zachary I Shapiro, Esq.
Richards, Layton & Finger, P.A.
1 Wallich Street
#37-01
Guoco Tower 078881
TRIPLE 7: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------
Paul Randolph, Acting U.S. Trustee for Region 8, appointed an
official committee to represent unsecured creditors in the Chapter
11 case of Triple 7 Commodities, Inc.
The committee members are:
1. Ionji Consulting, LLC
Frederick P. Melenchuk
8355 Rockville Rd., Suite 130
Indianapolis, IN 46234
2. David Esposito
153 Burnt Plains Rd.
Milford, CT 06461
3. Dean White
104 W. King St.
King, NC 27021
4. Maria P. Sperando
4606 N.W. Red Bay Cir.
Jensen Beach, FL 34957
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Triple 7 Commodities Inc.
Triple 7 Commodities Inc. filed Chapter 11 petition (Bankr.
M.D.N.C. Case No. 24-50162) on March 1, 2024, with $10 million to
$50 million in both assets and liabilities.
On April 19, 2024, the case was transferred to the U.S. Bankruptcy
Court for the Eastern District of Kentucky (Bankr. E.D. Ky. Case
No. 24-60341).
Judge Gregory R. Schaaf oversees the case.
The Debtor tapped Philip Sasser, Esq., at Sasser Law Firm and David
Jorjani, Esq., at Jorjani Law Office as counsel.
TWIN CITIES HEALTH: Mary Sieling Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 12 appointed Mary Sieling as
Subchapter V trustee for Twin Cities Health Services, Inc.
Ms. Sieling will be paid an hourly fee of $330 for her services as
Subchapter V trustee and an hourly fee of $200 for paralegal time,
and will be reimbursed for work-related expenses incurred.
Ms. Sieling declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mary F. Sieling
150 South Fifth Street, Suite 3125
Minneapolis, MN 55402
Email: mary@mantylaw.com
About Twin Cities Health
Twin Cities Health Services, Inc., also known as Twin Cities
Health, sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Minn. Case No. 24-41124) on April 26, 2024, with
$237,105 in assets and $3,280,466 in liabilities. Guled Mohamoud,
chief executive officer, signed the petition.
Judge Kesha L. Tanabe presides over the case.
Joseph Dicker, Esq., at Joseph W Dicker, PA represents the Debtor
as legal counsel.
TWO RIVERS FARMS: Business Income to Fund Plan Payments
-------------------------------------------------------
Two Rivers Farms F-2, Inc. filed with the U.S. Bankruptcy Court for
the District of Colorado a Small Business Plan of Reorganization
under Subchapter V dated May 6, 2024.
The Debtor is a Colorado corporation owned by Two Rivers Farms F 1,
Inc. ("F-1"). F-1 is in turn owned by Two Rivers Water and Farming
Company ("Two Rivers").
The Debtor owns real property and certain water rights which were
obtained from a related entity The Orlando Reservoir No. 2 Company,
LLC who commenced a Chapter 11 bankruptcy case in July 2023.
Orlando is owned by TR Capital Partners, LLC and Mr. Greg
Harrington. TR Capital is also owned, in part, by Two Rivers.
The Debtor's current management, through affiliates and unrelated
parties, secured the necessary interim financing to conduct
administrative functions but was hampered by the fraudulent actions
of prior management to secure further development financing. Based
upon an independent analysis conducted by an auditing firm, Two
Rivers, the Debtor and other entities suffered from, among other
things, unnecessary complexity, cross allegations by prior
management, incomplete books and records, ambiguous ownership of
assets, valuation inconsistencies and historical lack of internal
controls.
The Debtor's current owner and management, after securing the
advice of legal counsel, accounting specialists, water asset rights
valuation firms and financial advice, determined that
reorganization could be a viable opportunity to realize the value
of the Debtor's assets for the benefit creditors and equity
participants. In large part, they reached this conclusion by
weighing the increasing value of water rights and the Debtor's
pending revenue stream from its Service Agreement.
Class 6 consists of all of those unsecured creditors of the Debtors
who hold Allowed Claims under Section 502, that were either
scheduled by the Debtors as undisputed, subject to timely filed
proofs of claim to which the Debtors do not successfully object, or
as otherwise allowed by further order of the Court. Such creditors
hold claims of approximately $150,000 which are not disputed, not
contingent and are liquidated, including Mr. Robert M. Harrington's
unsecured claim for $17,500 representing advances he made on behalf
of the Debtor, among other expenses.
While Mr. Anderton was scheduled by the Debtor as holding an
undisputed unsecured claim of $500,000, the above amount does not
include such claim. The Debtor asserts Mr. Anderton's claim was
satisfied pre-petition. To the extent Mr. Anderton's claim is an
unsecured Class 6 Claim and allowed as scheduled, the pool of such
creditors would increase to $650,000. Class 6 is Impaired.
However, Class 6 does not include the claims of Investors Fiduciary
and the Easby Trusts Nos. 1 through 6. Such creditors hold
unsecured claims of approximately $325,000. Such creditors are
insiders of the Debtor as they are companies owned and/or
controlled by Mr. Harrington, the Debtor's managing member. Such
creditors are treated as Class 7 creditors under this Plan.
Class 8 includes the equity interests in the Debtor held by Two
Rivers Farms F-1, Inc. (100%). Class 8 is Not Impaired by this
Plan. Class 8 shall retain their equity interest in the Debtor as
such interests existed on the Petition Date as of the Effective
Date. To the extent necessary, the Debtor's Bylaws shall be amended
to comply with the Plan.
As evidenced by the projections, the Debtor anticipates that its
income will be positive each year of the Plan, and will generate
sufficient revenue to meet its obligations under the Plan. The
Debtor has used its best efforts to prepare accurate projections.
The Debtor's actual income will fluctuate based on actual sales and
changes in the market.
On the Effective Date of the Plan, Greg Harrington shall be
appointed pursuant to Section 1142(b) of the Bankruptcy Code for
the purpose of carrying out the terms of the Plan, and taking all
actions deemed necessary or convenient to consummating the terms of
the Plan. Mr. Harrington shall receive a management fee of $100,000
per year on a contract basis, subject to adjustment as the Debtor
determines is reasonable and appropriate. Upon request by any party
in interest, the Debtor shall provide a quarterly financial
statement, including amounts disbursed to all creditors in
accordance with the Plan.
A full-text copy of the Plan of Reorganization dated May 6, 2024 is
available at https://urlcurt.com/u?l=Gra0yp from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
K. Jamie Buechler, Esq.
BUECHLER LAW OFFICE, LLC
999 18th Street, Suite 1230-S
Denver, CO 80202
Tel: (720) 381-0045
Fax: (720) 381-0382
Email: Jamie@KJBlawoffice.com
About Two Rivers Farms F-2, Inc
Two Rivers Farms F-2, Inc. is a Colorado corporation owned by Two
Rivers Farms F-1, Inc.
The Debtor filed filed its voluntary petition for Chapter 11
protection (Bankr. D. Colo. Case No. 23-15627) on December 6, 2023,
listing $615,000 in assets and $16,099,861 in liabilities. Greg
Harrington as authorized representative of the Debtor, signed the
petition.
BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel.
UPHEALTH INC: $37.8MM Judgment Affirmed in Needham Lawsuit
----------------------------------------------------------
Uphealth, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on May 9, 2024, in respect
of the previously disclosed New York state court lawsuit, Needham &
Company LLC v. UpHealth Holdings, Inc. and UpHealth Services, Inc.,
and the appeal (Case No. 2023-06591) brought by UpHealth Holdings
and UpHealth Services, Inc. of the summary judgment of the Supreme
Court of the State of New York in favor of Needham and against the
defendants in the amount of $37.8 million, a panel of the Supreme
Court of the State of New York Appellate Division, First Judicial
Department unanimously affirmed the previous judgment against the
defendants in the amount of $37.8 million.
As of 2021, UpHealth Holdings has been a party to a legal action in
the Supreme Court of the State of New York entitled Needham &
Company LLC v. UpHealth Holdings, Inc. and UpHealth Services, Inc.,
which arose out of UpHealth Services, Inc.'s engagement of Needham
to provide placement and other financial advisory services. On
September 14, 2023, the Supreme Court of the State of New York
issued a Decision and Order granting summary judgment in favor of
Needham and denying UpHealth Holdings' and UpHealth Services,
Inc.'s motion for summary judgment. The Supreme Court of the State
of New York entered that Decision and Order on its docket on
September 15, 2023. The Decision and Order concluded that Needham
is entitled to a fee in the amount of $31.3 million, plus interest.
On September 18, 2023, the Supreme Court of the State of New York
signed a judgment against UpHealth Holdings and UpHealth Services,
Inc. in the amount of $31.3 million, plus prejudgment interest of
$6.5 million, for a total judgment of $37.8 million, plus
post-judgment interest of 9% per year.
Notwithstanding the filing of the voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy
Court for the District of Delaware, and the automatic stay pursuant
to section 362(a) of the U.S. Bankruptcy Code, the Clerk of Court
of the Supreme Court of the State of New York entered the judgment
in favor of Needham on the court's docket on September 27, 2023. On
November 13, 2023, UpHealth Holdings entered into a stipulation
with Needham in the Bankruptcy Court providing that, to the extent
it applies, the automatic stay pursuant to section 362(a) of the
U.S. Bankruptcy Code shall be deemed modified for the sole and
limited purpose of authorizing UpHealth Holdings and UpHealth
Services, Inc. to appeal the judgment of the Supreme Court of the
State of New York (and for Needham to be able to participate in the
appeal). The Bankruptcy Court entered an order approving this
stipulation on November 30, 2023.
