/raid1/www/Hosts/bankrupt/TCR_Public/240531.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, May 31, 2024, Vol. 28, No. 151
Headlines
11501 WILLIAM BEANES: Voluntary Chapter 11 Case Summary
123DENTIST: HPS Corporate Marks $51.6MM Loan at 26% Off
134 SOUTH WALNUT: Court Denies Bid to Sell Quincy Property
236 WEST E&P: Hits Chapter 11 Bankruptcy in New York
3968 MLK: Case Summary & Eight Unsecured Creditors
600 GROUP: Case Summary & Five Unsecured Creditors
777 PARTNERS: Advantage Taps Moelis to Review Teams Portfolio
A SUN STATE TREES: Case Summary & Four Unsecured Creditors
A&V HOLDINGS: Moody's Raises CFR to B2 & Alters Outlook to Stable
AAA TREE: Gets Court Nod to Sell Vehicle for $7,000
ABSOLUTE DIMENSIONS: Wins Interim Cash Collateral Access
ACCELERATED HEALTH: HPS Corporate Marks $7.9MM Loan at 25% Off
ACI CAPITAL: Case Summary & 20 Largest Unsecured Creditors
ADMIRABLE HAVENS: Wins Interim Cash Collateral Access
ADVANCED CARE: Files Emergency Bid to Use Cash Collateral
ADVANCED CARE: Hits Chapter 11 After Malpractice Suit
ALLIANCE RESOURCE: Moody's Rates New $400MM Unsecured Notes 'B1'
ALLIANCE RESOURCE: S&P Places 'B+' ICR on CreditWatch Positive
ALLIED WIRELINE: 90% Markdown for FS Specialty $70.2MM Loan
ALTIUM PACKAGING: S&P Assigns 'B+' Rating on Proposed Term Loan
AMC ENTERTAINMENT: Raises Going Concern Doubt Amid $2.4-Bil. Loss
AMERICAN NUTS: MSC Income Marks $4.2MM Loan at 42% Off
AMERICAN NUTS: MSC Income Marks $5MM Loan at 19% Off
AMERICAN PAVING: Files Emergency Bid to Use Cash Collateral
AMERICAN TELECONFENCING: 98% Markdown for $11.6MM MSC Loan
AMERICAN TELECONFENCING: 98% Markdown for $2.4MM MSC Loan
APOLLO COMMERCIAL: Moody's Affirms 'Ba3' CFR, Outlook Stable
APPLIED UV: Seeks $3.5MM DIP Loan from Pinnacle Bank
APPRISS HEALTH: BlackRock TCP Marks $73.6MM Loan at 17% Off
ARAX HOLDINGS: Partners With Tuzla Municipality for Smart City
ARRAY TECH: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
ATLANTICA SUSTAINABLE: S&P Places 'BB+' ICR on Watch Negative
BAYSHORE DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
BECKER INC: Case Summary & 20 Largest Unsecured Creditors
BENARK LLC: Court OKs Cash Collateral Access
BENT AVENUE REAL ESTATE: Voluntary Chapter 11 Case Summary
BIJOU HILL: Has Deal on Cash Collateral Access
BIOREGENX INC: Financial Strain Raises Going Concern Doubt
BIOSIG TECHNOLOGIES: Financial Strain Raises Going Concern Doubt
BUCA C LLC: MSC Income Marks $12.6MM Loan at 36% Off
CAPSTONE GREEN ENERGY: Reorganizes After Bankruptcy
CCS-CMGC HOLDINGS: FS Specialty Marks $27.7MM Loan at 20% Off
CELL-NIQUE CORP: Court OKs Deal on Cash Collateral Access
CGEN HOLDINGS: Gets OK to Sell Property to Chen & Lin for $1.5M
CHAPIN DAIRY: Affiliate Has Deal on Cash Collateral Access
CHEFS' WAREHOUSE: Moody's Ups CFR to B1 & Alters Outlook to Stable
CITIUS PHARMACEUTICALS: Incurs $8.54M Net Loss in Second Quarter
CLARIUS BIGS: 99% Markdown for $2.6MM MSC Loan
CMC ELECTRIC: Court OKs Interim Cash Collateral Access
CONFLUENCE TECHNOLOGIES: Moody's Cuts CFR to Caa2, Outlook Stable
CONFLUENCE TECHNOLOGIES: S&P Assigns 'CCC+' ICR, Outlook Negative
CONNECT FIT: Court OKs Cash Collateral Access Thru July 18
CONTROL MICRO: Case Summary & 20 Largest Unsecured Creditors
CONVERGEONE HOLDINGS: Gets Court Okay to Exit Chapter 11 Bankruptcy
CORETEC GROUP: Incurs $524K Net Loss in First Quarter
CORNERSTONE CLASSICAL: Moody's Rates 2024A/B Education Bonds 'Ba3'
CREAGER MERCANTILE: Court OKs Interim Cash Collateral Access
D & R JONES: Wins Cash Collateral Access on Final Basis
DANLON INC: Files Emergency Bid to Use Cash Collateral
DIAMOND SPORTS: Delays Confirmation Hearing Amid Comcast Spat
ECI PHARMACEUTICALS: May Use Cash Collateral Thru June 14
EMERA INC: Moody's Affirms 'Ba2' Rating on Subordinated Debt
EMERGENT BIOSOLUTIONS: All Four Proposals Passed at Annual Meeting
EMPLOYBRIDGE LLC: HPS Corporate Marks $9.7MM Loan at 16% Off
ERC TOPCO: HPS Corporate Marks $25.2MM Loan at 26% Off
ERC TOPCO: HPS Corporate Marks $414,000 Loan at 26% Off
EYE CARE: Gets Court Okay for $14.5-Mil. Sale to Bankers Life
FCA CONSTRUCTION: Court OKs Cash Collateral Access Thru June 26
FLORIDIAN POOLS: Bid to Use Cash Collateral Denied
FRINJ COFFEE: Faces Lawsuit in Chapter 11 Bankruptcy
FTX GROUP: Bankruptcy Examiner Wants LedgerX Deal Probed
FTX GROUP: Examiner Says That Fenwick & West Involved in Fraud
FUTURE FINTECH: Falls Short of Nasdaq Bid Price Requirement
GABHALTAIS TEAGHLAIGH: Seeks to Sell Property to Root Development
GAMIDA CELL: Judge Plans to Approve Prepackaged Chapter 11 Plan
GAMIDA CELL: Seeks to Hire Blank Rome as Bankruptcy Co-Counsel
GAMIDA CELL: Seeks to Hire Cooley LLP as Bankruptcy Co-Counsel
GAMIDA CELL: Seeks to Hire Kroll as Administrative Advisor
GLOBAL TECHNOLOGIES: Reports $2.76M Net Income in Third Quarter
GPS HOSPITALITY: Moody's Alters Outlook on 'Caa1' CFR to Stable
GRAND FUSION: Wins Interim Cash Collateral Access
GRAPHIC PACKAGING: Moody's Affirms 'Ba1' CFR, Outlook Stable
GREEN VALLEY: Seeks Court Nod to Sell Liquor License to SFALII
GREENWICH INVESTMENT: Hits Chapter 11 Bankruptcy as Muni Deals Sour
GULTON INCORPORATED: Brian Hofmeister Named Subchapter V Trustee
HARBOR FREIGHT: Moody's Alters Outlook on 'B1' CFR to Positive
HAUS PLUMBING: Court OKs Interim Cash Collateral Access
HDC/HW INTERMEDIATE: MSC Income Marks $914,000 Loan at 56% Off
HELLO NOSTRAND: Hearing to Approve Bid Rules Set for June 7
HELLO NOSTRAND: Taps Goldberg Weprin Finkel Goldstein as Counsel
HERTZ CORP: Moody's Alters Outlook on 'B2' CFR to Negative
HIGHLINE AFTERMARKET: S&P Alters Outlook to Stable, Affirms 'B' ICR
IDAHO HOUSING: Moody's Gives Ba3 Underlying Rating to 2024C/D Bonds
IMMANUEL SOBRIETY: Seeks to Hire Sheila Esmaili as Legal Counsel
INFOW LLC: Jones Attorney Escapes 6-Month Suspension
INVITAE CORP: Court OKs Sale of Assets to Labcorp Genetics
INW MANUFACTURING: MSC Income Marks $6.5MM Loan at 20% Off
IR 96TH STREET: Seeks to Hire Meyers Law Firm as Counsel
ITA HOLDINGS: MSC Income Marks $1MM Loan at 21% Off
ITA HOLDINGS: MSC Income Marks $1MM Loan at 21% Off
JLM COUTURE: Has Deal With Designer Hayley Paige
LAZARUS HOLDING: Michael Abelow Named Subchapter V Trustee
LEWISBERRY PARTNERS: Court OKs Cash Collateral Access Thru June 14
LIFEBACK LAW FIRM: Court OKs Cash Collateral Access Thru Sept 30
LIVE NATION: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
LOGIX ACQUISITION: MSC Income Marks $11.5MM Loan at 22% Off
LTL MANAGEMENT: J&J Loses Quick Bid for Beasley Docs in MDL
MADISON IAQ: Moody's Raises CFR to B2 & Senior Secured Notes to B1
MARTIN MIDSTREAM: Moody's Alters Outlook on 'B3' CFR to Negative
MEDICAL PROPERTIES: Nears Finalizing $800 Mil. Refinancing Deal
MESO NUMISMATICS: Recurring Losses Raise Going Concern Doubt
METROPOLITAN THEATRES: Seeks to Hire Ordinary Course Professionals
MIDSTATE SIGNS: Court OKs Interim Cash Collateral Access
MMA LAW FIRM: Wants to Remove Creditors' Counsel in Chapter 11 Case
MOUNTAINEER MERGER: Moody's Alters Outlook on 'B3' CFR to Negative
NCR VOYIX: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
NEPHRITE FUND I: Seeks Chapter 11 Bankruptcy Protection
NEPHRITE FUND: Wins Cash Collateral Access Thru June 5
NEW ORLEANS I: Secured Party Sets July 15 Auction
NEW RUE21: Cancels Auction, Designates YM Inc. as Winning Bidder
NITRO FLUIDS: Court OKs $12MM DIP Loan From Simmons Bank
NITRO FLUIDS: Seeks Chapter 11 Bankruptcy Protection
NOVARIA GROUP: S&P Assigns 'B-' Issuer Credit Rating, Outlook Pos.