On December 6, 2023, UpHealth Holdings and UpHealth Services, Inc.
appealed the judgment entered by the Supreme Court of the State of
New York to the Supreme Court of the State of New York Appellate
Division, First Judicial Department. On April 18, 2024, a panel of
the Supreme Court of the State of New York Appellate Division,
First Judicial Department heard oral argument of the appeal, and on
May 9, 2024, this panel rendered its decision affirming the
previous judgment of the Supreme Court of the State of New York in
favor of Needham and against the defendants in the amount of $37.8
million.
UpHealth Holdings intends to enforce the previously disclosed
agreement executed by Dr. Chirinjeev Kathuria, Dr. Mariya Pylypiv
and Dr. Al Gatmaitan, pursuant to which they agreed to be
responsible for UpHealth Holding's liabilities to Needham in excess
of $8,000,000. There can be no assurance that UpHealth Holdings
will be successful in collecting monies owed from the Indemnitors.
About UpHealth
UpHealth Holdings Inc. -- https://uphealthinc.com/ -- 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.
As of December 31, 2023, the Company had $231.8 million in total
assets, $176.7 million in total liabilities, and $55.1 million in
total stockholders' equity.
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.
US TELEPACIFIC: Invesco Senior Writes Off $151,000 Loan
-------------------------------------------------------
Invesco Senior Loan Fund has marked its $151,000 loan extended to
U.S. TelePacific Corp. to market at $0 as of February 29, 2024,
according to a disclosure contained in Invesco Senior's Form N-CSR
for the fiscal year ended February 29, 2024, filed with the U.S.
Securities and Exchange Commission.
Invesco Senior is a participant in a Third Lien Term Loan to U.S.
TelePacific. The loan matures on May 2, 2027.
Invesco Senior said the loan is "valued using significant
unobservable inputs."
Invesco Senior Loan Fund is a Delaware statutory trust registered
under the Investment Company Act of 1940, as amended, as a
closed-end management investment company that is operated as an
interval fund and periodically offers its shares for repurchase.
The Fund may also invest a portion of its assets indirectly through
a wholly-owned subsidiary, Invesco Senior Loan TB, LLC, a Delaware
limited liability series company, which formed a separate
registered series. The Fund owns all beneficial and economic
interests in the Subsidiary and the Subsidiary's registered
series.
Invesco Senior is led by Glenn Brightman, Principal Executive
Officer; and Adrien Deberghes, Principal Financial Officer. The
Fund can be reached through:
Glenn Brightman
Invesco Senior Loan Fund
1555 Peachtree Street, N.E., Suite 1800
Atlanta, GA 30309
Tel: (713) 626-1919
US TelePacific Corp., doing business as TPx Communications,
provides communications and managed services.
VBI VACCINES: Receives Noncompliance Notice from Nasdaq
-------------------------------------------------------
VBI Vaccines Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on May 24, 2024, it received a letter
from the Listing Qualifications Department of the Nasdaq Stock
Market indicating that it is no longer in compliance with the
minimum stockholders' equity requirement for continued listing on
the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(1). Nasdaq Listing Rule 5550(b)(1) requires listed
companies to maintain stockholders' equity of at least $2,500,000
or meet the alternative compliance standards relating to the market
value of listed securities or net income from continuing
operations, which the Company does not currently meet.
Pursuant to the Notice and the listing rules of Nasdaq, Nasdaq has
provided the Company with 45 calendar days, or until July 8, 2024,
to submit a plan to regain compliance with the Minimum
Stockholders' Equity Requirement. If the Company's plan to regain
compliance is accepted, Nasdaq can grant an extension of up to 180
calendar days from the date of the Notice to regain compliance. If
the Company's plan to regain compliance is not accepted, or if it
is accepted and the Company does not regain compliance in the
timeframe required by Nasdaq, the Staff could provide notice that
the Company's common shares are subject to delisting. The Notice
has no immediate impact on the listing of the Company's common
shares, which will continue to be listed and traded on Nasdaq,
subject to the Company's compliance with the other listing
requirements of Nasdaq.
The Company is currently evaluating options to regain compliance
and intends to timely submit a plan to regain compliance with
Nasdaq's Minimum Stockholders' Equity Requirement. Although the
Company will use all reasonable efforts to achieve compliance with
the Minimum Stockholders' Equity Requirement, there can be no
assurance that the Company will be able to regain compliance with
the Minimum Stockholders' Equity Requirement or other current
outstanding Nasdaq deficiencies pursuant to the Nasdaq listing
rules, or that the Company will otherwise be in compliance with
other Nasdaq listing criteria.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology and a proprietary mRNA-launched
eVLP ("MLE") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2023 and cash outflows
from operating activities for the year-ended December 31, 2023 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
VENTURE INC: Court Approves Disclosure Statement
------------------------------------------------
Judge Jamie A. Wilson has entered an order approving the Disclosure
Statement of Venture, Inc.
The 9th day of July, 2024 is fixed as the last day for filing
written objections to confirmation of the Plan.
The 9th day of July, 2024 is fixed as the last day for submitting
ballots of acceptance or rejection of the Plan.
A hearing on confirmation of the Plan will be held on July 23,
2024, at 1:30 pm, in the Thad Cochran U. S. Courthouse, Bankruptcy
Courtroom 4C, 501 East Court Street, Jackson, Mississippi.
A copy of the Order dated May 3, 2024, is available at
https://tinyurl.ph/LBJRj from PacerMonitor.com.
About Venture Inc.
Venture Inc. and its affiliates filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss.
Lead Case No. 23-02186) on Sept. 22, 2023. In the petitions signed
by Daniel K. Myers, president, Venture Inc. disclosed up to $1
million in estimated assets and up to $10 million in total
liabilities.
Judge Jamie A. Wilson oversees the case.
The Debtors tapped Newman & Newman and the Law Offices of Craig M.
Geno, PLLC as counsel and Harper Rains Knight & Company, PA as
financial advisor.
VERDE RESOURCES: Incurs $866K Net Loss in Third Quarter
-------------------------------------------------------
Verde Resources, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $865,772 on $79 of revenue for the three months ended March 31,
2024, compared to a net loss of $708,327 on $10,690 of revenue for
the three months ended March 31, 2023.
For the nine months ended March 31, 2024, the Company reported a
net loss of $1.94 million on $7,853 of revenue, compared to a net
loss of $4.22 million on $94,921 of revenue for the nine months
ended March 31, 2023.
As of March 31, 2024, the Company had $38.81 million in total
assets, $2.69 million in total liabilities, and $36.12 million in
stockholders' equity.
Verde Resources stated, "The Company has generated recurring losses
and suffered from an accumulated deficit of $12,234,001 at March
31, 2024.
"The ability of the Company to survive is dependent upon, among
other things, obtaining additional financing to continue
operations, and development of its business plan. In response to
these, management intends to raise additional funds through public
or private placement offerings, and related party loans.
"No assurance can be given that any future financing, if needed,
will be available or, if available, that it will be on terms that
are satisfactory to the Company. Even if the Company is able to
obtain additional financing, if needed, it may contain undue
restrictions on its operations, in the case of debt financing, or
cause substantial dilution for its stockholders, in the case of
equity financing.
"These and other factors raise substantial doubt about the
Company's ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1506929/000164033424000860/vrdr_10q.htm
About Verde Resources
erde Resources, Inc. currently is engaged in the production and
distribution of renewable commodities, distribution of THC-free
cannabinoid (CBD) products, and real property holding. However,
the Company has been undergoing a restructuring exercise to shift
its focus towards renewable energy and sustainable development with
the world faced with challenges of climate change and environmental
dehydration. The Company had announced the disposition of the
mining business through the sale of the entire issued and paid-up
share capital of CSB on March 13, 2023. The disposition of CSB was
completed on April 20, 2023.
Kuala Lumpur, Malaysia-based J&S Associate PLT, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has generated
recurring losses and suffered from an accumulated deficit of
$10,292,430 as of June 30, 2023. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
VERDE RESOURCES: Signs Deal to Collaborate With Zym-Tec
-------------------------------------------------------
Verde Resources, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 14, 2024, the
Company entered into a Heads of Agreement with Zym-Tec Technologies
Limited, granting the Company (i) the right to form a collaboration
entity to further develop ZT's aforementioned technologies by
incorporating Biochar as a carbon input for use in the road
infrastructure and construction industry and (ii) the Master
Licensing Rights for the USA Territory for ZT's patented
technologies to the Collaboration entity, including Soil
Stabilization, Reclaimed Asphalt Pavement (RAP), wearing course
materials, concrete, other building material products. This
Collaboration aims to generate Carbon Removal Credits through the
use of biochar and create new net-zero or carbon net-negative IP
products that are higher performing, more durable, sustainable, and
cost-effective. These new IPs will be co-owned equally by the
Company and ZT.
In consideration of the Collaboration, the Company and ZT will
establish a new Special Purpose Vehicle (the "SPV") to be equally
held by both parties. The SPV will be responsible for executing
the new VERDE-ZymTec Net-Zero and Carbon-Negative Technologies and
Building Material Products. The Company and ZT will integrate the
collaborative activities into the SPV. The share structure and
income split shall be confirmed by the Company and ZT in the final
agreement. Subsequently, the Company will apply for an uplift to
the Nasdaq stock exchange as part of the final restructuring
process.
The Collaboration will distribute the royalties, license fees,
carbon avoidance credits, and carbon removal credits to the Company
and ZT.
The HOA outlines the terms and conditions for the cooperation
between both parties, with the intent to execute a more detailed
agreement within an agreed timeframe. The Detailed Agreement will
supersede the obligations outlined in the HOA.
About Verde Resources
erde Resources, Inc. currently is engaged in the production and
distribution of renewable commodities, distribution of THC-free
cannabinoid (CBD) products, and real property holding. However,
the Company has been undergoing a restructuring exercise to shift
its focus towards renewable energy and sustainable development as
the world is facing challenges of climate change and environmental
dehydration. The Company had announced the disposition of the
mining business through the sale of the entire issued and paid-up
share capital of CSB on March 13, 2023. The disposition of CSB was
completed on April 20, 2023.
Kuala Lumpur, Malaysia-based J&S Associate PLT, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has generated
recurring losses and suffered from an accumulated deficit of
$10,292,430 as of June 30, 2023. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
VERTEX ENERGY: Reports $17.7 Million Net Loss in Q1 2024
--------------------------------------------------------
Vertex Energy filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to Vertex Energy of $17.7 million on $695.3 million of
revenue for the three months ended March 31, 2024, compared to a
net income of $53.9 million on $691.1 million of revenue for the
three months ended March 31, 2023.
As of March 31, 2024, the Company has evaluated its ability to
continue as a going concern. Management has considered various
factors, including historical operating results, liquidity,
financial condition, and other relevant conditions and events.
Based on this evaluation, management has determined that there is
substantial doubt about the Company's ability to continue as a
going concern within the next 12 months due to the Term Loan
maturing on April 1, 2025.
Vertex said, "We anticipate that we will need to raise additional
capital in the future to satisfy outstanding liabilities and our
ability to obtain the necessary funding is uncertain."
"We will need to raise additional funding or refinance our Term
Loan in the future, which we owe $196 million under as of the date
of this filing, and which is due on April 1, 2025. We may also need
to raise additional funding to meet the requirements of the terms
and conditions of our outstanding Convertible Senior Notes,
including to pay interest and principal thereon, we anticipate
needing to raise additional funding in the future to repay the Term
Loan, and/or we may need to raise additional funding in the future
to support our operations, complete capital projects, complete
acquisitions and grow our operations. Such funds may not be
available when needed or may not be available on favorable terms.
If we raise additional funds in the future, by issuing equity
securities, dilution to existing stockholders will result, and such
securities may have rights, preferences and privileges senior to
those of our common stock. If funding is insufficient at any time
in the future and we are unable to generate sufficient revenue from
new business arrangements, to repay our outstanding debts and/or
redeem our preferred stock (pursuant to their terms), complete
planned acquisitions or operations, our results of operations and
the value of our securities could be adversely affected. Future
funding may not be available on favorable terms, if at all. The
terms of any new credit or debt agreement we enter into in the
future to refinance or repay the Term Loan may be on less favorable
terms, require additional, or more, restrictive covenants, and may
further restrict our ability to operate."
Management's plans to mitigate the going concern risk include
current efforts to refinance the debt of the Company with a new
lender group, and the various efforts underway to reduce and
minimize costs throughout the organization. In addition, the
Company believes it has the ability, if necessary, to raise
additional capital through the capital equity markets. However,
there can be no assurance that these plans will be successful.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/un4rwhwm
About Vertex Energy
Vertex Energy is a leading energy transition company that
specializes in producing both renewable and conventional fuels. The
Company's innovative solutions are designed to enhance the
performance of our customers and partners while also prioritizing
sustainability, safety, and operational excellence. With a
commitment to providing superior products and services, Vertex
Energy is dedicated to shaping the future of the energy industry.
As of March 31, 2024, the Company has $835.1 million in total
assets, $652.1 million in total liabilities, and $183 million in
total equity.
* * *
As reported by the Troubled Company Reporter on Feb. 8, 2024, Fitch
Ratings has downgraded Vertex Energy Inc.'s (Vertex) and Vertex
Refining Alabama LLC's Long-Term Issuer Default Ratings (IDR) to
'CCC+' from 'B-'. Fitch has also downgraded the rating of Vertex
Refining Alabama's senior secured term loan to 'B-'/'RR3' from
'B'/'RR3'.
The downgrade reflects Vertex's weaker liquidity buffer amid lower
U.S. Gulf Coast refining crack spreads and weak Fitch-expected
contribution from renewable diesel segment in 2024. The company's
FCF generation is highly sensitive to refining crack spreads that
declined in 4Q23 from abnormally high 2022-2023 levels. Its
unrestricted cash balance fell from $141 million at YE 2022 to
around $70-80 million at YE 2023. Fitch projects negative EBITDA
and FCF for Vertex in 2024 based on the assumptions of continued
crack spread normalization and weak renewable diesel profitability.
VIEW INC: Emerges from Chapter 11 Bankruptcy
--------------------------------------------
View, Inc. has completed its prepackaged Chapter 11 bankruptcy
proceedings following confirmation of its reorganization plan.
As contemplated by the Restructuring Support Agreement, on April 2,
2024, the Debtors filed the Joint Prepackaged Chapter 11 Plan of
Reorganization. On May 19, the Debtors filed the Second Amended
Joint Prepackaged Chapter 11 Plan of Reorganization of View, Inc.,
and its Debtor Affiliates. On May 20, the Bankruptcy Court entered
an order (Docket No. 201) confirming the Plan.
On May 22, each condition precedent to consummation of the Plan,
enumerated in Article IX.A of the Plan, was satisfied or waived in
accordance with the Plan and the Confirmation Order; therefore, the
Effective Date of the Plan occurred, and the Debtors emerged from
their Chapter 11 Cases. On May 22, the Debtors filed the notice of
the occurrence of the Effective Date with the Bankruptcy Court.
Accordingly, the Plan is binding, enforceable and in full force and
effect pursuant to its terms. As part of the transactions
undertaken pursuant to the Prepackaged Plan, (i) all of the shares
of common stock, par value $0.0001 per share, of the Company,
together with any shares of restricted stock, restricted stock
units, or any other right to receive equity in the Company, in each
case, outstanding immediately prior to the Effective Date, were
cancelled, discharged and of no further force and effect and (ii)
the Company converted into a limited liability company, View
Operations, LLC, and became a wholly-owned subsidiary of View
TopCo, LLC.
The Plan contemplates that the Debtors will continue their
day-to-day operations substantially as currently conducted and that
all of their commercial and operational contracts will remain in
effect in accordance with their terms preserving the rights of all
parties.
On the Effective Date, all amounts due under (a) the Prepetition
Credit Agreement (totaling approximately $52 million) were
equitized and exchanged for 54.2% of the New Common Interests in
View TopCo, LLC and (b) the Prepetition Convertible Notes Indenture
(totaling approximately $222 million) were equitized in exchange
for 10% of the New Common Interests in View TopCo, LLC. The
remaining New Common Interests (35.8%) were issued to the Tranche C
Commitment Parties (i.e., the Exit Lenders providing the Tranche C
Commitment). The New Common Interests to be issued pursuant to the
Plan have been issued pursuant to one of the following exemptions
from the registration requirements of the Securities Act of 1933,
as amended: section 1145 of the Bankruptcy Code, which generally
exempts from such registration requirements the issuance of certain
securities under a plan of reorganization, and section 4(a) of the
Securities Act. Also on the Effective Date, the Debtors will
continue to pay or dispute each General Unsecured Claim in the
ordinary course of business as if the Chapter 11 Cases had never
been commenced. On the Effective Date, all classes of preferred and
common securities issued by the Company will be cancelled and
thereafter deregistered, at which time Company will cease to be a
publicly traded company.
There is no specific number of New Common Interests reserved for
future issuance in respect of claims and interests filed and
allowed under the Plan. The New Common Interests are 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 Debtors, which will be discharged on
the Effective Date.
New Exit Facility
On the Effective Date, the Reorganized Debtors entered into the
Credit Agreement, dated as of May 22, 2024, by and among View
TopCo, LLC, View Operations, LLC, as the borrower, the lenders
party thereto, and Cantor Fitzgerald Securities, as administrative
agent and collateral agent. The New Exit Facility will have a
five-year maturity, subject to optional and mandatory repayment
provisions. Loans under the New Exit Facility will bear interest
equal to (x) SOFR plus an applicable margin or (y) the base rate
plus an applicable margin. The applicable margin will be based on
whether the Borrower elects to pay interest in cash or in-kind. The
applicable margin under the New Exit Facility will be (a) in
respect of any period for which interest on all loans is timely
paid in cash (and not as PIK Interest), 7.50% per annum, and (b) in
respect of any period with respect to which the Borrower has made
an election to pay interest as PIK Interest, 14.00% per annum.
The New Exit Facility will be secured by, in each case subject to
certain limitations and exceptions set forth in the documents
governing the New Exit Facility, substantially the same collateral
package as secured the Prepetition Credit Agreement.
Settlement, Releases and Exculpations
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 Cases. 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 Article
VIII of the Plan.
The Plan provides releases and exculpations for the benefit of the
Debtors, certain of the Debtors' claimholders, holders of
interests, 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 Article VIII of the Plan
(Settlement, Release, Injunction and Related Provisions).