NOVARIA HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable
NXT ENERGY: Computershare Cancels 2024 Annual and Special Meeting
OSMOSE UTILITIES: Moody's Affirms 'B3' CFR, Outlook Remains Stable
OVAINNOVATIONS LLC: Committee Taps Miller Canfield as Counsel
P3 PURE LLC: Starts Subchapter V Bankruptcy Proceeding
PARTNERS IN HOPE: Seeks Cash Collateral Access
PLAINFIELD RENEWABLE: FS Specialty Marks $13.9MM Loan at 67% Off
PLANT BAE: Court OKs Cash Collateral Access on Final Basis
POGO ENERGY: Case Summary & 20 Largest Unsecured Creditors
PREDICTIVE ONCOLOGY: Incurs $4.22 Million Net Loss in First Quarter
PROVECTUS BIOPHARMACEUTICALS: Posts $504K Net Loss in First Quarter
PUERTO RICO: First Circuit Affirms UBS Pension Fight Win
QORVO INC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Positive
RADIATE HOLDCO: Lenders Extend Deal Until Loan Matures in 2026
REECE GREEN: Files Emergency Bid to Use Cash Collateral
RELIANCE SECURITY: Case Summary & 20 Largest Unsecured Creditors
REMARKABLE HEALTHCARE: Court OKs Interim Cash Collateral Access
RESEARCH NOW: MSC Income Marks $9.6MM Loan at 40% Off
RESONATE BLENDS: Financial Strain Raises Going Concern Doubt
REWORLD HOLDING: Moody's Alters Outlook on 'B1' CFR to Negative
RITE AID: Legal Team Reassures Creditors of Chapter 11 Survival
ROBBIN BROS: MSC Income Marks $3.7MM Loan at 28% Off
RODAN & FIELDS: Moody's Cuts CFR to C & Alters Outlook to Negative
ROOFSMITH RESTORATION: Court OKs Cash Collateral Access Thru June 1
RYVYL INC: Incurs $2.69 Million Net Loss in First Quarter
SABRE HOLDINGS: Moody's Alters Outlook on 'B3' CFR to Negative
SC HEALTHCARE: Petersen Assets Sale Proceeds After Dispute Settled
SCILEX HOLDING: Sends Letter to Congress on Market Manipulation
SCIONTI CONSTRUCTION: Kicks Off Chapter 11 Bankruptcy Protection
SIGYN THERAPEUTICS: Incurs $758K Net Loss in First Quarter
SKYX PLATFORMS: Incurs $9.68 Million Net Loss in First Quarter
SM WELLNESS: Moody's Ups CFR to B3 & First Lien Secured Debt to B2
SOD EXPRESS: Case Summary & Four Unsecured Creditors
SOLDIER OPERATING: Gets Interim Approval to Tap Bankruptcy Counsel
SOLIGENIX INC: Adjourns Annual Meeting on May 30
SOUND INPATIENT: 93% Markdown for $1.5MM NexPoint Loan
STAPLES INC: Sells About $4-Bil. Bonds, Loans to Refinance Debt
STUDENT RESOURCE: MSC Income Marks $5.9MM Loan at 67% Off
SURFER'S PARADISE: Case Summary & Four Unsecured Creditors
SYNAPSE FINANCIAL: US Trustee Asks to Convert Case to Chapter 7
TABOR MANOR: Robert Gainer of Cutler Named Subchapter V Trustee
TAKEOFF TECHNOLOGIES: Case Summary & 30 Top Unsecured Creditors
TAMG REALTY: Leon Jones Named Subchapter V Trustee
TAMPA LIFE: Court OKs $7MM DIP Loan from UMB Bank
TEDDER INDUSTRIES: MSC Income Marks $3.8MM Loan at 48% Off
TELEPHONE AND DATA: Moody's Puts Ba1 CFR on Review for Downgrade
THRASIO LLC: HPS Corporate Marks $2.7MM Loan at 66% Off
TIGER ACQUISITION: Moody's Lowers Rating on 1st Lien Loans to 'B3'
TOMMY'S BOATS: Seeks Chapter 11 After M&T Bank Deal Breach
TPC GROUP: S&P Raises ICR to 'B' on Improved Operating Performance
TREE HOUSE: Seeks to Tap Babione Kuehler & Company as Accountant
TREE LANE: Seeks to Hire Leech Tishman Fuscaldo & Lampl as Counsel
TREE LANE: Seeks to Hire Traverse as Chief Restructuring Officer
TREE LANE: Taps Winthrop Golubow Hollander as Independent Manager
TROJAN EV: Court OKs Cash Collateral Access on Final Basis
TURNING POINTS: Seeks to Tap Keller Williams as Real Estate Broker
TYKMA INC: Case Summary & 20 Largest Unsecured Creditors
U.S TELEPACIFIC: MSC Income Marks $6.8MM Loan at 62% Off
VAN'S AIRCRAFT: Gets Court Okay to Exit Chapter 11 Bankruptcy
VELOCITY VEHICLE: Moody's Assigns First Time Ba3 Corp Family Rating
VESTIS CORP: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative
VICTORY PROFESSIONAL: Has Deal on Cash Collateral Access
VIGILANCIA VIRTUAL: Seeks to Tap Landrau Rivera & Assoc. as Counsel
VILLAGE CENTER: Court OKs Interim Cash Collateral Access
WAVEDANCER INC: CohnReznick Steps Down as Independent Auditor
WEISS MULTI-STRATEGY: Millennium Demanded Job Cuts, Client Loss
WESTAR PLUMBING: Voluntary Chapter 11 Case Summary
WHITNEY OIL & GAS: Seeks to Sell East Bay Assets to Spectrum
WOMEN'S HEALTH: Court OKs Cash Collateral Access on Final Basis
YWFM LLC: Court OKs Cash Collateral Access on Final Basis
ZUNAIRAH PROPERTIES: Voluntary Chapter 11 Case Summary
[*] 3 Big Mall Retailers Closing Stores After Filing Bankruptcy
[*] Healthcare Chapter 11 Filings Highest in 15 Years
[^] BOOK REVIEW: The Titans of Takeover
*********
11501 WILLIAM BEANES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 11501 William Beanes LLC
1629 K St NW Suite 300
Washington DC 20006
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor is the owner
of a real property located at 11501 William
Beanes Rd, Upper Marlboro, MD 20772
having a current value of $1.11 million.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-14571
Debtor's Counsel: Kellee Baker, Esq.
KB LAW FIRM
7600 Ora Glen Dr #1691
Greenbelt MD 20768
Tel: (301) 467-5856
Email: KBLawFirm@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Jose Strickland as managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TNYI6JY/11501_Willaim_Beanes_LLC__mdbke-24-14571__0001.0.pdf?mcid=tGE4TAMA
123DENTIST: HPS Corporate Marks $51.6MM Loan at 26% Off
-------------------------------------------------------
HPS Corporate Lending Fund has marked its $51,609,000 loan extended
123Dentist Inc to market at $38,106,000 or 74% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in HPS Corporate's Form 10-Q for the quarterly period ended March
31, 2024, filed with the Securities and Exchange Commission.
HPS Corporate is a participant in a First Lien Debt to 123Dentist
Inc. The loan accrues interest at a rate of 10.79% (C+ 5.50%) per
annum. The loan matures on August 10, 2029.
HPS Corporate is a Delaware statutory trust that was formed on
December 23, 2020 and commenced operations on February 3, 2022. The
Company is a non-diversified, closed-end management investment
company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. The
Company is externally managed by HPS Advisors, LLC a wholly-owned
subsidiary of HPS Investment Partners, LLC. Prior to June 30, 2023,
the Company was externally managed by HPS. The Company has elected
to be treated for federal income tax purposes, and intends to
qualify annually thereafter, as a regulated investment company as
defined under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HPS Corporate is led by Michael Patterson, Chief Executive Officer;
and Robert Busch, Chief Financial Officer. The fund can be reach
through:
Michael Patterson
HPS Corporate Lending Fund
40 West 57th Street, 33rd Floor
New York, NY 10019
Tel: (212) 287-6767
123Dentist Inc. offers various kinds of dental treatments.
123Dentist serves patients in Canada.
134 SOUTH WALNUT: Court Denies Bid to Sell Quincy Property
----------------------------------------------------------
134 South Walnut Street, LLC failed to win court approval to sell
its real property to Cotte 24 XB, LLC.
Judge Janet Bostwick of the U.S. Bankruptcy Court for the District
of Massachusetts denied the company's motion to sell in a private
deal the property located at 134-136 South Walnut St., Quincy,
Mass.
The court decision is "without prejudice" to the company filing a
subsequent motion at a later date.
The property is the company's primary asset and consists of a
two-family residential building. The company has always been in the
business of operating the property, and has not had any other
material operations.
The company offered to sell the property to Cotte 24 XB for
$550,000 "free and clear" of any liens, claims, encumbrances and
interests.
About 134 South Walnut Street
134 South Walnut Street, LLC filed Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 23-11823) on November 6, 2023, with as
much as $1 million in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
Murphy & King, Professional Corporation, is the Debtor's legal
counsel.
236 WEST E&P: Hits Chapter 11 Bankruptcy in New York
----------------------------------------------------
On May 14, 2024 236 West E&P LLC filed for chapter 11 protection in
the Southern District of New York. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About 236 West E&P LLC
236 West E&P LLC is a Single Asset Real Estate (as defined in 11
U.S.C. § 101(51B)).
On May 14, 2024 236 West E&P LLC filed for chapter 11 protection in
the Southern District of New York (Case No. 24-10830). In the
petition signed by Esley Portesous, as member, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
Honorable Bankruptcy Judge David S Jones handles the case.
The Debtor is represented by:
Stacey Reeves, Esq.
Law Offices of Stacey Simon Reeves
235 West 136th Street
New York, NY 11234
3968 MLK: Case Summary & Eight Unsecured Creditors
--------------------------------------------------
Debtor: 3968 MLK LLC
1613 17th PL SE
#103
Washington, DC 20020
Business Description: 3968 MLK LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: May 29, 2024
Court: United States Bankruptcy Court
District of Columbia
Case No.: 24-00186
Debtor's Counsel: Maurice Verstandig, Esq.
THE BELMONT FIRM
1050 Connecticut NW
Suite 500
Washington, DC 20036
E-mail: mac@mbvesq.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ali Razjooyan as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/542IQWY/3968_MLK_LLC__dcbke-24-00186__0001.0.pdf?mcid=tGE4TAMA
600 GROUP: Case Summary & Five Unsecured Creditors
--------------------------------------------------
Debtor: 600 Group Incorporated
4420 Metric Drive, Suite A
Winter Park, FL 32792
Business Description: 600 Group is focused on the global
industrial laser technology industry. With
a diversified, blue-chip customer base, 600
Group designs and supplies industrial laser
systems through two brands, TYKMA/Electrox
and Control Micro Systems (CMS), providing
standard and specialized laser solutions,
including marking, drilling, cutting and
welding.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-02726
Judge: Hon. Lori V. Vaughan
Debtor's Counsel: R.Scott Shuker, Esq.
SHUKER & DORRIS, P.A.
121 S. Orange Avenue
Suite 1120
Orlando, FL 32801
Tel: (407) 337-2060
Email: rshuker@shukerdorris.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul R. Dupee as chairman.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/5KMFNOY/600_Group_Incorporated__flmbke-24-02726__0001.0.pdf?mcid=tGE4TAMA
777 PARTNERS: Advantage Taps Moelis to Review Teams Portfolio
-------------------------------------------------------------
David Hellier of Bloomberg News reports that Moelis & Co. has been
hired to review 777 Partners LLC's portfolio of football teams,
people with knowledge of the matter said, raising fresh questions
about the future of one of the sport's biggest multiclub owners.
The investment bank has been appointed by New York insurance
company Advantage Capital Holdings LLC, a major lender to 777,
according to the people. Moelis is evaluating a range of potential
options for 777’s football holdings, including possible asset
sales, they said.
A-Cap's loans to 777 are secured against some of the Miami-based
investment firm's assets.
About 777 Partners Inc.
777 Partners Inc. -- https://www.777part.com/ -- is an American
private investment company based in Miami.
A SUN STATE TREES: Case Summary & Four Unsecured Creditors
----------------------------------------------------------
Debtor: A Sun State Trees, Inc.
3775 N. US Hwy 17-92
Sanford, FL 32773
Business Description: The Debtor provides tree removal, site
clearing and waste hauling services.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-02710
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: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Randall Nellis as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/3324VGI/A_Sun_State_Trees_Inc__flmbke-24-02710__0001.0.pdf?mcid=tGE4TAMA
A&V HOLDINGS: Moody's Raises CFR to B2 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded A&V Holdings Holdco, LLC's ("AVI-SPL"), a
Tampa, Florida-based digital workplace solutions provider,
corporate family rating to B2 from B3 and its probability of
default rating to B2-PD from B3-PD. At the same time, Moody's
upgraded A&V Holdings Midco, LLC's backed senior secured bank
credit facilities, including the revolver expiring March 2025 and
term loan due March 2027, to B2 from B3. The outlook was changed to
stable from positive.
The upgrade of AVI-SPL's CFR to B2 from B3 reflects the company's
improved cash flow generation and steady deleveraging, as well as
the easing of supply chain issues that have largely been overcome.
The company is expected to maintain a healthy project backlog,
securing a greater number of international projects and capturing
more mid-sized deals amid the macroeconomic uncertainty. While
Moody's anticipates AVI-SPL's organic revenue growth to moderate to
the mid-single digit range over the next 12-18 months, the
company's credit profile is expected to strengthen further, with
debt-to-EBITDA (Moody's adjusted) forecasted to fall below 3.0
times by end of 2025.
With an anticipated improvement in credit metrics, Moody's expects
re-leveraging risk to remain elevated given financial sponsor
ownership and the company's appetite for acquisitions. The B2
rating incorporates Moody's expectation that AVI-SPL will continue
to scale up its business both organically and via selective
acquisitions, while continually enhancing its profitability.
Moreover, the company is projected to generate annual free cash
flow approaching $50 million and maintain free cash flow-to-debt
(Moody's adjusted) in the high-single digit percentages over the
next 12-15 months.