Post-Emergence Governance and Management
On the Effective Date, except as contemplated by the Plan or the
documents to be executed in connection with the Plan, each of the
Reorganized Debtors will continue to exist after the Effective Date
as a separate corporate entity pursuant to the applicable law in
the jurisdiction in which each applicable Debtor is incorporated or
formed and pursuant to the governance documents in effect prior to
the Effective Date, except to the extent such New Corporate
Governance Documents are amended under the Plan or otherwise.
Specifically, on the Effective Date, View TopCo, LLC, a Delaware
limited liability company, was established and a new Limited
Liability Company Agreement was executed, each pursuant to and in
accordance with the Plan. The Company also converted into a limited
liability company, View Operations, LLC, and became a wholly-owned
subsidiary of View TopCo, LLC. In connection therewith, on the
Effective Date, the Company adopted a new Limited Liability Company
Agreement in accordance with the Plan.
As of the Effective Date, the term of the current members of the
existing board expired and the existing members of the board of
each of the Company's subsidiaries have resigned. There is no board
of managers for View Operations, LLC, which is a member-managed
LLC. In connection with the effectiveness of the Prepackaged Plan,
Howard Lutnick, Josh Spellman, Parikshat Khanna, Scott Rechler, and
Andrew Min have been appointed to the board of View TopCo, LLC. The
officer of View TopCo, LLC will be Howard Lutnick. The officers of
View Operations, LLC will be Dr. Rao Mulpuri (Chief Executive
Officer), Bill Krause (Chief Legal Officer and Secretary), and
Nitesh Trikha (Chief Product Officer). All other officers have been
terminated in accordance with the Plan.
As of November 9, 2023, View, Inc. had 4,067,035 shares of Class A
common stock, par value $0.0001 per share, issued and outstanding.
As disclosed, on or around the Effective Date, each such Existing
Equity Interests were cancelled.
On the Effective Date, pursuant to the Prepackaged Plan, the
Existing Equity Interests together with any shares of restricted
stock, restricted stock units, or any other right to receive equity
in the Company, in each case, outstanding immediately prior to the
Effective Date, were cancelled, discharged and of no force and
effect. As of the Effective Date, the Company converted into a
limited liability company, View Operations, LLC, and became a
wholly-owned subsidiary of View TopCo, LLC.
About View Inc.
View Inc. provides smart building technologies that transform
buildings to improve human health and experience, reduce energy
consumption, and generate additional revenue for building owners.
View Smart Windows automatically adjust in response to the sun,
eliminating the need for blinds and increasing access to natural
light. View Smart Windows are installed and designed into 50
million square feet of buildings including offices, hospitals,
airports, educational facilities, hotels, and multifamily
residences. View Smart Building Cloud connects, manages and
optimizes a portfolio of smart buildings with cybersecurity
solutions. View Smart Building Cloud enables digitalization of over
100 million square feet of real estate. On the Web:
http://www.view.com/
View Inc. and certain of its affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-10692) on April 2, 2024. In the petition signed by William T.
Krause, as chief legal officer, the Debtor reports estimated assets
and liabilities between $100 million and $500 million.
The Company disclosed total assets of $291,438,000 against total
debt of $359,376,000 as of Sept. 30, 2023.
Cole Schotz, P.C. serves as legal advisor and SOLIC Capital serves
as financial advisor to View. Kroll Restructuring Administration
LLC is the claims and balloting agent.
Sidley Austin LLP serves as legal advisor to Cantor Fitzgerald.
Gibson, Dunn & Crutcher LLP serves as legal advisor to RXR.
VINTAGE POINT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Vintage Point Properties, LLC
181 Devine Street
San Jose, CA 95110
Chapter 11 Petition Date: May 21, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-50761
Judge: Hon. Stephen L. Johnson
Debtor's Counsel: Stephen Burton
Stephen L. Burton, Attorney At Law
818-501-5055
steveburtonlaw@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lynne A. Bui, manager.
A copy of the Debtor's petition is now available for download.
Follow this link to get a copy today https://www.pacermonitor.com.
VOIP-PAL.COM INC: Posts $2.67 Million Loss in Second Quarter
------------------------------------------------------------
VoIP-PAL.Com Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a loss and
comprehensive loss of $2.67 million for the three months ended
March 31, 2024, compared to a loss and comprehensive loss of
$776,336 for the three months ended March 31, 2023.
For the six months ended March 31, 2024, the Company reported a
loss and comprehensive loss of $3.23 million, compared to a loss
and comprehensive loss of $1.39 million for the six months ended
March 31, 2023.
As of March 31, 2024, the Company had $2.27 million in total
assets, $334,843 in total liabilities, and $1.93 million in
stockholders' equity.
The Company is in various stages of product development and
continues to incur losses and, as at March 31, 2024, had an
accumulated deficit of $96,420,561 (Sept. 30, 2023 - $93,185,588).
VoIP-PAL.COM said, "The ability of the Company to continue
operations as a going concern is dependent upon raising additional
working capital, settling outstanding debts and generating
profitable operations. These material uncertainties raise
substantial doubt about the Company's ability to continue as a
going concern. Should the going concern assumption not continue to
be appropriate, further adjustments to carrying values of assets
and liabilities may be required. There can be no assurance that
capital will be available as necessary to meet these continued
developments and operating costs or, if the capital is available,
that it will be on terms acceptable to the Company. The issuances
of additional stock by the Company may result in a significant
dilution in the equity interests of its current shareholders.
Obtaining commercial loans, assuming those loans would be
available, will increase the Company's liabilities and future cash
commitments. If the Company is unable to obtain financing in the
amounts and on terms deemed acceptable, its business and future
success may be adversely affected."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1410738/000149315224019747/form10-q.htm
About VOIP-PAL.com
Since March 2004, VOIP-PAL.com has developed technology and patents
related to Voice-over-Internet Protocol (VoIP) processes. All
business activities prior to March 2004 have been abandoned and
written off to deficit. Since March 2004, the Company has been in
the development stage of becoming a Voice-over-Internet Protocol
("VoIP") re-seller, a provider of a proprietary transactional
billing platform tailored to the points and air mile business, and
a provider of anti-virus applications for smartphones.
Vancouver, Canada-based Davidson & Company LLP, the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated Dec. 20, 2023, citing that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
VOYAGER DIGITAL: Gronkowski, Others Pay $2.4M in Promoter Suit
--------------------------------------------------------------
Katryna Perera of Law360 reports that Gronk, others to pay $2.4
million in Voyager Digital crypto promoter suit.
Retired football star Rob Gronkowski, NBA player Victor Oladipo and
NASCAR driver Landon Cassill have agreed to collectively pay $2. 4
million to settle allegations they helped promote failed
cryptocurrency exchange Voyager Digital Holdings Inc.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- ran a cryptocurrency platform.
Voyager claimed to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through
its subsidiary Coinify ApS, Voyager provided crypto payment
solutions for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC, as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP, as accounting advisor. Stretto, Inc., is
the claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped McDermott Will & Emery, LLP as bankruptcy
counsel; FTI Consulting, Inc., as financial advisor; Cassels Brock
& Blackwell, LLP as Canadian counsel; and Epiq Corporate
Restructuring, LLC, as noticing and information agent.
The committee also tapped the services of Harney Westwood &
Riegels, LP, in connection with Three Arrows Capital Ltd.'s
liquidation proceedings in British Virgin Islands.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
* * *
Following an auction process, the Debtors in September 2022
selected the bid submitted by FTX US' West Realm Shires Inc. as the
winning bid for the assets. But after a series of events, FTX
collapsed in November 2022, before the sale could be completed.
After reopening bidding, Voyager Digital selected the offer from
U.S. exchange BAM Trading Services Inc. (doing business as
"Binance.US") as the highest and best bid for its assets. Binance's
bid is valued at $1.022 billion.
In April 2023, Binance.US called off its deal to buy assets of
bankrupt crypto lender Voyager Digital, citing a "hostile and
uncertain regulatory climate."
W.F. DELAUTER: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
Gerard Vetter, Acting U.S. Trustee for Region 4, appointed an
official committee to represent unsecured creditors in the Chapter
11 case of W.F. Delauter & Son, Inc.
The committee members are:
1. L/B Water Service, Inc.
593 South High Street
Selinsgrove, PA 17870
2. Congressional Construction, LLC
12313 Pleasant Valley Road
Smithsburg, MD 21783
3. Laurel Sand & Gravel, Inc.
T/A SW Barrick & Sons
6110 Frost Place, Suite 150
Laurel, MD 20707
4. Francis O. Day Co., Inc.
850 East Guide Drive, Suite A
Rockville, MD 20850
5. Thomas, Bennett & Hunter, Inc.
70 John Street
Westminster, MD 21157
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About W.F. Delauter & Son
W.F. Delauter & Son, Inc. filed Chapter 11 petition (Bankr. D. X
Case No. 24-13955) on May 8, 2024, with $10 million to $50 million
in both assets and liabilities. Kirby E. Delauter, president,
signed the petition.
Paul Sweeney, Esq., at YVS Law, LLC is the Debtor's legal counsel.
WEISS MULTI-STRATEGY: Jefferies Asks Court to Remove Managers
-------------------------------------------------------------
Hema Parmar, Steven Church, and Jonathan Randles of Bloomberg News
report that managers of Weiss Multi-Strategy Advisers are trying to
use the company's bankruptcy case to enrich themselves and should
be replaced by a court-approved trustee, Jefferies Financial Group
said in a court filing.
The move comes days after Weiss filed for court protection and sued
Jefferies in US bankruptcy court in Manhattan. The defunct hedge
fund is seeking to recover $20 million, alleging the money either
wrongly went to Jefferies over other creditors or was obtained
under the threat of litigation. Jefferies has denied the
allegations and said Weiss is acting in bad faith.
About Weiss Multi-Strategy Advisers
Weiss Multi-Strategy Advisers LLC is engaged in financial
investment activities.
Weiss Multi-Strategy Advisers LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.: 24-10743) on
April 29, 2024. In the petition signed by George Weiss, as manager,
the Debtor reports estimated assets between $10 million and $50
million and estimated liabilities between $100 million and $500
million.
The Honorable Bankruptcy Judge Martin Glenn oversees the case.
The Debtor is represented by:
Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS LLP
200 West 41st Street
17th Floor
New York, NY 10036
Tel: (212) 972-3000
Email: tklestadt@klestadt.com
WESTERN URANIUM: Incurs $2.48 Million Net Loss in First Quarter
---------------------------------------------------------------
Western Uranium & Vanadium Corp. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $2.48 million on $54,273 of revenues for the three
months ended March 31, 2024, compared to a net loss of $1.10
million on $165,975 of revenues for the three months ended March
31, 2023.
As of March 31, 2024, the Company had $37.37 million in total
assets, $4.09 million in total liabilities, and $33.28 million in
total shareholders' equity.
Western Uranium stated, "The Company's ability to continue its
planned operations and to pay its obligations when they become due
is contingent upon the Company obtaining additional financing.
Management's plans include seeking to procure additional funds
through debt and equity financing, to secure regulatory approval to
fully utilize its kinetic separation ("Kinetic Separation")
technology, and to initiate the processing of ore to generate
operating cash flows.
"There are no assurances that the Company will be able to raise
capital on terms acceptable to the Company or at all, or that cash
flows generated from its operations will be sufficient to meet its
current operating costs. If the Company is unable to obtain
sufficient amounts of additional capital, it may be required to
reduce the scope of its planned product development, which could
harm its financial condition and operating results, or it may not
be able to continue to fund its ongoing operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern to sustain operations for at least one
year from the issuance of these condensed interim consolidated
financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1621906/000121390024045250/ea0206325-10q_western.htm
About Western Uranium
Western Uranium & Vanadium Corp is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WINDSOR TERRACE: Pfister & Saso Revises Rule 2019 Statement
-----------------------------------------------------------
The law firm of Pfister & Saso, LLP filed a revised verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases of Windsor
Terrace Healthcare, LLC, and its Affiliated Debtors, the firm
represents the Ad Hoc Group.
The members of the Ad Hoc Group have filed proofs of claim in
respect of personal injury and/or wrongful death tort claims, which
are uniquely situated in bankruptcy matters.
The Ad Hoc Group has retained the law firm of Pfister & Saso, LLP
as counsel to the group as a whole (with all members of the group
nonetheless maintaining their own counsel in connection with their
specific cases and claims).
Since the filing of the Original Rule 2019 Statement, additional
creditors have joined the Ad Hoc Group. All other portions of the
Original Rule 2019 Statement remain complete and correct.
The names of the decedents or injured residents and the names of
any derivative claimants in brackets that follow:
1. Donald Knestrict [Katherine Felkins]
Case No. 34-2022-00313404
(Sacramento Cnty.) and Claim Nos. 11,
12 in 1:23-bk-11208 (Windsor Court)
and Nos. 18, 19 in 1:23-bk-11401
(Windsor Sacramento Estates)
2. Edilberto Pimentel [Aquilina Pimentel, Mary Ann
Pimentel, Edilberto Pimentel, Jr.]
Case No. 34-2021-00301511
(Sacramento Cnty.) and Claim Nos. 14,
15, 16, 17 in 1:23-bk-11212 (Windsor Elk Grove)
3. Timothy Scott [Gabriel Scott]
Case No. 34-2017-00218038
(Sacramento Cnty.) and Claim No. 23
in 1:23-bk-11401 (Windsor Sacramento Estates)
4. Kathryn Long [Richard Long, Jeannette Long]
Case No. STK-CV-2023-11595 (San
Joaquin Cnty.) and Claim Nos. 18, 19
in 1:23-bk-11215 (Windsor Hampton)
and 15, 16 in 1:23-bk-11218 (Windsor Skyline)
5. Ruby Evans [Willette Williams, Ronnie Evans, James
Evans]
Case No. FC5055755 (Solano Cnty.)
and Claim Nos. 15, 16, 17, 18 in 1:23-
bk-11220 (Windsor Vallejo)
6. Sidney Krow [Michelle Krow, Stacy Armstrong]
Case No. 23CV034696 (Alameda
Cnty.) and Claim No. 18 in 1:23-bk-
11207 (Windsor Country Drive)
7. Lin Yuan Weng [Rachel Zi Liang Zhou]
Claim No. 17 in 1:23-bk-11207
(Windsor Country Drive)
8. Lawrence Leslie [Sara Leslie]
Case No. 24CV001372 (Sacramento
Cnty.) and Claim Nos. 24, 25 in 1:23-
bk-11213 (Windsor Elmhaven)
9. Carol Parks [Kimberly Emslander, Melanie Schwemer,
Charles Parks, Michael Parks]
Case No. 24CV001531 (Sacramento
Cnty.) and Claim Nos. 29, 30, 31, 32,
33 in 1:23-bk-11401 (Windsor Sacramento Estates)
10. Mary Carter [Nathan Floyd]
Case No. 19STCV11538 (Los Angeles
Cnty.) and Claim No. 26 in 1:23-bk-
11206 (Windsor Cheviot Hills)
11. Dallas Nelson, Jr. [Delcine Nelson, Marc Nelson]
Case No. STK-CV-UMM-2024-998
(San Joaquin Cnty.) and Claim Nos. 24,
25, 26[1] in 1:23-bk-11401 (Windsor Sacramento Estates)
12. Cynthia Davidson [Corinthia French]
Case No. 23CV007089 (Sacramento
Cnty.) and Claim No. 22[2] in 1:23-bk-
11210 (Windsor El Camino)
13. Larry D. Jefferson [Reashaun Jefferson, Yolanda
Jefferson]
Case No. 23CV030693 (Alameda
Cnty.) and Claim No. 9 in 1:23-bk-
11402 (Windsor Hayward Estates)
14. Aaeron Deleon [Lawonda Deleon, Aaryn Deleon, Ayza
Deleon]
Case No. 34-2022-00325930
(Sacramento Cnty.) and Claim No. 34
in 1:23-bk-11212 (Windsor Elk Grove)
15. Bryan Nash
Case No. 34-2022-00327033
(Sacramento Cnty.) and Claim No. 46
in 1:23-bk-11210 (Windsor El Camino)
16. Drena Humphries [Alan Humphries, George Humphries,
John Humphries]
Case No. 23STCV00307 (Los Angeles
Cnty.) and Claim No. 17 in 1:23-bk-
11214 (Windsor Gardens Convalescent Hospital)
17. James Portis [Patricia Portis]
Case No. 21STCV16326 (Los Angeles
Cnty.) and Claim No. 19 in 1:23-bk-
11206 (Windsor Cheviot Hills)
18. Iman Shabazz [Tiffany Harrison]
Claim No. 22 in 1:23-bk-11213
Windsor Elmhaven) and Claim No. 17
in 1:23-bk-11401 (Windsor Sacramento Estates)
19. Catherine Wicker
Case No. 22STCV01554 (Los Angeles
Cnty.) and Claim No. 21 in 1:23-bk-
11213 (Windsor Elmhaven)
20. Deborah Washington [Brandy Russell]
Case No. 34-2022-00329913
(Sacramento Cnty.) and Claim No. 20
in 1:23-bk-11210 (Windsor El Camino)
21. Denisa Caldwell
Case No. 24STCV03096 (Los Angeles
Cnty.) and Claim No. 160 in 1:23-bk-
11200 (Windsor Terrace)
Attorneys for the Ad Hoc Group:
PFISTER & SASO, LLP
Robert J. Pfister, Esq.
10250 Constellation Boulevard, Suite 2300
Los Angeles, California 90067
Telephone: (310) 414-4901
Email: rpfister@pslawllp.com
-and-
Paul A. Saso, Esq.
524 Broadway, 11th Floor
New York, New York 10012
Telephone: (212) 416-4380
Email: psaso@pslawllp.com
About Windsor Terrace Healthcare
Windsor Terrace Healthcare, LLC and its affiliates are primarily
engaged in the businesses of owning and operating skilled nursing
facilities throughout the State of California. Collectively, the
Debtors own and operate 16 skilled nursing facilities, which
provide 24 hour, seven days a week and 365 days a year care to
patients who reside at those facilities.
In addition to the 16 skilled nursing facilities, the Debtors own
and operate one assisted living facility (which is Windsor Court
Assisted Living, LLC), one home health care center (which is S&F
Home Health Opco I, LLC), and one hospice care center (which is S&F
Hospice Opco I, LLC). The Debtors do not own any of the real
property upon which the facilities are located.
Windsor Terrace Healthcare and 18 affiliates filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23,
2023. Two more affiliates, Windsor Sacramento Estates, LLC and
Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept.