RATINGS RATIONALE
AVI-SPL's B2 CFR reflects the company's solid presence within its
target market with strong vendor affiliations and technical audio
visual ("AV") and video conferencing ("VC") expertise. Historically
high net promoter scores from a diverse base of long-standing
clients as well as favorable long term trends toward outsourcing of
digital workplace solutions, which are driven by the growing
technical complexity of AV and VC solutions and evolving technology
needs, also provide credit support. AVI-SPL maintains conservative
credit metrics, with debt-to-EBITDA (Moody's adjusted) of around
3.4 times as of twelve months ended March 31, 2014 and Moody's
anticipates the company will maintain good liquidity over the next
12-15 months. Moody's also acknowledges management's track record
of integrating past acquisitions and realizing cost synergies.
AVI-SPL's rating is constrained by the company's business focus on
the fragmented global AV and VC solutions market with margin
pressures driven by competition. While current revenues are largely
project-based and relationship-dependent, service is expected to
play a more significant role in the company's future. AVI-SPL's
governance risk will continue to remain high given financial
sponsor ownership and acquisition appetite. Moody's expects the
company will continue to seek accretive acquisitions that may be
funded with incremental debt.
Moody's expects AVI-SPL to have good liquidity over the next 12-15
months. Sources of liquidity consist of balance sheet cash of
approximately $38 million as of March 31, 2024 and Moody's
expectation for annual free cash flow approaching $50 million over
the next 12-15 months. These cash resources provide good coverage
for required annual term loan amortization of approximately $22
million, paid quarterly. As the revolver expires in March 2025,
Moody's does not consider it a source of liquidity over the next 12
to 15 months. There are no financial maintenance covenants
applicable to the term loan.
The upgrade of AVI-SPL's senior secured credit facility ratings
(revolver and term loan) to B2 from B3, in line with the B2 CFR,
reflects the lack of other meaningful debt in the capital
structure. A&V Holdings Midco, LLC is the borrower under the credit
facility and a wholly owned subsidiary of AVI-SPL.
The stable outlook reflects Moody's expectations that AVI-SPL's
revenue and EBITDA will expand at a mid-single-digit percentage
rate over the next 12-18 months, debt-to-EBITDA (Moody's adjusted)
will decline below 3.0 times by the end of 2025 and the company
will maintain good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if AVI-SPL demonstrates sustained
organic revenue growth and meaningful EBITDA margin expansion,
maintains good liquidity and commits to and maintains a balanced
financial policy. The ratings could be upgraded if Moody's expects
the company to maintain modest debt-to-EBITDA leverage and low
double-digit percentage range free cash flow-to-debt.
The ratings could be downgraded if AVI-SPL's revenue or
profitability growth rates are materially lower than Moody's
projects, the company adopts more aggressive financial policies or
free cash flow declines. Quantitatively, the ratings could be
pressured if the company's debt-to-EBITDA (Moody's adjusted) grows
towards 5.0 times, or free cash flow-to-debt (Moody's adjusted) is
sustained below 5%.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
AVI-SPL, headquartered in Tampa, FL and majority-owned by
affiliates of private equity sponsor Marlin Equity Partners,
designs, engineers, procures, integrates and installs audio-visual
and video collaboration systems and provides managed services for
the operation and maintenance of AV and VC systems to global
enterprise, public sector and SMB clients. Moody's expects revenue
exceeding $1.6 billion in 2024.
AAA TREE: Gets Court Nod to Sell Vehicle for $7,000
---------------------------------------------------
AAA Tree Service, LLC received approval from the U.S. Bankruptcy
Court for the Central District of California to sell its Ford
Ranger Super Crew truck.
Salvador Lomeli, the buyer, offered to pay $7,000 in cash for the
vehicle.
"The sale is an arms-length transaction at fair market value of
unneeded property, which allows [AAA Tree Service] to generate
funds for its reorganization," Robert Goe, Esq., the company's
attorney, said in court papers.
About AAA Tree Service
AAA Tree Service, LLC provides tree removals and trimming services
in Winchester, Calif.
AAA Tree Service filed Chapter 11 petition (Bankr. C.D. Calif. Case
No. 23-12229) on May 25, 2023, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. CEO Stacy
Manqueros signed the petition.
Judge Magdalena Reyes Bordeaux oversees the case.
Robert P. Goe, Esq., at Goe Forsythe and Hodges, LLP, represents
the Debtor as legal counsel.
ABSOLUTE DIMENSIONS: Wins Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kansas
authorized Absolute Dimensions, LLC to use cash collateral, on an
interim basis, in accordance with the budget.
Emprise Bank and the United States Small Business Administration
assert an interest in the Debtor's cash collateral.
The Debtor requires the use of cash collateral to fund Absolute's
continued operations consistent with the Budget.
Absolute, a manufacturer of parts for Spirit AeroSystems, Inc.,
faced financial challenges after the First Bankruptcy. Spirit's
work on the 737 Max Project and 777X Project was put on hold
multiple times, leading to Absolute's termination of the Master
Procurement Agreement. At the time, Absolute had nearly $700,000 in
parts and $65,000 in material. Additionally, Absolute's lease with
the May Property was terminated, and the company moved to its
current location. These changes prevented Absolute from making
payments to creditors.
Absolute believes that only Emprise could have perfected security
interests in Absolute's cash collateral. Absolute does not believe
that any other creditor may claim an interest in cash collateral.
As of the Petition Date, Emprise is owed approximately $1.6 million
by Absolute through various notes and mortgages. Emprise claims a
lien in all assets owned by Absolute.
SBA is owed approximately $518,525 through an Economic Injury
Disaster Loan. The SBA claims a lien in all assets owned by
Absolute. SBA's claim to Absolute's assets is junior to Emprise's
interest.
As of the filing date, Absolute claims the value of its assets
totals 0$1.1 million. Absolute asserts the value of accounts
receivable is $149,988, inventory it owns in the amount of 1.112
million. The total value of the Cash Collateral claimed by Emprise
and the SBA is $1,262,499.98.
As adequate protection, Emprise and the SBA will receive an
additional and replacement security interest and lien that is in
the same priority as existed on the Petition Date to the extent
Emprise and the SBA hold a prepetition valid, binding, enforceable,
non-avoidable and perfected security interest in the prepetition
cash collateral, in the same categories of assets acquired by
Absolute post-petition in which Emprise and the SBA had
pre-petition security interests and only to the extent any cash
collateral is diminished post-petition together with any proceeds
thereof as set forth in the loan documents.
To the extent Emprise or the SBA have a claim against Absolute
arising from the diminution in value of their cash collateral,
Emprise and the SBA reserve their rights to assert superpriority
claims pursuant to 11 U.S.C. sections 503(b) and 507(b).
A final hearing on the matter is set for June 12, 2024 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=j2VT7R
from PacerMonitor.com.
About Absolute Dimensions, LLC
Absolute Dimensions, LLC specializes in 3, 4, and 5 axis and CNC
machining as well as Water Jet cutting.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-10392) on 24-10392. In
the petition signed by Stephen Brittain, managing memmer, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Mitchell L. Herren oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC, represents the
Debtor as legal counsel.
ACCELERATED HEALTH: HPS Corporate Marks $7.9MM Loan at 25% Off
--------------------------------------------------------------
HPS Corporate Lending Fund has marked its $7,931,000 loan extended
to Accelerated Health Systems, LLC to market at $5,972,000 or 75%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in HPS Corporate's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
HPS Corporate is a participant in a First Lien Debt to Accelerated
Health Systems, LLC. The loan accrues interest at a rate of 9.70%
(SF+ 4.25%) per annum. The loan matures on February 15, 2029.
HPS Corporate is a Delaware statutory trust that was formed on
December 23, 2020 and commenced operations on February 3, 2022. The
Company is a non-diversified, closed-end management investment
company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. The
Company is externally managed by HPS Advisors, LLC a wholly-owned
subsidiary of HPS Investment Partners, LLC. Prior to June 30, 2023,
the Company was externally managed by HPS. The Company has elected
to be treated for federal income tax purposes, and intends to
qualify annually thereafter, as a regulated investment company as
defined under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HPS Corporate is led by Michael Patterson, Chief Executive Officer;
and Robert Busch, Chief Financial Officer. The fund can be reach
through:
Michael Patterson
HPS Corporate Lending Fund
40 West 57th Street, 33rd Floor
New York, NY 10019
Tel: (212) 287-6767
Accelerated Health Systems, LLC provides healthcare services. The
Company offers athletic training, physical therapy, occupational
therapy, and fitness services to affiliations including high
schools, colleges, and many professional sports teams.
ACI CAPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ACI Capital Partners Inc.
Registered Agent: Incorp Services, Inc.
3458 Lakeshore Dr
Tallahassee, FL 32312
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-40217
Debtor's Counsel: Samantha Kelley, Esq.
BRUNER WRIGHT, P.A.
2868 Remington Green Circle, Suite B
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
Email: skelley@brunerwright.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Terry E Taylor 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/RFJ4HJA/ACI_Capital_Partners_Inc__flnbke-24-40217__0001.0.pdf?mcid=tGE4TAMA
ADMIRABLE HAVENS: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, authorized Admirable Havens, LLC to use cash
collateral, on an interim basis, in accordance with the budget.
The Debtor requires the use of cash collateral to fund critical
operations.
The Debtor asserts that it is allegedly a borrower on certain loans
with various lenders, which may assert security interests in
certain of the Debtor's personal property.
Wilmington Savings Fund Society FSB asserts a first position lien
on the rents generated by Montre Square by virtue of a Deed to
Secure Debt and Assignment of Rents recorded on May 7, 2019, Fulton
County Georgia records. The balance of the debt outstanding to
Wilmington on Montre Square is approximately $142,000.
Wilmington asserts a first position lien on the rents generated by
Beecher by virtue of a Deed to Secure Debt and Assignment of Rents
recorded on November 13, 2019, Fulton County Georgia records. The
balance of the debt outstanding to Wilmington on Beecher is
approximately $210,000.
Bankers Healthcare Group, LLC asserts a second position lien on the
Debtor's cash generated by rents, and a first position lien on all
other cash by virtue of UCC-1 Financing Statement 007-2019-025613,
recorded on June 13, 2019, with an outstanding balance of $34,000.
To provide adequate protection for the Debtor's use of cash
collateral, the Lenders, to the extent they hold a valid lien,
security interest, or right of setoff as of the Petition Date under
applicable law, are granted a valid and properly perfected
replacement lien on all property acquired by the Debtor after the
Petition Date that is the same or similar nature, kind, or
character as the Lenders' respective pre-petition collateral. The
Adequate Protection Lien will be deemed automatically valid and
perfected upon entry of the Order.
A final hearing on the matter is set for June 20, 2024 at 1:30 pm.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=U8Zwzj from PacerMonitor.com.
About Admirable Havens
Admirable Havens, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-10446) on
April 1, 2024, with $500,001 to $1 million in assets and $100,001
to $500,000 in liabilities.
Judge Paul Baisier oversees the case.
William A. Rountree at Rountree Leitman Klein & Geer, LLC
represents the Debtor as legal counsel.
ADVANCED CARE: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Advanced Care Hospitalists, PL asks the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, for authority to
use cash collateral and provide adequate protection.
The Debtor seeks authority to use property that may constitute cash
collateral comprised of cash, income, and other receivables derived
from the Debtor's operations. These assets would be used to fund
the Debtor's costs of administration in the Chapter 11 case and
operating expenses pursuant to a budget for the duration of the
Chapter 11 case.
In October 2016, the Debtor entered into an agreement with SunTrust
Bank for a revolving line of credit, which provided SunTrust Bank a
first security interest in personal property of the Debtor.
On October 5, 2016, SunTrust Bank, now Truist, recorded a UCC-1 on
October 5, 2016, Numbered 201609050787.
The value of the Debtor's cash collateral as of the Petition Date
is significantly less than the amount of the debt that may be
secured by Truist's security. The Debtor's estimates, it had on
hand roughly $957.6 million in cash or cash equivalents in di
minimums accounts receivable as of the Petition Date.
To provide adequate protection to the above the Debtor proposes
that Truist will be granted a replacement lien in any cash
collateral acquired by the Debtor after the Petition Date to the
same extent, priority and validity of its respective lien in such
cash collateral as of the Petition Date.
A copy of the motion is available at https://urlcurt.com/u?l=gLdGuA
from PacerMonitor.com.
About Advanced Care Hospitalists, PL
Advanced Care Hospitalists, PL is a medical group practice located
in Lakeland, FL.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02899) on May 21,
2024. In the petition signed by Gulab Sher, M.D.,
President/Managing Member, the Debtor disclosed up to $50,000 in
assets and up to $50 million in liabilities.
Judge Catherine Peek Mcewen oversees the case.
David S. Jennis, Esq., at DAVID JENNIS, PA D/B/A JENNIS MORSE,
represents the Debtor as legal counsel.
ADVANCED CARE: Hits Chapter 11 After Malpractice Suit
-----------------------------------------------------
Christina Georgacopoulos of Tampa Bay Business Journal reports that
Lakeland medical practice, Advanced Care Hospitalists, has filed
for Chapter 11 bankruptcy in a bid for court assistance to pay its
employees after a years-long medical malpractice trial resulted in
a steep judgment against two of its doctors.
In March, after seven years of litigation, the Lakeland medical
practice was ordered to pay $30 million to the family of a
23-year-old patient who died while in the care of Dr. Rabia Shaikh
and Dr. Drew Daley at Kindred Hospital Bay Area in Tampa, according
to the bankruptcy filing in the Middle District of Florida. The
lawsuit filed in Hillsborough County Circuit Court in 2018 claimed
the doctors misdiagnosed the patient’s condition and administered
drugs that ultimately contributed to their death.
Advanced Care appealed the case in early April, but the court
allowed the parents to immediately recover the judgment amount and,
as a result, the practice’s bank account has been frozen.
An attorney representing Advanced Care in the bankruptcy did not
immediately return a request for comment.
Advanced Care owes just over $1 million in wages to its 64
employees, including five administrative staff and 59 physicians
and nurse practitioners, according to the Chapter 11 filing. The
practice's next $580,000 weekly payroll is scheduled for May 31,
2024.
The inability to meet payroll has caused "concern and unrest" among
staff and Advanced Care "faces the reality of losing valuable
physicians and practitioners," according to the filing.
Advanced Care, founded in 2005, provides hospitalists and
in-patient services to various hospitals and nursing homes in the
Tampa Bay region. The practice reported $16.7 million in gross
revenue in 2022, the filing shows. The $30 million judgment
accounts for substantially all of its outstanding debt.
About Advanced Care Hospitalists
Advanced Care Hospitalists is a medical group practice located in
Lakeland, FL.
Advanced Care Hospitalists sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02899) on May
21, 2024. In the petition signed by Gulab Sher, M.D., as
president/managing member, the Debtor reports estimated assets up
to $50,000 and estimated liabilities between $10 million and $50
million.
Honorable Bankruptcy Judge Catherine Peek Mcewen oversees the
case.
The Debtor is represented by:
David S. Jennis, Esq.
DAVID JENNIS, PA
D/B/A JENNIS MORSE
606 East Madison Street
Tampa, FL 33602
Tel: (813) 229-2800
E-mail: ecf@JennisLaw.com
ALLIANCE RESOURCE: Moody's Rates New $400MM Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Alliance Resource Operating
Partners, L.P.'s new $400 million backed senior unsecured notes.
Alliance's Ba3 corporate family rating, Ba3-PD probability of
default rating, and speculative grade liquidity rating of SGL-2 are
unchanged. The rating outlook is stable. The rating on the existing
backed senior unsecured notes will be withdrawn upon completion of
the transaction.
RATINGS RATIONALE
With the proposed transaction, Alliance will refinance its $285
million senior unsecured notes due in May 2025, and add around $110
million of cash to the balance sheet. The company intends to use
the additional proceeds for general corporate purposes and for
acquisitions, likely to be focused on the oil & gas royalties
business. While the transaction slightly increases Alliance's
leverage, Moody's expect the company to maintain ample cushion
against the downgrade threshold of 2.0x Moody's adjusted Debt /
EBITDA.
In recent years, Alliance has been focused on expanding its oil &
gas royalties business as a way to diversify away from its legacy
coal mining business. The company has cumulatively invested $730
million since 2014 in growing this business, which generated
segment adjusted EBITDA of $122 million in FY2023 (12% of total).
Alliance's royalty interests are located in some of the prolific
shale basins across the United States, including the Permian basin
(~52%), Anadarko basin (36%), and Bakken (8%).
Alliance's credit profile (Ba3 CFR) is supported by a diversified
portfolio of assets comprising coal mining operations in the
Illinois and Appalachia basins, a coal royalties business, and an
oil & gas royalties business. Alliance's business model creates
stronger and more stable discretionary cash flow generation
compared to rated peers in the United States. Alliance is
structured as a master limited partnership (MLP) which makes
regular cash distributions to unitholders, although with the
flexibility to adjust them based on market conditions.
Additionally, Alliance's well contracted position provides earnings
visibility over the next 12-18 months.
Alliance's credit profile is constrained by the ongoing secular
decline in domestic demand for thermal coal, as well as ESG
challenges facing the coal sector. ESG-related risk for thermal
coal producers is high, but Alliance's diversified portfolio
compared to rated peers in the US offers some offset. Increasing
concern about environmental, social, and governance factors could
create challenges for coal companies and constrain access to
capital in the longer term.
As of April, nearly 93% of Alliance's expected 2024 coal production
was contracted at a healthy cash margin. While Moody's expect
EBITDA to come down year-over-year based on the contracted prices,
it would still be high compared to historical levels. However,
Alliance is guiding to elevated capital spending in 2024 due to
reliability-related investments into its existing mines, which will
result in negative Moody's adjusted free cash flow (including
distributions).
Environmental, social, and governance considerations are important
factors influencing Alliance's credit quality. Moody's believes
that investor concerns about the coal industry's ESG profile are
intensifying and coal producers will be increasingly challenged by
access to capital issues in the current decade. An increasing
portion of the global investment community is reducing or
eliminating exposure to the coal industry with greater emphasis on
moving away from thermal coal. The aggregate impact on the credit
quality of the coal industry is that debt capital will become more
expensive over this horizon, particularly in the public bond
markets, and other business requirements, such as surety bonds,
which together will lead to much more focus on individual coal
producers' ability to fund their operations and articulate clearly
their approach to addressing environmental, social, and governance
considerations.
The SGL-2 reflects good liquidity to support operations in the next
12-18 months. Alliance reported $518 million of liquidity at March
31, 2024, comprised of $134 million of cash and $384 million
available under the $425 million revolving credit facility (due
March 2027), net of $41 million letters of credit. Proforma for the
transaction, liquidity will increase by about $110 million. Moody's
expect Moody's adjusted free cash flow (including distributions) to
be negative in 2024 as a result of elevated capital spending plans.
Moody's also expect a material cushion of compliance under
financial maintenance covenants that govern the credit agreement.
Moody's expect that Alliance will continue to distribute material
discretionary cash flow to unitholders.
The stable outlook reflects expectations for strong credit metrics,
good liquidity over the next 12-18 months despite the expectation
of negative Moody's adjusted free cash flow (including
distributions) in the near-term.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Further ratings upside remains constrained by secular issues facing
the coal industry, including expected decline in demand for thermal
coal, as renewable energy sources replace coal fired power
generation. However, Moody's could consider an upgrade if portfolio
diversification were to improve materially, there is improved
visibility into the long-term sustainable earnings power of the
company, there is further reduction in gross debt levels, and if
there is a meaningful reduction in non-debt liabilities.
Moody's could downgrade the ratings with expectations for adjusted
financial leverage sustained above 2.0x (Debt/EBITDA), persistent
negative free cash flow, or further intensification of ESG concerns
that call into question the company's ability to handle debt
maturities.
Alliance Resource Operating Partners, L.P. is a subsidiary of
Alliance Resource Partners, L.P., which is a publicly traded master
limited partnership ("MLP"). At December 31, 2023, the company had
approximately 663 million tons of proven and probable coal reserves
in Illinois, Indiana, Kentucky, Maryland, Pennsylvania, and West
Virginia. The company generated approximately $2.6 billion in
revenues for the twelve month period ended December 31, 2023.
The principal methodology used in this rating was Mining published
in October 2021.
ALLIANCE RESOURCE: S&P Places 'B+' ICR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating on U.S.
thermal coal producer Alliance Resource Partners L.P. on
CreditWatch with positive implications.
S&P also assigned its preliminary 'BB-' issue-level rating on the
proposed senior unsecured notes.
The CreditWatch positive indicates that S&P will likely raise its
issuer credit rating on Alliance to 'BB-' if it completes the
proposed refinancing. The preliminary issue-level rating will also
likely convert to a final rating at the close of the transaction
should the transaction proceed as proposed.
S&P expects Alliance's proposed $400 million senior unsecured notes
would be an important indicator of market access for a U.S. thermal
coal producer. The issuance would push out a large maturity to 2029
from 2025 and increase debt by $115 million. The company will use
proceeds to repay its outstanding $285 million senior unsecured
notes and for general corporate purposes which could include
investing in growing its oil and gas mineral rights business. The
transaction will increase S&P Global Ratings-adjusted debt to about
$720 million compared to $622 million as of 2023-year end; this
translates to adjusted leverage increasing to about 1x from 0.6x in
2023. S&P views the successful completion of this issuance as an
indicator that thermal coal producers, with strong balance sheets,
can continue to have access to public debt capital markets.
S&P said, "We expect moderating prices and stable production over
the next 12 months to support leverage comfortably below 3x. We
assume moderating coal prices over the coming years and we believe
that coal demand globally will gradually decline, with some
exceptions in markets like India. This reflects our expectation
that the global transition away from coal-fired power generation
will regain its pre-COVID-19 pace. Our longer-term price assumption
reflects our view that prices will ease as both demand and supply
continue their decline in light of decarbonization targets.
"Alliance has contracted around 90% of its 2024 production and
about 45% of its production for 2025. As a result, we expect
Alliance's volumes to remain stable over the next 12 months at
about 34.5 million short tons and then gradually increase above 36
million tons as it completes ongoing capex projects. We believe
Alliance's utility customers' coal-fired power plants will continue
to be a source of energy over the medium term. Still, the utility
industry's reliance on coal generation has decreased by about 60%
over the past decade, and we expect the vast majority of North
America's investor-owned utilities will close their remaining coal
generation by 2035. We anticipate export markets will become more
significant to Alliance's commercial strategy in the coming years
as is the case for several of Alliance's U.S thermal coal peers.
Developing countries in the Middle East, North Africa, and Asia
continue to build coal-fired power generation sites, offsetting
retirements in developed countries.
"Under this current backdrop, our base case reflects Alliance's
average coal sales prices for the Illinois Basin and Appalachian
Basin moderating to closer in line to historical levels, albeit
still higher than pre-COVID-19 levels, averaging $53/ton over our
forecast period of 2024 to 2028, compared to an average coal sale
price of $49.50/ton between 2016 to 2023. At the same time, we
assume a gradually increasing cost profile, as the cost to operate
Alliance's thermal coal mines increases as mine ages increase. We
anticipate higher capex over the next two years as Alliance invests
in its coal mine asset base to extend the life of, increase
production from and improve cost efficiencies in its mines."
S&P expects Alliance's ongoing investment strategy should gradually
diversify earnings away from thermal coal production in the U.S.
Alliance is investing in oil and gas mineral land rights to expand
its energy portfolio with the goal of diversifying its business
and, over the longer term, lower its earnings dependency from its
coal operations. Over the last several years, Alliance has
increased the pace that it has been actively acquiring land rights
in key areas like the Permian. The company has invested around $730
million in this segment since 2014. In turn, revenue has increased
to about $139 million in 2023 from $52 million in 2019. Earnings
from these royalty agreements have high EBITDA margins between
75%-85% after incurring costs related to transportation and taxes.
S&P expects EBITDA from this segment to gradually grow and become a
larger share of overall EBITDA. This will come from growth in the
company's mineral rights portfolio but also from the effect of
moderating earnings as coal prices continue to trend down from peak
levels seen in 2021 and 2022.
The company does not operate or control the drilling operations but
instead looks to invest in interests with well-capitalized
operators with a good track record of through-cycle operations.
Alliance is not responsible for the day-to-day operating costs and,
if production declines at its sites, these costs also decline. The
company owns oil and gas mineral rights on producing sites in
Texas, Oklahoma, New Mexico, and North Dakota and includes reserves
in the Permian basin, with additional exposure to the Anadarko,
Williston and Appalachia basins.