29.
At the time of the filing, Windsor Terrace Healthcare disclosed up
to $10 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the cases.
The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP
as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson
Bridgett, LLP as special counsels; and Province, LLC as financial
advisor. Stretto, Inc., is the Debtor's claims, noticing and
solicitation agent.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal
counsel.
Jacob Nathan Rubin, the patient care ombudsman, is represented by
RHM Law, LLP.
XTI AEROSPACE: Inks Employment Agreements with CEO and CFO
----------------------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company entered
into employment agreements with Scott Pomeroy and Brooke
(Martellaro) Turk on May 6 and May 8, 2024, respectively.
In connection with the consummation of the XTI Merger on March 12,
the Board appointed:
-- Mr. Pomeroy as the Company's Chief Executive Officer and as
a member of the Board in Class I (for a term ending with the 2024
annual meeting of shareholders); and
-- Ms. Turk as the Company's Chief Financial Officer.
Mr. Pomeroy has agreed to continue to serve as the Company's CEO
and as a member and Chairman of the Board. Under the terms of the
Pomeroy Employment Agreement, Mr. Pomeroy is entitled to receive an
annual base salary of $400,000, which may be increased by the Board
from time to time in its sole discretion. Additionally, Mr. Pomeroy
received retroactive pay with respect to the period from March 13
until April 30, 2024 in the aggregate amount of $54,545 and will
receive retroactive pay with respect to the period from May 1, 2024
until May 6, 2024 in the amount of $6,061. Mr. Pomeroy is also
entitled to receive an annual cash bonus of up to a baseline of
100% of his base salary, with the right and ability to earn up to a
cap of 150% of his base salary, applying a weighted average
percentage of the objective and subjective criteria and milestones
set forth in the Pomeroy Employment Agreement. The Board will
determine and award the annual cash bonus by January 31 following
the end of each calendar year during Mr. Pomeroy's employment
period. Mr. Pomeroy is also eligible to participate in the
Company's incentive stock option plan and may receive additional
stock options or other equity incentives in the sole discretion of
the Board. In addition, Mr. Pomeroy is entitled to vacation time,
paid holidays, sick days and personal days in accordance with the
Company's policies applicable to other senior executives of the
Company; provided that he is entitled to six weeks of vacation
annually. Mr. Pomeroy is also eligible to participate in all
benefit plans and programs maintained by the Company for the
benefit of its senior executives. Furthermore, the Company agreed
to reimburse Mr. Pomeroy for all reasonable and necessary business
expenses incurred by him in connection with the performance of his
duties under the Pomeroy Employment Agreement within a reasonable
period of time after Mr. Pomeroy's submission of expense vouchers,
in accordance with Company's expense reimbursement policies.
Mr. Pomeroy's employment agreement term ends on December 31, 2025,
with one automatic one-year extension to December 31, 2026, unless
either party provides prior notice of non-renewal on or before
March 31, 2025. The Pomeroy Employment Agreement provides that Mr.
Pomeroy's receipt of compensation following termination of
employment is subject to his execution of a release releasing all
claims against the Company and its executives, directors and
employees, other than as prohibited by law. If Mr. Pomeroy is
terminated without cause (other than due to death or disability) or
if he resigns for good reason, then Mr. Pomeroy will be entitled
to:
-- a severance payment equivalent to the base salary that
would have been paid to him through the end of the employment
period;
-- payment for any unused vacation accrued to the date of
termination;
-- payment for any accrued but unpaid expenses through the
date of termination; and
-- any benefits to which he may be entitled upon termination
pursuant to the terms of any applicable plans and programs or as
may be required by applicable law. If Mr. Pomeroy terminates for
good reason, in addition to the foregoing compensation and
benefits, he is entitled to receive reimbursements of premium
payments for continuation coverage under applicable state or
federal law, in the event he elects such continuation coverage, for
the remainder of his employment period, or, if longer, for a period
of six months after termination of employment. The Pomeroy
Employment Agreement also includes provisions governing Company
confidential information. If Mr. Pomeroy is terminated for cause,
then immediately following such termination, he is entitled only to
any unpaid compensation and unreimbursed expenses.
Similarly, the Company entered into an employment agreement with
Ms. Turk on May 8, 2024 pursuant to which Ms. Turk agreed to
continue to serve as the Company's CFO. Under the terms of the Turk
Employment Agreement, Ms. Turk is entitled to receive an annual
base salary of $350,000, which may be increased by the Board from
time to time in its sole discretion. Additionally, Ms. Turk
received retroactive pay with respect to the period from March 13,
2024 until April 30, 2024 in the aggregate amount of $47,788 and
will receive retroactive pay with respect to the period from May 1,
2024 until May 8, 2024 in the amount of $7,955. Ms. Turk is also
entitled to receive an annual cash bonus of up to a baseline of 75%
of her base salary, with the right and ability to earn up to a cap
of 112.5% of her base salary, applying a weighted average
percentage of the objective and subjective criteria and milestones
set forth in the Turk Employment Agreement. The Board will
determine and award the annual cash bonus within 30 days after the
end of each calendar year during Ms. Turk's employment period. The
remaining material terms of the Turk Employment Agreement are
substantially similar to the terms of the Pomeroy Employment
Agreement.
Full-text copies of the Pomeroy and Turk Employment Agreements are
available at https://tinyurl.com/3avxkhhy and
https://tinyurl.com/3avxkhhy, respectively.
About XTI Aerospace
XTI Aerospace (formerly Inpixon), is primarily an aircraft
development and manufacturing company. The Company also provides
real-time location systems ("RTLS") for the industrial sector.
Headquartered in Englewood, Colorado, the Company is developing a
vertical takeoff and landing aircraft that takes off and lands like
a helicopter and cruises like a fixed-wing business aircraft. The
Company's initial model, the TriFan 600, is a six-seat aircraft
which is intended to provide point-to-point air travel over
distances of up to 700 miles, fly at twice the speed of a
helicopter and cruise at altitudes up to 25,000 feet.
As of Dec. 31, 2023, the Company had $23.77 million in total
assets, $17.04 million in total liabilities, and $6.73 million in
total stockholders' equity.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024,
citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
XTI AEROSPACE: Investor Swaps Preferreds for Common Stock
---------------------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on May 2, 2024, the
Company entered into an Exchange Agreement with a holder of shares
of the Company's Series 9 Preferred Stock pursuant to which the
Company and the holder agreed to exchange 750 shares of Series 9
Preferred Stock with an aggregate stated value of $787,500 for
357,954 shares of common stock at an effective price per share of
$2.20. The Company issued the Exchange Shares to the holder on May
3, 2024, at which time the Preferred Shares were cancelled. The
Exchange Shares were issued in reliance on the exemption from
registration provided by Section 3(a)(9) of the Securities Act of
1933, as amended, on the basis that:
(a) the Exchange Shares were issued in exchange for other
outstanding securities of the Company;
(b) there was no additional consideration delivered by the
holder in connection with the exchange; and
(c) there were no commissions or other remuneration paid by
the Company in connection with the exchange.
As of May 10, 2024, after taking into account the issuance of the
Exchange Shares, the Company had 11,186,494 shares of common stock
outstanding.
About XTI Aerospace
XTI Aerospace (formerly Inpixon), is primarily an aircraft
development and manufacturing company. The Company also provides
real-time location systems ("RTLS") for the industrial sector.
Headquartered in Englewood, Colorado, the Company is developing a
vertical takeoff and landing aircraft that takes off and lands like
a helicopter and cruises like a fixed-wing business aircraft. The
Company's initial model, the TriFan 600, is a six-seat aircraft
which is intended to provide point-to-point air travel over
distances of up to 700 miles, fly at twice the speed of a
helicopter and cruise at altitudes up to 25,000 feet.
As of Dec. 31, 2023, the Company had $23.77 million in total
assets, $17.04 million in total liabilities, and $6.73 million in
total stockholders' equity.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024,
citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
XTI AEROSPACE: Marcum to Re-Audit Financials
--------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on March 12, 2024, the
Company, Superfly Merger Sub Inc., a Delaware corporation and a
wholly owned subsidiary of the Company, and XTI Aircraft Company, a
Delaware corporation, completed their previously announced merger
transaction. The merger transaction was completed pursuant to an
Agreement and Plan of Merger, dated as of July 24, 2023 and amended
on December 30, and March 12, 2024, pursuant to which Merger Sub
merged with and into Legacy XTI with Legacy XTI surviving the
merger as a wholly-owned subsidiary of the Company.
In connection with the XTI Merger, the Company is required to file
an amendment to the Current Report on Form 8-K filed with the SEC
on March 15, 2024, which 8-K Amendment will include, among other
things, (i) the audited consolidated financial statements of Legacy
XTI as of and for the years ended December 31, 2023 and 2022 and
(ii) Legacy XTI's Management's Financial Discussion and Analysis of
Financial Condition and Results of Operations for the years ended
December 31, 2023 and 2022.
The audited consolidated financial statements of Legacy XTI for the
fiscal year ended December 31, were audited by BF Borgers CPA, PC.