S&P said, "We expect Alliance to maintain its conservative
financial policy approach by balancing investment in its business
through capex projects and land acquisitions with shareholder
returns based on free cash flow generation. We expect higher
capital spending over the coming 12 months of about $525 million,
of which about $450 million will be focused on its coal operations
and which also includes minerals spending. Alliance is investing in
its coal mine asset base to be able serve its customers for at
least the next seven years and in some case longer as there is
potential for the retirement of certain coal-fired plants to be
pushed out. Simultaneously, we expect the company to increase its
investment in mineral rights over our base-case horizon, spending
over $100 million a year over the next few years. However, we note
that mineral rights acquisitions in places like the Permian Basin
are highly competitive, which could lead to risks like increasing
valuations or slower actual volume growth than we have
anticipated.
"We expect the company to continue its flexible approach to
shareholder distributions. Following several years of record cash
flows the company paid dividends of around $364 million in 2023. We
expect Alliance to continue a similar pace of dividends this year
as we anticipate robust positive free operating cash flow over the
next 12 months despite higher capex levels. However, should
earnings and cash flow moderate, we would expect dividends to
decline in tandem. This was seen in 2020 when EBITDA declined by
over a third to $400 million and shareholder distributions declined
to $50 million from $280 million in 2019.
"We expect to resolve the CreditWatch once the refinancing closes
and we have reviewed the final terms of the new notes. The
CreditWatch positive placement indicates that we will likely raise
our issuer credit rating on Alliance to 'BB-' if it successfully
completes the proposed refinancing on the proposed terms. At the
same time, the preliminary issue level rating will also likely
convert to a final rating."
ALLIED WIRELINE: 90% Markdown for FS Specialty $70.2MM Loan
-----------------------------------------------------------
FS Specialty Lending Fund has marked its $70,277,000 loan extended
to Allied Wireline Services, LLC to market at $7,235,000 or 10% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in FS Specialty's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
FS Specialty is a participant in a First Lien Senior Secured Debt
to Allied Wireline Services, LLC. The loan accrues interest at a
rate of 10% Payment in Kind (10% Max Payment in Kind) per annum.
The loan matures on June 15, 2025. The Loan was on non-accrual
status as of December 31, 2023. The Loan is non-income producing.
FS Specialty was formed as a Delaware statutory trust under the
Delaware Statutory Trust Act on September 16, 2010 and formally
commenced investment operations on July 18, 2011. Prior to
September 29, 2023, the Company's name was FS Energy and Power
Fund. The Company is an externally managed, non-diversified,
closed-end management investment company that has elected to be
regulated as a business development company, or BDC, under the
Investment Company Act of 1940, as amended, or the 1940 Act.
FS Specialty is led by Michael C. Forman, Chief Executive Officer;
and Edward T. Gallivan, Jr., Chief Financial Officer. The fund can
be reach through:
Michael C. Forman
HPS Corporate Lending Fund
201 Rouse Boulevard
Philadelphia, PA 19112
Tel: (215) 495-1150
Allied Wireline Services, LLC provides energy services. The Company
offers induction array, dual laterolog, gamma ray, multi array
sonic, microlog, telemetry, cement and casing evaluation, bridge
plugs, through tubing, and perforating services. Allied Wireline
Services serves customers in the United States.
ALTIUM PACKAGING: S&P Assigns 'B+' Rating on Proposed Term Loan
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to Altium
Packaging LLC's proposed refinancing of its existing term loan B
and farm credit term loan B with a new term loan B. We also
assigned a '3' (50% to 70%; rounded estimate: 50%) recovery rating
to the debt.
Altium plans repay its existing $1.019 billion first-lien term loan
B and $123 million Farm Credit term loan B, both due Feb. 3 2028,
with a new $1.142 billion term loan B due 2031, which will improve
the company's maturity profile. S&P expects the company will borrow
on its asset-based loan facility to cover about $5 million of fees
associated with the transaction. The proposed refinancing should
result in lower cash interest expense due to expected favorable
pricing on the new first-lien term loan B.
AMC ENTERTAINMENT: Raises Going Concern Doubt Amid $2.4-Bil. Loss
-----------------------------------------------------------------
Brent Lang of Variety reports that AMC Entertainment, the country's
largest exhibition chain, acknowledged in public filings on
Wednesday, May 22, 2024, that the coronavirus pandemic could push
it into bankruptcy.
Noting that the onset of COVID-19 has forced it to shutter its more
than 1,000 theaters and layoff or furlough 600 corporate employees,
the company said it has been operating for months with no revenue.
It acknowledged that when movie theaters are allowed to reopen,
customers may be hesitant to come back, complying with new health
guidelines could add costs and cut into profits, and the heavily
indebted company could force problems gaining access to capital.
Because of this laundry list of unknowns, AMC writes that
"...substantial doubt exists about our ability to continue as a
going concern for a reasonable period of time."
The acknowledgment of the stark reality facing the exhibition space
came as AMC said that it expects its first-quarter financial
results to include a loss of between $2.1 billion to $2.4 billion.
That is largely attributable to a $2 billion impairment charge
related to the coronavirus shutdown. Net losses for the quarter
increased to $224.5 million, up from $101.8 million in the
prior-year period, while revenue fell to $941.5 million, down from
$1.2 billion in the same quarter in 2019.
AMC said that it hoped to re-open this summer when major releases
such as "Tenet" and "Mulan" are expected to play in theaters. Movie
theaters are already developing plans to be able to welcome
audiences back — including instituting social-distanced seating
and extra cleanings.
"We believe we have the cash resources to reopen our theatres and
resume our operations this summer or later," the company writes.
"Our liquidity needs thereafter will depend, among other things, on
the timing of a full resumption of operations, the timing of movie
releases and our ability to generate revenues. We cannot assure you
that our assumptions used to estimate our liquidity requirements
will be correct because we have never previously experienced a
complete cessation of our operations, and as a consequence, our
ability to be predictive is uncertain."
Investors were worried that AMC would be forced into bankruptcy in
the spring when coronavirus upended the exhibition space. However,
the company was able to avoid a Chapter 11 filing after it raised
$500 million in new debt.
As of April, the company's cash balance stood at $718.3 million.
About AMC Entertainment
AMC Entertainment Holdings, Inc., is engaged in the theatrical
exhibition business. It operates through theatrical exhibition
operations segment. It licenses first-run motion pictures from
distributors owned by film production companies and from
independent distributors. The Company also offers a range of food
and beverage items, which include popcorn; soft drinks; candy; hot
dogs; specialty drinks, including beers, wine and mixed drinks, and
made to order hot foods, including menu choices, such as curly
fries, chicken tenders and mozzarella sticks.
AMC operates over 900 theatres with 10,000 screens globally,
including over 661 theatres with 8,200 screens in the United States
and over 244 theatres with approximately 2,200 screens in Europe.
The Company's subsidiary also includes Carmike Cinemas, Inc.
AMC was forced to close its shutter its theaters when the Covid-19
pandemic struck in March 2020. It eventually reopened its theaters
but admissions remained substantially low.
The world's biggest theater chain said in an October 2020 filing
that liquidity will be largely depleted by the end of the year or
early 2021 if attendance doesn't pick up, and it's exploring
actions that include asset sales and joint ventures.
However, AMC managed to raise $1.8 billion in 2021, capitalizing on
the rally triggered by retail investors' interest in meme stocks.
* * *
In February 2024, S&P Global Ratings raised its issuer credit
rating to 'CCC+' from 'SD' (selective default) on AMC Entertainment
Holdings Inc., the world's largest motion picture exhibitor. S&P
also raised its issue-level rating on the second-lien notes to
'CCC-' from 'D'.
The negative outlook reflects S&P's expectation that AMC's revenue
will decline 8%-9% in 2024 due to a limited theatrical release
slate, resulting in negative free operating cash flow (FOCF) and
leverage around 8x.
AMC completed a series of distressed exchanges to swap an aggregate
$123 million of its second-lien notes due 2026 for common equity.
AMERICAN NUTS: MSC Income Marks $4.2MM Loan at 42% Off
------------------------------------------------------
MSC Income Fund Inc has marked its $4,270,000 loan extended to
American Nuts, LLC to market at $2,474,000 or 58% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in MSC Income's Form 10-Q for the quarterly period ended
March 31, 2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to American Nuts,
LLC. The loan accrues interest at a rate of 17.23% (SF+11.75%) per
annum. The loan matures on April 10, 2026.
The Loan was classified as non-accrual and non-income producing
debt investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
American Nuts, LLC wholesales and distributes food products. The
Company imports nuts, seeds, dried fruit, and organic ingredients.
AMERICAN NUTS: MSC Income Marks $5MM Loan at 19% Off
----------------------------------------------------
MSC Income Fund Inc has marked its $5,027,000 loan extended to
American Nuts, LLCto market at $4,051,000 or 81% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in MSC Income's Form 10-Q for the quarterly period ended March 31,
2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to American Nuts,
LLC. The loan accrues interest at a rate of 15.23% (SF+9.75%) per
annum. The loan matures on April 10, 2026.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
American Nuts, LLC wholesales and distributes food products. The
Company imports nuts, seeds, dried fruit, and organic ingredients.
AMERICAN PAVING: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
American Paving Services, Inc. asks the U.S. Bankruptcy Court for
the Northern District of Indiana, Hammond Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to meet necessary
expenses including payroll and payment of union benefits associated
with its union employees.
In recent years, the Debtor, which is a relatively new business,
saw a period of rapid growth and expansion in 2022 and 2023.
During that period, to satisfy demand for its services, the Debtor
increased the number of union employees significantly.
Concurrently, American Paving underbid a significant project,
creating cash flow issues at a time when workforce had increased
significantly. American Paving fell into arrears with regard to a
number of payroll-related obligations, including tax withholdings
and union benefits. . Although American Paving has staffing and
cashflow to pay its obligations as they become due, several unions
are demanding weekly payments on arrears that are creating cashflow
issues.
The Debtor borrowed funds from World Global Fund, LLC in early
2020, and by December 2020 had fallen in arrears on its
obligations.
WGF is likely to claim a security interest in the Debtor's cash
collateral by virtue of a UCC-1 Financing Statement filed in the
State of Indiana on or about December 7, 2020, which asserts that
it has a security interest in all accounts receivable and other
rights to payment of the Debtor. This UCC-1 was believed to be
filed in connection with a stipulated settlement agreement on a
prior obligation.
No UCC-1 financing statements have been filed by Landlord to
perfect its alleged security interest in the assets of Midwest
Training.
Commercial Credit Group, Inc., a corporation with an address of
2135 City Gate Lane, Suite 440, Naperville, IL 60563, may claim a
junior purchase money security interest in the cash collateral and
other property of American Paving by virtue of certain UCC-1
Financing Statements filed in the State of Indiana on or about June
2, 2021 and June 9, 2021. It is believed that CCG is fully secured
by virtue of the Semis and other vehicles it financed and therefore
CCG has no claim with respect to accounts and cash collateral.
Long before the Petition Date, the Debtor obtained short-term
funding from WGF, and has sometimes struggled to repay the balance
from its accounts receivable through the receipt of revenues from
paving services. Under normal operating circumstances, the Debtor
has paid $1,500 weekly to WGF.
The Debtor proposes to give any Lenders with a valid security
interest in Pre-Petition Collateral a first priority lien on and
security interest in the Debtor-in-Possession's operating account
up to the extent provided under its pre-petition security
agreements and financing statements, up to the value of its secured
claim as of the Petition Date.
As adequate protection for (i) the use by the Debtor of any pre
petition collateral, including the Cash Collateral, (ii) any
diminution in the value of the interests of the Lenders under the
pre-petition loan agreement in the pre-petition collateral and the
Cash Collateral, and (iii) the granting of senior liens on the
prepetition collateral to secure the post-petition obligations, the
Debtor proposes that:
A. Any valid secured claimant will be granted, pursuant to 11
U.S.C. Sections 361 and 363, an allowed claim for the amount of any
diminution in the value of their interest in the pre-petition
collateral (including the Cash Collateral), having priority over
any and all administrative expenses of the kind specified in 11
U.S.C. Sections 503(b) and 507(b).
B. The lenders will be granted, under 11 U.S.C. Sections 361 and
363, valid, binding, enforceable and perfected security interests
in and liens on the post-petition collateral, to the extent of any
diminution in the value of their interest in the pre-petition
collateral (including the Cash Collateral), subject and subordinate
only to (i) valid, perfected, enforceable and unavoidable liens and
security interests granted by the Debtor to any person or entity
other than the valid secured claimants, and which liens or security
interests were superior in priority to the valid secured
claimants’ pre-petition security interests in and liens upon such
property of the Debtor on the Petition Date.
A copy of the motion is available at https://urlcurt.com/u?l=6HQn0x
from PacerMonitor.com.