On May 3, 2024, the SEC announced that it had settled charges
against Borgers that it failed to conduct audits in accordance with
the standards of the Public Company Accounting Oversight Board. As
part of the settlement, Borgers agreed to a permanent ban on
appearing or practicing before the SEC. As a result of Borgers'
settlement with the SEC, the Company's current auditors, Marcum
LLP, have agreed to review and re-audit the 2022 Audited Financial
Statements in connection with the filing of the 2022 Audited
Financial Statements with the 8-K Amendment. As a result, the
Company may be delayed in filing the 8-K Amendment. If the 8-K
Amendment is not timely filed, the Company may lose its S-3
eligibility for at least a 12-month period.
About XTI Aerospace
XTI Aerospace (formerly Inpixon), is primarily an aircraft
development and manufacturing company. The Company also provides
real-time location systems ("RTLS") for the industrial sector.
Headquartered in Englewood, Colorado, the Company is developing a
vertical takeoff and landing aircraft that takes off and lands like
a helicopter and cruises like a fixed-wing business aircraft. The
Company's initial model, the TriFan 600, is a six-seat aircraft
which is intended to provide point-to-point air travel over
distances of up to 700 miles, fly at twice the speed of a
helicopter and cruise at altitudes up to 25,000 feet.
As of Dec. 31, 2023, the Company had $23.77 million in total
assets, $17.04 million in total liabilities, and $6.73 million in
total stockholders' equity.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024,
citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
XTREME LANDSCAPING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Xtreme Landscaping & Grounds Maintenance, LLC
2430 Vanderbilt Beach Road
Suite 108-108
Naples, FL 34109
Business Description: The Debtor is a professional landscaping &
maintenance company specializing in large
scale grounds maintenance and landscape &
design.
Chapter 11 Petition Date: May 25, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-00747
Judge: Hon. Caryl E. Delano
Debtor's Counsel: Mike Dal Lago, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Rd. Suite 200
Naples, FL 34108
Tel: 239-571-6877
Email: mike@dallagolaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Glen Devane as interim controller.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download. Follow this link to get a copy today
https://www.pacermonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/J3OCHAQ/Xtreme_Landscaping__Grounds_Maintenance__flmbke-24-00747__0001.0.pdf?mcid=tGE4TAMA
YELLOWBRICK LEARNING: Trinity Capital Marks $2.5MM Loan at 21% Off
------------------------------------------------------------------
Trinity Capital Inc has marked its $2,500,000 loan extended to
Yellowbrick Learning, Inc to market at $1,973,000 or 79% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Yellowbrick
Learning, Inc. The loan accrues interest at a rate of 5% (Fixed
interest rate 2.0%) per annum. The loan matures on March 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
New York-based Yellowbrick is an online education leader within the
creative arts, media and entertainment fields.
YELLOWBRICK LEARNING: Trinity Capital Marks $7.5MM Loan at 21% Off
------------------------------------------------------------------
Trinity Capital Inc has marked its $7,500,000 loan extended to
Yellowbrick Learning, Inc to market at $5,911,000 or 79% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in Trinity Capital's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
Trinity Capital is a participant in a Secured Loan to Yellowbrick
Learning, Inc. The loan accrues interest at a rate of 5% (Fixed
interest rate 2.0%) per annum. The loan matures on March 1, 2026.
Trinity Capital is an internally managed, closed-end,
non-diversified management Investment Company that has elected to
be regulated as a BDC under the Investment Company Act of 1940, as
amended. Trinity Capital has elected to be treated, currently
qualifies, and intends to continue to qualify annually as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax
purposes.
Trinity Capital is led by Kyle Brown, Chief Executive Officer,
President and Chief; and Michael Testa, Chief Financial Officer and
Treasurer. The fund can be reach through:
Kyle Brown
Trinity Capital Inc
1 N. 1st Street, Suite 302
Phoenix, AZ 85004
Tel: (480) 374 5350
New York-based Yellowbrick is an online education leader within the
creative arts, media and entertainment fields.
[*] Distressed Debt Dipped Slightly During 1st Week of May 2024
---------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that distress falls slightly
as two firms file for bankruptcy.
US courts saw two large bankruptcy filings first week of May 2024
while the pile of distressed debt slipped, according to data
compiled by Bloomberg.
Mall-based clothing retailer rue21 filed for bankruptcy a third
time, and recently shuttered hedge fund Weiss Multi-Strategy
Advisers also sought Chapter 11 protection.
Some $206.2 billion of dollar-denominated corporate bonds and loans
in the Americas traded at distressed levels as of Friday, May 3,
2024, down 0.8% from a week earlier, Bloomberg-compiled figures
show.
[] Companies Forecasted by Debtwire to File for Chapter 11
----------------------------------------------------------
Daniel Kline of The Street reports that Chapter 11 bankruptcy
likely for a huge radio company.
Numbers don't lie. You can be optimistic, have a happy outlook, and
do lots of other things that try to paint an upbeat picture. But,
at the end of the day, if a company runs out of money, it has to
file for bankruptcy protection.
A Chapter 11 filing, however, comes with some level of hope. Filing
essentially staves off the death process and allows a company to
negotiate with its creditors in order to see if they'll take equity
instead of cash or even forgive some debt to keep a company
afloat.
It's a risky process because it takes some control out of the
company's hands and gives it to the bankruptcy court. In some
cases, even when a deal with creditors has been negotiated, one
debtor objecting to the deal can scuttle it.
In addition, the bankruptcy court might be sympathetic to customers
who had orders not filled or find another reason that pushes a
company from reorganization to Chapter 7 bankruptcy liquidation.
As a company readies a Chapter 11 bankruptcy filing, it often keeps
its cards close to the vest. That does not mean that there's no way
to not what companies might be preparing to file.
Debtwire, a service of ION Analytics, has a formula, the LTD score,
which "offers a precise outlook on stress, distress, or
restructuring likelihood for corporate issuers," the company
shared.
Developed by Debtwire's team of data scientists, engineers, and
writers, the LTD score algorithm leverages 20+ inputs from over 30
years of proprietary data. The LTD has a long history of predicting
Chapter 11 filings, and it has bad news for three leading
communications and media companies.
Debtwire predicts Chapter 11 bankruptcy filings
"A company with a score of 99 is one that we expect to file or
enter into an out-of-court restructuring imminently. The score
doesn't predict the exact date or time before filing, but it's
meant to show that we consider it only a matter of time," according
to Sarah Foss, Debtwire's Global Head of Legal, Restructuring.
Five companies scored a 99 on the company's May report, and three
of them are in the same sector.
"Three of the companies at the top of Debtwire’s Likely to
Distress (LTD) rankings – CommScope Holdings (COMM) , Cumulus
Media (CMLS) , and EchoStar Group (SATS) – are in the
communications, media & entertainment sector, which has seen a
spike in restructuring activity in the last year and a half," Foss
shared.
Debtwire research shows that 19 companies in the media and
telecommunications space sought bankruptcy protection in U.S.
courts in 2023, while another five have filed for bankruptcy
protection so far this year.
"The LTD Score provides a precise outlook on the likelihood of
stress, distress, or restructuring for corporate issuers," Debtwire
added.
A look at the impacted companies
Perhaps the best-known brand on the list, Cumulus Media operates
radio stations and syndicated radio content.
"Cumulus Media is an audio-first media company delivering premium
content to over a quarter billion people every month — wherever
and whenever they want it. Cumulus Media engages listeners with
high-quality local programming through 401 owned-and-operated radio
stations across 85 markets," the company shared on its website.
It also offers syndicated programming to over 9,800 affiliated
stations through Westwood One, the largest audio network in
America, and Cumulus owns a large podcast network.
It derives much of its revenue from advertising, which has been
weak of late. The stock closed May 2 at $2.75, down from as high as
$15.67 in May 2022 and down 48.3% this year.
EchoStar offers satellite programming and now owns the Dish Network
satellite television brand as well as Hughesnet satellite internet
service. The company also operates the Boost Mobile phone service.
Shares have fallen from nearly $50 in 2017 to $17.44 as of May 3.
CommScope Holding, the least-known brand on this list, works in the
background, so it's not a company that most people will know. Even
its own description of itself does not make it all that clear what
it does.
"At CommScope we push the boundaries of communications technology
to create the world’s most advanced networks. We design,
manufacture, install, and support the hardware infrastructure and
software intelligence that enable our digital society to interact
and thrive. Working with customers, we advance broadband,
enterprise, and wireless networks to power progress and create
lasting connections," it posted on its website.
[^] BOND PRICING: For the Week from May 20 to 24, 2024
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 54.601 5/1/2025
99 Cents Only Stores LLC NDN 7.500 27.177 1/15/2026
99 Cents Only Stores LLC NDN 7.500 27.177 1/15/2026
99 Cents Only Stores LLC NDN 7.500 27.177 1/15/2026
Acorda Therapeutics Inc ACOR 6.000 56.602 12/1/2024
Amyris Inc AMRS 1.500 3.500 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 1.250 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 1.250 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 1.250 8/15/2026
At Home Group Inc HOME 7.125 28.571 7/15/2029
At Home Group Inc HOME 7.125 28.571 7/15/2029
Audacy Capital Corp CBSR 6.500 3.875 5/1/2027
Audacy Capital Corp CBSR 6.750 3.875 3/31/2029
Audacy Capital Corp CBSR 6.750 3.375 3/31/2029
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Beasley Mezzanine
Holdings LLC BBGI 8.625 60.699 2/1/2026
Beasley Mezzanine
Holdings LLC BBGI 8.625 59.483 2/1/2026
Biora Therapeutics Inc BIOR 7.250 55.489 12/1/2025
Cadence Bank NA CADE 6.250 96.728 6/28/2029
Citigroup Global
Markets Holdings
Inc/United States C 3.650 99.610 5/31/2024
CommScope Inc COMM 8.250 45.660 3/1/2027
CommScope Inc COMM 8.250 45.593 3/1/2027
CommScope Technologies LLC COMM 5.000 39.686 3/15/2027
CommScope Technologies LLC COMM 5.000 39.631 3/15/2027
CorEnergy Infrastructure
Trust Inc CORR 5.875 71.000 8/15/2025
Curo Group Holdings Corp CURO 7.500 3.737 8/1/2028
Curo Group Holdings Corp CURO 7.500 4.000 8/1/2028
Curo Group Holdings Corp CURO 7.500 23.000 8/1/2028
Cutera Inc CUTR 2.250 34.862 3/15/2026
Cutera Inc CUTR 4.000 18.388 6/1/2029
Cutera Inc CUTR 2.250 19.500 6/1/2028
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 6.350 15.264 3/15/2040
Danimer Scientific Inc DNMR 3.250 17.000 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.875 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.452 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.875 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.746 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.452 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 3.000 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.300 8/15/2026
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion Devices ENER 3.000 0.762 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 45.000 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 44.705 1/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 29.000 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 21.307 7/15/2026
Federal Farm Credit
Banks Funding Corp FFCB 2.220 99.857 5/29/2024
Federal Home Loan Banks FHLB 5.000 99.418 5/28/2024
Federal Home Loan Banks FHLB 5.200 99.422 5/28/2024
Federal Home Loan Banks FHLB 0.420 97.272 6/26/2024
Federal Home Loan Banks FHLB 1.000 97.240 6/28/2024
Federal Home Loan Banks FHLB 0.790 99.743 5/30/2024
Federal Home Loan Banks FHLB 5.125 99.420 5/28/2024
Federal Home Loan Banks FHLB 1.000 97.055 6/28/2024
Federal Home Loan Banks FHLB 0.700 97.429 6/24/2024
Federal Home Loan Banks FHLB 0.400 97.280 6/25/2024
Federal Home Loan Banks FHLB 0.400 97.194 6/25/2024
Federal Home Loan Banks FHLB 3.565 99.801 5/30/2024
Federal Home Loan Banks FHLB 3.300 99.388 5/28/2024
Federal Home Loan Banks FHLB 0.400 97.304 6/25/2024
Federal Home Loan Banks FHLB 3.750 99.396 5/28/2024
Federal Home Loan Banks FHLB 2.720 99.377 5/28/2024
Federal Home Loan Banks FHLB 0.475 83.327 8/19/2024
Federal Home Loan Banks FHLB 0.440 84.127 6/19/2024
Federal Home Loan Banks FHLB 0.350 96.325 6/28/2024
Federal Home Loan
Mortgage Corp FHLMC 5.150 99.340 5/28/2026
Federal Home Loan
Mortgage Corp FHLMC 5.200 67.814 8/23/2024
Federal Home Loan
Mortgage Corp FHLMC 3.060 99.372 5/29/2024
Federal Home Loan
Mortgage Corp FHLMC 0.325 99.776 5/30/2024
Federal Home Loan
Mortgage Corp FHLMC 5.050 99.773 5/29/2024
Federal Home Loan
Mortgage Corp FHLMC 5.170 99.414 5/28/2024
Federal Home Loan
Mortgage Corp FHLMC 3.740 99.386 5/29/2024
Federal Home Loan
Mortgage Corp FHLMC 5.270 92.989 6/11/2024
First Republic Bank/CA FRCB 4.375 4.625 8/1/2046
First Republic Bank/CA FRCB 4.625 4.500 2/13/2047
Fisker Inc FSRN 2.500 0.010 9/15/2026
GNC Holdings Inc GNC 1.500 0.833 8/15/2020
German American Bancorp Inc GABC 4.500 91.001 6/30/2029
German American Bancorp Inc GABC 4.500 91.001 6/30/2029
German American Bancorp Inc GABC 4.500 91.001 6/30/2029
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 4.963 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 5.250 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 13.301 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Hughes Satellite Systems SATS 6.625 52.225 8/1/2026
Hughes Satellite Systems SATS 6.625 52.168 8/1/2026
Hughes Satellite Systems SATS 6.625 52.168 8/1/2026
Inseego Corp INSG 3.250 46.000 5/1/2025
Invacare Corp IVC 4.250 1.002 3/15/2026
Invitae Corp NVTA 2.000 87.500 9/1/2024
JPMorgan Chase Bank NA JPM 2.000 86.981 9/10/2031
Karyopharm Therapeutics Inc KPTI 3.000 64.500 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 15.000 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 3.000 5/1/2024
Ligado Networks LLC NEWLSQ 15.500 14.625 11/1/2023
Lightning eMotors Inc ZEVY 7.500 1.818 5/15/2024
Lumen Technologies Inc LUMN 4.500 29.173 1/15/2029
Lumen Technologies Inc LUMN 4.500 29.147 1/15/2029
Luminar Technologies Inc LAZR 1.250 37.500 12/15/2026
MBIA Insurance Corp MBI 16.850 5.250 1/15/2033
MBIA Insurance Corp MBI 16.850 4.909 1/15/2033
Macy's Retail Holdings LLC M 6.700 84.305 7/15/2034
Macy's Retail Holdings LLC M 6.900 89.794 1/15/2032
Mashantucket Western
Pequot Tribe MASHTU 7.350 50.000 7/1/2026
Midland States Bancorp Inc MSBI 5.000 89.822 9/30/2029
Morgan Stanley MS 4.153 98.750 6/7/2024
Morgan Stanley MS 1.800 75.728 8/27/2036
NanoString Technologies NSTG 2.625 75.108 3/1/2025
Office Properties
Income Trust OPI 4.500 77.274 2/1/2025
Oncor Electric
Delivery Co LLC ONCRTX 2.750 99.423 6/1/2024
Oncor Electric
Delivery Co LLC ONCRTX 2.750 99.423 6/1/2024
Photo Holdings Merger Sub SFLY 8.500 47.228 10/1/2026
Photo Holdings Merger Sub SFLY 8.500 47.228 10/1/2026
Polar US Borrower LLC /
Schenectady
International
Group Inc SIGRP 6.750 26.356 5/15/2026
Polar US Borrower LLC /
Schenectady
International
Group Inc SIGRP 6.750 26.427 5/15/2026
Qwest Capital Funding Inc QWECOM 6.875 36.864 7/15/2028
Rackspace Technology
Global Inc RAX 5.375 26.749 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 30.000 2/15/2028
Rackspace Technology
Global Inc RAX 3.500 30.842 2/15/2028
Rackspace Technology
Global Inc RAX 5.375 26.749 12/1/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 6.875 4.923 12/15/2028
Rite Aid Corp RAD 7.700 2.625 2/15/2027
Rite Aid Corp RAD 6.875 4.923 12/15/2028
Rite Aid Corp RAD 7.500 58.327 7/1/2025
Rite Aid Corp RAD 7.500 58.500 7/1/2025
RumbleON Inc RMBL 6.750 59.725 1/1/2025
SVB Financial Group SIVB 3.500 67.000 1/29/2025
SVB Financial Group SIVB 4.700 1.212 N/A
SVB Financial Group SIVB 4.100 1.500 N/A
SVB Financial Group SIVB 4.250 1.688 N/A
SVB Financial Group SIVB 4.000 1.500 N/A
Shift Technologies Inc SFT 4.750 0.380 5/15/2026
Spanish Broadcasting
System Inc SBSAA 9.750 47.830 3/1/2026
Spanish Broadcasting
System Inc SBSAA 9.750 46.999 3/1/2026
Spirit Airlines Inc SAVE 4.750 73.000 5/15/2025
Sunnova Energy
International Inc NOVA 2.625 32.750 2/15/2028
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.000 5/15/2027
Veritone Inc VERI 1.750 36.750 11/15/2026
Virgin Galactic Holdings SPCE 2.500 30.858 2/1/2027
Voyager Aviation Holdings VAHLLC 8.500 15.615 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.615 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.615 5/9/2026
Vroom Inc VRM 0.750 47.597 7/1/2026
Warner Media LLC TWX 3.550 99.750 6/1/2024
WeWork Cos US LLC WEWORK 11.000 1.000 8/15/2027
WeWork Cos US LLC WEWORK 11.000 1.000 8/15/2027
WeWork Cos US LLC WEWORK 15.000 4.000 8/15/2027
WeWork Cos US LLC WEWORK 15.000 4.000 8/15/2027
WeWork Cos US LLC WEWORK 12.000 1.617 8/15/2027
Wesco Aircraft Holdings Inc WAIR 13.125 2.459 11/15/2027
Wesco Aircraft Holdings Inc WAIR 9.000 11.932 11/15/2026
Wesco Aircraft Holdings Inc WAIR 9.000 11.932 11/15/2026
Wesco Aircraft Holdings Inc WAIR 13.125 2.459 11/15/2027
Wheel Pros Inc WHLPRO 6.500 23.081 5/15/2029
Wheel Pros Inc WHLPRO 6.500 23.081 5/15/2029
fuboTV Inc FUBO 3.250 56.500 2/15/2026
iHeartCommunications Inc IHRT 8.375 30.405 5/1/2027
*********
Monday's edition of the TCR delivers a list of indicative prices
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obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
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