About American Paving Services, Inc.
American Paving Services, Inc. is a commercial paving company that
moved its principal place of business to Hobart, Indiana from
Portage, Indiana earlier in 2024. American Paving was incorporated
on August 6, 2019. It currently employs about 20 full-time
employees.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-20960) on May 24,
2024.
In the petition signed by Andrew Spiewak, vice president, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Shawn D. Cox, Esq., at Hodges and Davis, represents the Debtor as
legal counsel.
AMERICAN TELECONFENCING: 98% Markdown for $11.6MM MSC Loan
----------------------------------------------------------
MSC Income Fund Inc has marked its $11,693,000 loan extended to
American Teleconferencing Services, Ltd.to market at $282,000 or 2%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in MSC Income's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
MSC Income is a participant in a Secured Debt to American
Teleconferencing Services, Ltd. The loan was scheduled to mature
last June 8, 2023.
The Fund notes the maturity date is under on-going negotiations
with the portfolio company and other lenders.
The Loan has been classified as a non-accrual and non-income
producing debt investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
American Teleconferencing Services, Ltd., doing business as
Premiere Global Services, Inc., provides communication solutions.
The Company offers audio and web-based conferencing and
collaboration services. Premiere Global Services serves information
technology, enterprise, small business, and marketing industries
worldwide.
AMERICAN TELECONFENCING: 98% Markdown for $2.4MM MSC Loan
---------------------------------------------------------
MSC Income Fund Inc has marked its $2,425,000 loan extended to
American Teleconferencing Services, Ltd to market at $59,000 or 2%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in MSC Income's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
MSC Income is a participant in a Secured Debt to American
Teleconferencing Services, Ltd. The loan was scheduled to mature
last April 7, 2023.
The Fund notes the maturity date is under on-going negotiations
with the portfolio company and other lenders. The Loan has been
classified as a non-accrual and non-income producing debt
investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
American Teleconferencing Services, Ltd., doing business as
Premiere Global Services, Inc., provides communication solutions.
The Company offers audio and web-based conferencing and
collaboration services. Premiere Global Services serves information
technology, enterprise, small business, and marketing industries
worldwide.
APOLLO COMMERCIAL: Moody's Affirms 'Ba3' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings has affirmed Apollo Commercial Real Estate Finance,
Inc. (ARI)'s Ba3 long-term corporate family rating and Ba3 senior
secured notes and senior secured bank credit facilities ratings.
The outlook is stable.
RATINGS RATIONALE
The affirmation of ARI's Ba3 CFR and Ba3 senior secured ratings
reflect the company's strong capitalization and reserve coverage,
and below-peer exposure to US office properties. Moody's also views
ARI's affiliation with its external manager, Apollo Global
Management, LLC (Apollo), as a credit strength because it supports
the sourcing, evaluation and risk management of investments. At the
same time, Moody's expects ARI's asset quality will be challenged
by the current weak operating environment for non-bank CRE lenders
stemming from elevated interest rates, tightening credit
conditions, and uncertainty surrounding the future of office
properties. ARI's ratings also take into consideration the
company's business concentration in the commercial real estate
(CRE) sector and the elevated proportion of secured funding in its
debt capital structure.
ARI's capitalization remains in line with the CRE lender peer
median despite declining over the past two years. ARI's
capitalization, measured as tangible common equity to tangible
managed assets (TCE/TMA), fell to 22.2% as of March 31, 2024 from
23.8% at the end of 2023 and 24.6% at the end of 2022. The higher
level of capital helped absorb the company's $108 million loss in
the first quarter of 2024, which was driven by a $142 million
increase in the current expected credit loss (CECL) allowance
related to an ultra-luxury residential property. This one
residential property has been the main contributor to ARI's
provisions and has a $268 million asset-specific CECL allowance
related to the loan. ARI's CECL reserve rose to 4.3% of gross loans
in the first quarter from 2.6% as of December 31, 2023, which is
the highest the CECL allowance has been in the last five years.
Out of the 49 total loans in ARI's portfolio, the company has two
loans with the company's weakest internal risk rating (i.e., risk
rated "5") – the residential property discussed above and a
retail property. The company's ratio of problem loans to gross
loans fell to 6.4% as of March 31, 2024 from 8.0% as of December
31, 2023, but was still up from 5.3% as of December 31, 2022. ARI
also has two office loans risk-rated "4" (1.0% of gross loans).
Among rated peers, ARI has one of the lower concentrations to
office properties at 20% of net loans as of March 31, 2024 (8% in
the US and 12% in Europe), although still significant. ARI's loan
portfolio displays greater geographic diversity than peers, with
54% of its loan collateral in Europe. However, ARI also high
borrower concentration risk; its average loan balance was $177
million as of March 31, 2024, resulting in the company's top 10
loans making up 39.5% of total loans. This proportion is the
highest among its peers.
ARI maintains a moderate amount liquidity relative to its assets,
with an unrestricted cash balance of $161.2 million. The company's
secured debt to gross tangible assets ratio was 71% as of March 31,
2024. Moody's views an elevated level of secured debt as credit
negative because it encumbers earning assets and limits financial
flexibility in challenging operating environments. ARI's next
corporate debt maturity is a term loan with a current balance of
$476.3 million due in May 2026.
ARI's Ba3 long-term senior secured rating reflects the bond's
priority ranking in ARI's capital structure.
The stable outlook reflects Moody's view that although there may be
weakening in asset quality, ARI's capital position and funding
profile will remain stable over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
ARI's ratings could be upgraded if the company: 1) continues to
show sustainable improvement in asset quality; 2) improves its
funding profile by reducing its reliance on confidence-sensitive
short-term funding while increasing creditor diversification; 3)
reduces debt maturity concentrations; and 4) continues to execute
its existing strategy while maintaining strong capital levels.
ARI's ratings could be downgraded if the company: 1) experiences a
sizable deterioration in asset quality, leading to outsized losses;
2) further weakens its capitalization; or 3) weakens its funding
position due to a higher reliance on secured sources, a reduced
amount of funding available under secured borrowing facilities, or
challenges addressing debt maturities.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
APPLIED UV: Seeks $3.5MM DIP Loan from Pinnacle Bank
----------------------------------------------------
Applied UV, Inc. and Sterilumen, Inc. ask the U.S. Bankruptcy Court
for the Southern District of New York for authority to use cash
collateral and provide adequate protection.
The Debtor seeks to obtain senior secured postpetition financing
from Pinnacle Bank on a superpriority basis consisting of a senior
secured superpriority credit facility in the aggregate principal
amount of $3.5 million consisting of (a) a $3.5 million
postpetition multi-draw loan, and (b) a roll-up of the Prepetition
Obligations into loans under the DIP Facility subject to the terms
and conditions of the Interim Order and the Loan and Security
Agreement, dated as of November 28, 2022.
The DIP facility is due and payable on the earlier of January 25,
2025 or the date of entry of an order confirming a chapter 11 plan.
The Debtors are required to comply with these milestones:
1. Debtors must submit a disclosure statement and plan to DIP
Lender for review by July 30, 2024;
2. Debtors must seek entry of an order approving the disclosure
statement by September 1, 2024; and
3. Debtors must seek entry of an order confirming their chapter 11
plan by November 1, 2024.
On November 22, 2022, the Debtors and Munn Works entered into a
Loan and Security Agreement in an amount equal to 85% of Eligible
Accounts, plus the least of (i) 20% of the value of raw materials,
(ii) 35% of the value of finished goods, (iii) $1,000,000, (iv) 80%
of the net orderly liquidation value of raw materials and finished
goods Eligible Inventory as determined by an outside inventory
appraisal, or (iv) 100% of aggregate outstanding principal amount
of the aggregate Advances, but in no event may the Advances exceed
$5 million dollars.
The liens in the Collateral granted to Pinnacle by Applied UV were
duly perfected with the filing of a UCC-1 Financing Statement with
the Delaware Secretary of State on November 4, 2022. The liens in
the Collateral granted to Pinnacle by Sterilumen were duly
perfected with the filing of a UCC-1 Financing Statement with the
New York Secretary of State on November 4, 2022.
As of the Filing Date, the total indebtedness due Pinnacle was
approximately $2.652 million, of which approximately $779,498 is
attributable to Sterilumen.
The Debtors believe that the proposed DIP Financing will enable the
Debtors' to provide adequate assurance with respect to the
prepetition liens in that they will be able to preserve the value
of the Debtors businesses as a going concern.
Subject to the Carve-Out, Pinnacle will receive a senior lien and
security interest all post-petition assets of the Debtors as well
as a superpriority administrative expense claim.
A copy of the motion is available at https://urlcurt.com/u?l=FYSOiU
from PacerMonitor.com.
About Applied UV, Inc.
Applied UV, Inc. 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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-22462) on May 24,
2024. In the petition signed by Max Munn, chief executive officer,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Sean H. Lane oversees the case.
Erica Aisner, Esq., at KIRBY AISNER & CURLEY LLP, represents the
Debtor as legal counsel.
APPRISS HEALTH: BlackRock TCP Marks $73.6MM Loan at 17% Off
-----------------------------------------------------------
BlackRock TCP Capital Corp has marked its $73,625,000 loan extended
to Appriss Health, LLC (PatientPing) to market at $61,109,000 or
83% 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 Senior Secured Revolver Loan
to Appriss Health, LLC (PatientPing). The loan accrues interest at
a rate of 14.5% (PRIME + 8.5%, 1% Floor) per annum. The loan
matures on May 6, 2027.
BlackRock TCP classified the loan as a Non-accruing debt
investment.
BlackRock TCP Capital Corp 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
Bamboo Health (formerly Appriss Health and PatientPing) is a
healthcare technology solutions company, focused on fostering care
collaboration and providing information and actionable insights
across the entire continuum of care. As one of the largest, most
diverse care collaboration networks in the country, the Company's
technology solutions equip healthcare providers and payers with
software, information, and insights to facilitate whole person care
across the physical and behavioral health spectrums.
ARAX HOLDINGS: Partners With Tuzla Municipality for Smart City
--------------------------------------------------------------
ARAX Holdings Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it entered into a material
Private Public Partnership with the Tuzla Municipality in Romania
for the development of a Smart City project. With the approval of
the project phases, ARAX Holdings Corp. and the Tuzla Municipality
will begin the detailed implementation of planning, feasibility
studies, and the pilot deployment of intelligent street lighting
systems integrated with Luna Mesh and ARAX BaaP technologies. The
workgroup will include representatives from Tuzla Municipality,
ARAX's technical team, and a Tuzla-based contractor for the
commissioning and maintenance of equipment. Together, the
partnership will develop a detailed project plan encompassing the
three phases outlined in ARAX's Blueprint Proposal. This ambitious
project, focusing on Intelligent Street Lights and Luna Mesh for
Sustainable Urban Development, will be executed as follows:
Project Overview
The Tuzla Private Public Partnership Smart City project will
leverage ARAX's innovative Blockchain as a Platform (BaaP) and
Decentralized Physical Infrastructure Network (DePIN) solutions to
enhance urban management and citizen services. The project is
designed to be implemented in three phases:
1. Planning and Feasibility Workgroup
* Stakeholder Engagement: Collaborate with key stakeholders,
including local government, utility providers, and community
representatives, to ensure a comprehensive understanding of
Tuzla's needs.
* Needs Assessment: Conduct detailed assessments to identify
specific requirements for the integration of intelligent
streetlights and other smart city solutions.
* Technical Feasibility: Analyze existing infrastructure and
network coverage to establish a scalable and robust technical
architecture tailored to Tuzla's urban landscape.
2. Pilot Deployment
* Luna Mesh Integration: Implement Luna Mesh protocols for
enhanced connectivity and peer-to-peer communication,
providing
a decentralized and efficient network infrastructure.
* Intelligent Streetlights: Deploy intelligent streetlights
equipped with ARAX BaaP for decentralized management and
real-
time data analytics.
* Blockchain and AI: Utilize blockchain technology for secure
operations and smart contracts alongside advanced AI
capabilities for data-driven decision-making.
* Decentralized Storage and Data Management: Luna Mesh's
decentralized storage will be utilized for safe keeping,
securing and storing of collected data which is linked to
ARAX's BaaP and Dashboard system to view, feed and manage all
collected data.
3. Expansion and Integration
* Logistic Tracking: Implement solutions for tracking logistics
using Luna Mesh to ensure secure communication.
* Smart Buildings and Healthcare: Integrate smart building
solutions and enhance healthcare services with
blockchain-based
health record management and IoT-driven applications.
* Comprehensive Urban Management: Expand smart city
infrastructure to include connected dumpsters, smart parking,
gas tank monitoring, and more, underpinned by ARAX’s secure
and
decentralized platform.
Tuzla Municipality's Commitment
The Tuzla Municipality has expressed its commitment to this
transformative project, emphasizing the importance of
sustainability, efficiency, and innovation in urban development.
In a letter from the Mayor of Tuzla, the municipality confirmed its
readiness to collaborate closely with ARAX's technical team and
local stakeholders to ensure the successful implementation of the
project's phases.
The Company said this initiative marks a significant milestone in
its journey towards becoming a model smart city.
About Arax Holdings
Tallahassee, Fla.-based ARAX integrates blockchain technology with
enterprise solutions, dedicated to transforming business practices
with innovative, sustainable, and compliant digital infrastructure.
ARAX's commitment to advancing the digital transformation
landscape is evident through its continuous innovation and
strategic integration of decentralized technologies.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 26, 2024, citing that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit. In addition, the Company continues to experience negative
cash flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
ARRAY TECH: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded the Corporate Family Rating and
Probability of Default Rating of Array Tech, Inc. to B1 and B1-PD,
respectively, from B2 and B2-PD. Concurrently, Moody's upgraded
Array's senior secured first lien bank credit facilities ratings to
Ba2 from Ba3. The ratings outlook was changed to stable from
positive.
The ratings upgrade reflects Moody's expectation that the company
will maintain its improved credit profile as it continues to
benefit from actions taken to meaningfully increase both
profitability and cash flow. Positive long-term tailwinds in the
sector also support the ratings upgrade.
RATINGS RATIONALE
Array's B1 CFR reflects inherent earnings and free cash flow
variability due to the project nature of the company's work and
high degree of product concentration. Top-line performance is also
affected by external variables such as changes in government
legislation that impact customer demand for solar power projects.
Some of Array's growth is coming through expansion in international
markets that present potential higher growth opportunities but also
carry greater risk. Further, the company is not immune to a softer
macroeconomic growth environment, elevated interest rates impacting
financing for project-related work and supply chain constraints for
certain components used in solar projects.
At the same time, Moody's recognizes that the company has a good
market position, patent protection and strong long-term demand that
will support revenue growth over the next few years. A meaningful
increase in EBITDA in a relatively short period, coupled with some
debt repayment, has resulted in rapid deleveraging to 3.0x
(debt/EBITDA, on a gross debt basis and inclusive of Moody's
standard lease adjustments). Operating at this level of financial
leverage accommodates periodic variances in the company's revenues
and cash flow performance. Additionally, a healthy backlog and
initiatives to maintain improved profitability and cash flow will
support currently strong credit metrics.
The stable outlook reflects Moody's expectation that Array's
improved profitability and working capital initiatives will support
continued healthy cash generation with debt/EBITDA sustained below
4.0x. These factors, along with good liquidity, will provide the
company with the flexibility to fund sporadic working capital
demands that arise including any continued delay in certain of the
company's projects.
The SGL-2 rating reflects Moody's expectation that the company will
maintain good liquidity including its healthy free cash generation
due to its improved cash conversion cycle and absolute EBITDA
growth. The company's good liquidity is also supported by the
company's $288 million cash balance as of March 31, 2024 and an
undrawn $200 million revolver, with $179 million of availability
after outstanding letters of credit. The company has no meaningful
near-term debt maturities. However, Moody's notes that the
company's undrawn revolving credit facility matures in October
2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates a track
record of adhering to more clearly articulated financial policies.
Remediating the remaining internal controls weaknesses would
likely be required for an upgrade. Additionally, sustaining
debt/EBITDA below 4.0x and an EBITDA margin above 15% while
reducing the quarterly variability of earnings and cash flows could
also support an upgrade.
The company's ratings could be downgraded if liquidity weakens, or
there is a meaningful reduction in free cash generation while
debt/EBITDA exceeds 5.0x. More aggressive financial policies,
including use of debt towards another sizable acquisition or
dividends rather than debt repayment would also exert downward
ratings pressure.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in Albuquerque, New Mexico, Array Technologies, Inc.,
the parent company of Array Tech, Inc., manufactures
ground-mounting systems used in solar energy projects. Revenue
totaled approximately $1.4 billion for the twelve months ended
March 31, 2024.
ATLANTICA SUSTAINABLE: S&P Places 'BB+' ICR on Watch Negative
-------------------------------------------------------------
S&P Global Ratings placed the 'BB+' issuer credit rating on
Atlantica Sustainable Infrastructure PLC on CreditWatch with
negative implications.
S&P said, "At the same time, we placed the senior secured and
unsecured issue ratings on Atlantica on CreditWatch with negative
implications.
"We view the transaction as credit negative due to potential
increased leverage and more aggressive financial policies given
financial sponsor ownership.
"The CreditWatch reflects the potential for a downgrade once we
have more clarity on the proposed capital structure and financial
policies of the business."
Atlantica Sustainable Infrastructure PLC has agreed to be acquired
by Energy Capital Partners (ECP) for total consideration of about
$2.56 billion.
The rating action is in response to the announcement of Atlantica's
definitive agreement to be acquired by investment firm ECP in a
deal valuing the company at $2.56 billion. It will be bought for
$22 cash per share, subject to regulatory and shareholder
approvals. S&P expects closing in late 2024 or early 2025. The
CreditWatch placement reflects its belief that the pending
acquisition could increase Atlantica's debt, weakening its credit
metrics well beyond its downgrade threshold.
S&P said, "We will monitor developments related to the transaction,
including necessary shareholder approvals, regulatory clearances,
and customary closing conditions.
"The CreditWatch negative reflects the likelihood that ECP's
financial policy will weigh on our rating on Atlantica pro forma
for the transaction. We could lower the rating one or more notches,
depending on the forward capital structure, our assessment of the
business strategy, and most importantly how we assess ECP's
financial policy in regard to Atlantica. We will likely resolve the
CreditWatch when the transaction closes, by late 2024 or early
2025."
BAYSHORE DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayshore Development Group, LLC
d/b/a Bayshore Development Company
f/d/b/a Bayshore Custom Homes, LLC
4230 S. MacDill Avenue
Suite J
Tampa, FL 33611
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-03071
Judge: Hon. Roberta A. Colton
Debtor's Counsel: Katelyn M. Vinson, Esq.
DAVID JENNIS, PA D/B/A JENNIS MORSE
606 East Madison Street
Tampa, FL 33602
Tel: (813) 229-2800
Email: ecf@JennisLaw.com
Total Assets: $4,762
Total Liabilities: $1,184,070
The petition was signed by David Hill as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UUOHVZQ/Bayshore_Development_Group_LLC__flmbke-24-03071__0001.0.pdf?mcid=tGE4TAMA
BECKER INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Becker, Inc.
d/b/a JD Becker
f/d/b/a Cardville
7521 Outer Loop
Louisville, KY 40228
Business Description: JD Becker has two convenient superstore
locations specializing in University of
Louisville & University of Kentucky apparel,
gifts, and accessories.
Chapter 11 Petition Date: May 29, 2024
Court: United States Bankruptcy Court
Western District of Kentucky
Case No.: 24-31386
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: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John I. Becker 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/Q3J7APQ/Becker_Inc__kywbke-24-31386__0001.0.pdf?mcid=tGE4TAMA
BENARK LLC: Court OKs Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Benark, LLC to use cash collateral on a final basis, in
accordance with the budget, through the completion of the Debtor's
Chapter 11 bankruptcy.
As adequate protection for its secured position in the Debtor's
assets, the U.S. Small Business Administration is granted valid,
perfected replacement liens in all the Debtor's assets, to the
extent of the validity of the liens as of the Petition Date,
including any diminution in value.
The Debtor will maintain insurance on the business and the property
and will promptly update the SBA and UST with any changes to
insurance coverage or insurance claims.
The Debtor's right to use cash collateral will immediately
terminate upon the occurrence of the following:
a. Entry of an order dismissing or converting the Debtor's Chapter
11 case to a Chapter 7 case;
b. Failure to comply with the terms of the Order.
A copy of the order is available at https://urlcurt.com/u?l=aKIvzv
from PacerMonitor.com.
About Benark LLC
Benark, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11112) on April 1,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Ashely M. Chan presides over the case.
Maggie S. Soboleski, Esq., at Center City Law Offices LLC
represents the Debtor as bankruptcy counsel.
BENT AVENUE REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Bent Avenue Real Estate Holdings, LLC
PO Box 5655
Paterson NJ 07509
Business Description: Bent Avenue Real Estate is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-15507
Debtor's Counsel: David Stevens, Esq.
SCURA WIGFIELD, HEYER, STEVENS & CAMMAROTA LLP
1599 Hamburg Turnpike
Wayne NJ 07470
Tel: 973-696-8391
Email: dstevens@scura.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ben Taveras as member.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KU45ANQ/Bent_Avenue_Real_Estate_Holdings__njbke-24-15507__0001.0.pdf?mcid=tGE4TAMA
BIJOU HILL: Has Deal on Cash Collateral Access
----------------------------------------------
Bijou Hill Dairy, Inc. asks the U.S. Bankruptcy Court for the
District of Colorado for authority to use cash collateral, on an
interim basis, in accordance with its agreement with Farmers Bank,
through October 1, 2024.
The Debtor and the Bank have conferred and agreed to a further
extension of the Debtor's temporary authority to use cash
collateral pursuant to the Agreed Order dated November 27, 2023.
Moreover, the Bank and the Debtor have stipulated to vacate the
June 17, 2024 Cash Collateral Hearing.
A copy of the motion is available at https://urlcurt.com/u?l=pTxxS8
from PacerMonitor.com.
About Bijou Hill Dairy
Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with
$3,650,705 in total assets and $4,486,904 in total liabilities.
Larry Pearson, president, signed the petition.
Judge Michael E. Romero oversees the case.
Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's
legal counsel.
BIOREGENX INC: Financial Strain Raises Going Concern Doubt
----------------------------------------------------------
Bioregenx, Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
March 30, 2024, that substantial doubt exists about its ability to
continue as a going concern.
The Company has generated recurring losses from operations and cash
flow deficits from its operations since inception, and has had to
raise funds through equity offerings or borrowings to continue
operating.
For the three months ended March 31, 2024, the Company had net
sales of $618,116 with cost of sales of $159,350 resulting in gross
profit of $458,766. Comparatively, in the three months ended March
31, 2023, the Company had net sales of $1,075,585 with cost of
sales of $311,694 resulting in gross profit of $763,891.
For the three months ended March 31, 2024, the Company paid out
distributors' incentives of $45,403 and had selling, general and
administrative expenses of $1,050,129.
Comparatively, for the three months ended March 31, 2023, the
Company paid out distributors' incentives of $177,004 and selling
general and administrative expenses of $770,993.
The Company had a loss from operations of $636,766 and $184,106 for
the three months ended March 31, 2024 and March 31, 2023,
respectively. For those same periods, the Company received interest
income of $1,200 and $1 and interest expense and financing costs of
$69,240 and $45,733. As a result, the Company had a net loss of
$704,806 and $229,838 for the three months ended March 31, 2024 and
March 31, 2023, respectively.
"Our ability to continue as a going concern is contingent upon the
successful completion of additional financing arrangements and our
ability to achieve and maintain profitable operations," the Company
explained. "Therefore, management plans to raise equity capital to
finance the operating and capital requirements of the Company.
While the Company is devoting its best efforts to achieve the above
plans, there is no assurance that any such activity will generate
funds that will be available for operations."
About BioRegenx
Chattanooga, Tenn.-based BioRegenx, Inc. (formerly Findit, Inc.)
operates as a holding company specializing in acquiring
intellectual property and companies engaged in Regenerative
Biotherapeutics and anti-aging research. Its primary focus involves
acquiring and developing non-invasive medical and wellness devices
capable of efficiently recording, storing, and analyzing extensive
datasets.
As of March 31, 2024, the Company has $20,515,943 in total assets,
$3,504,846 in total liabilities, and total stockholders' deficit of
$17,011,097.
BIOSIG TECHNOLOGIES: Financial Strain Raises Going Concern Doubt
----------------------------------------------------------------
BioSig Technologies, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern.
As of March 31, 2024, the Company had $400,000 in cash and $4.5
million in working capital deficit. During the three months ended
March 31, 2024, the Company used net cash in operating activities
of $1.3 million. These balances create a liquidity concern, raising
substantial doubt about the Company's ability to continue as a
going concern.
The Company's primary source of operating funds since inception has
been cash proceeds from sale of equity securities and issuance of
debt. The Company has experienced net losses and negative cash
flows from operations since inception and expects these conditions
to continue for the foreseeable future.
The Company reported a net loss of $3.4 million for the three
months ended March 31, 2024, compared to a net loss of $7.4 million
for the same period in 2023.
The Company's plans include the continued commercialization of the
PURE EP System and other applications of our core technology and
raising capital through the sale of additional equity securities,
debt or capital inflows from strategic partnerships. The Company's
strategic shift to potentially hiring a team of an additional 4-6
persons to execute a business development strategy of finding
partners for the commercialization of PURE EP, develop new products
in the field of Pulse Field Ablation and to continue to integrate
PURE EP into today's lab equipment will allow the Company to
significantly reduce operating expenses.
The Company will require additional financing to fund future
operations. Further, although the Company began commercial
operations, there is no assurance that the Company will be able to
generate sufficient cash flow to fund operations. In addition,
there can be no assurance that the Company's continuing research
and development will be successfully completed or that any
additional products will be commercially viable.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/ykyfw442
About BioSig Technologies
Westport, Conn.-based BioSig Technologies, Inc. was initially
incorporated on February 24, 2009 under the laws of the State of
Nevada and subsequently re-incorporated in the state of Delaware in
2011. The Company is principally devoted to improving the standard
care in electrophysiology with our PURE EP System's enhanced signal
acquisition, digital signal processing, and analysis during
ablation of cardiac arrhythmias.
As of March 31, 2024, the Company has $1.6 million in total assets,
$5.8 million in total liabilities, and a total deficit of $4.3
million.
BUCA C LLC: MSC Income Marks $12.6MM Loan at 36% Off
----------------------------------------------------
MSC Income Fund Inc has marked its $12,676,000 loan extended to
Buca C, LLC to market at $8,096,000 or 64% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in MSC Income's Form 10-Q for the quarterly period ended March 31,
2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to Buca C, LLC. The
loan accrues interest at a rate of 12% per annum. The loan was
scheduled to mature last August 31, 2023. The Loan has been
classified as a non-accrual and non-income producing debt
investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
Buca C, LLC owns and operates a restaurant. The Company serves
customers in the State of Florida.
CAPSTONE GREEN ENERGY: Reorganizes After Bankruptcy
---------------------------------------------------
Zane Hill of Inside the Valley reports that as it continues to
recalibrate from Chapter 11 bankruptcy, Van Nuys microturbine
manufacturer Capstone Green Energy has picked its new leader.
Capstone -- which builds a variety of electricity-generating
microturbine units that run on numerous fuels, to both sell or rent
-- in March hired Vince Canino as president and chief executive.
Canino was also brought on as a member of Capstone's board of
directors.
A headhunter ultimately led Capstone to Canino, whose resume
bolsters many energy industry bonafides. He was most recently chief
operating officer of ESS Inc., a long-duration energy storage firm
in Oregon. He also was previously chief executive of Canadian HVAC
manufacturer Smardt Chiller Group, a space Canino noted had "a big
focus on energy efficiency."
Canino says his familiarity with Capstone goes back to his Smardt
Chiller days and that it was an exciting prospect to take the reins
at Capstone.
"It was exciting in the sense that it was coming out of Chapter 11.
It came out quite quickly, which is a good sign that it's going to
come out a lot cleaner," he says. "If you fast-forwarded from when
they first started, it's one of the last microturbine businesses
still going and it's lasted over 30 years. To me, the technology is
proven, and the exciting part of the challenge is how we take it to
the next level."
Capstone emerged from Chapter 11 on Dec. 7, 2023 less than three
months after filing the prepackaged plan. The agreement had Goldman
Sachs take on 37.5% of the company's ownership in a debt-for-equity
exchange that reduced Capstone's debt from $53 million to $23
million. The company also emerged with $7 million in new money and
was at the start of the year sitting on around $25 million in
inventory ready to be offloaded.
Board member Bob Flexon took over as interim chief executive about
five weeks before the bankruptcy filing. With Canino's hiring,
Flexon has shifted to non-executive chair of the board.
"Vince has extensive experience in the energy industry, much of
which is in the markets we serve. His strong operational background
and skill set in product innovation and driving down product costs
make him the ideal candidate to lead our company into its next
phase of growth and profitability," Flexon said in a statement. "We
are confident that under Vince's leadership, Capstone will become a
much-improved company."
Problems Canino will have to solve include building trust with
Capstone's suppliers, moving more product in a timely manner and
guiding the company to what Flexon says would be its first profit
in at least two decades. Canino inherits a strong model to help
build, which is Capstone's energy-as-a-service offering –
essentially, long-term rentals with maintenance of microgrid units
to petroleum, agriculture and utility clients. In his time there,
Canino says he has been developing protocols to promote stronger
accountability and metrics across the departments.
"Those are some of the simple things. You've got to put operating
disciplines in place so people make smart decisions and so you
don't use processes that are antiquated as well," he adds. "This
company's been around for 30 years. There's a number of people who
have been around for 20. I was impressed with the tenure around
here, but what comes with that is getting people who are used to
doing things a certain way."
About Capstone Green Energy Corporation
Capstone Green Energy Corporation build microturbine energy systems
and battery storage systems that allow customers to produce power
on-site in parallel with the electric grid or stand-alone when no
utility grid is available. Capstone Green offers microturbines
designed for commercial, oil and gas, and other industrial
applications.
Capstone Green and its wholly owned subsidiaries, Capstone Turbine
International, Inc. and Capstone Turbine Financial Services, LLC,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11634) on Sept. 28, 2023. In the
petition signed by John Juric, chief financial officer, the Debtor
disclosed $104,000,000 in total assets and $111,000,000 in total
debt.
Judge Laurie Selber Silverstein oversees the case.
Katten Muchin Rosenman LLP represents the Debtors as legal counsel,
Young Conaway Stargatt & Tayloor LLP as co-counsel, Riveron RTS,
LLC, as financial advisor, and Kroll Restructuring Administration
LLC as claims, noticing & solicitation agent and administrative
advisor.
CCS-CMGC HOLDINGS: FS Specialty Marks $27.7MM Loan at 20% Off
-------------------------------------------------------------
FS Specialty Lending Fund has marked its $27,768,000 loan extended
to CCS-CMGC Holdings, Inc to market at $22,081,000 or 80% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in FS Specialty's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
FS Specialty is a participant in a First Lien Senior Secured Loan
(Floor: S+550) to CCS-CMGC Holdings, Inc. The loan matures on
October 1, 2025.
FS Specialty was formed as a Delaware statutory trust under the
Delaware Statutory Trust Act on September 16, 2010 and formally
commenced investment operations on July 18, 2011. Prior to
September 29, 2023, the Company's name was FS Energy and Power
Fund. The Company is an externally managed, non-diversified,
closed-end management investment company that has elected to be
regulated as a business development company, or BDC, under the
Investment Company Act of 1940, as amended, or the 1940 Act.
FS Specialty is led by Michael C. Forman, Chief Executive Officer;
and Edward T. Gallivan, Jr., Chief Financial Officer. The fund can
be reach through:
Michael C. Forman
HPS Corporate Lending Fund
201 Rouse Boulevard
Philadelphia, PA 19112
Tel: (215) 495-1150
CCS-CMGC Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides health care services.
CELL-NIQUE CORP: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized Cell-Nique Corporation to use cash collateral on an
interim basis in accordance with the budget and its agreement with
Berkshire Bank.
Berkshire claims a pre-petition perfected security interest in and
lien on all of the Debtor's personal property by reason of, among
other things, (a) a U.S. Small Business Administration Note dated
September 21,2017 in the original maximum principal amount of
$2.150 million, (b) a U.S. Small Business Administration Note dated
September 21, 2017 in the original maximum principal amount of
$325,000, (c) a Security Agreement dated September 21, 2017, and
(d) a second Security Agreement dated September 21, 2017.
Berkshire's security interest was perfected by the filing of a UCC
Financing Statement with the Delaware Department of State on
October 25, 2021 as Filing No. 20218535578.
On March 27, 2023, a Judgment upon Order was granted in the Albany
County Supreme Court action captioned "Berkshire Bank v.
Cell-Nique, Corporation, et al", bearing Index No. 903030-2022, in
favor of Berkshire against all Obligors in the aggregate amount of
$2 million due and owing to Berkshire on the loans, plus interest
at the statutory rate of interest of 9% until paid in full.
As adequate protection of Berkshire's interest in the Collateral,
including the cash collateral, Berkshire is granted, pursuant to 11
U.S.C. Sections 361(2), 363(c)(2) and 363(e) of the Bankruptcy
Code, continuing valid, binding, enforceable and perfected liens
and security interests as existed as of the Petition Date in and to
the Collateral and all of the Debtor's accounts receivable.
As further adequate protection, the Debtor will provide to IRS a
roll-over security interest in and lien on all Post-Petition
Collateral obtained or received after the Petition Date of the kind
and nature specified in the pro-petition Loan Documents based upon
the equities of the case in accordance with 11 U.S.C. Section 522.
As further adequate protection of Berkshire's interest in the
Collateral, including the cash collateral, the Debtor will make
monthly payments to IRS in the amount of $1,000 on the date of the
execution of the Stipulation and on June 1, 2024.
In the event the Debtor fails to make a payment or perform any of
its obligations under the terms of the Stipulation, and such
default is not cured within five calendar days' written notice sent
by e-mail to the Debtor and Debtor's counsel, the Debtor's
authority to use cash collateral will automatically terminate and
Berkshire will be entitled to relief from the automatic stay in
order to pursue its state court rights against the Debtor and the
Collateral pursuant to 11 U.S.C. Section 362(d) upon settlement of
an Order on no less than three calendar days notice to (a) Debtor;
(b) Debtor's counsel; (c) the Office of the United States Trustee;
and (d) the creditor's committee, if any.
A copy of the order is available at https://urlcurt.com/u?l=mOsqv2
from PacerMonitor.com.
About Cell-Nique Corporation
Cell-Nique Corporation is a grocery and related product merchant
wholesaler.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 23-10815) on August 10,
2023. In the petition signed by Daniel Ratner, president, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Robert E. Littlefield Jr. oversees the case.
Peter A. Pastore, Esq., at O'Connell and Aronowitz, P.C.,
represents the Debtor as legal counsel.
CGEN HOLDINGS: Gets OK to Sell Property to Chen & Lin for $1.5M
---------------------------------------------------------------
CGEN Holdings, LLC got the green light from a U.S. bankruptcy judge
to sell its real property to Chen & Lin Real Property, LLC.
Judge Elizabeth Stong of the U.S. Bankruptcy Court for the Eastern
District of New York approved the companies' agreement, which
provides for the sale of the property for $1.515 million "free and
clear" of liens, claims and encumbrances.
The property consists of a parcel of land and a six-unit rental
building located at 1010 57th St., Brooklyn, N.Y.
The sale will provide the company with sufficient funds to pay all
claims in full, according to its attorney, Gabriel Del Virginia,
Esq., at the Law Offices of Gabriel Del Virginia.
About CGEN Holdings
CGEN Holdings, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 23-41549) on May 3, 2023, with $1 million to $10 million in
both assets and liabilities. Carmelo Genova, sole member, signed
the petition.
Judge Elizabeth S. Stong presides over the case.
Gabriel Del Virginia, Esq., at the Law Office of Gabriel Del
Virginia, represents the Debtor as bankruptcy counsel.
CHAPIN DAIRY: Affiliate Has Deal on Cash Collateral Access
----------------------------------------------------------
Riverside Milk, LLC, an affiliate of Chapin Dairy, LLC asks the
U.S. Bankruptcy Court for the District of Colorado, for authority
to use cash collateral from the sale of its cattle in accordance
with its agreement with American Ag Credit.
On April 29, 2024, Riverside filed its Report of Sale, reporting to
the Court that Riverside completed the sale of all 356 head of
cattle, Riverside depositing $549,182 into a segregated account
with American AgCredit, FLCA, American AgCredit, PCA, and American
AgCredit, ACA. American Ag Credit since confirmed receipt of all
$549,182. Pursuant to the Court's order, the 356 Head Funds are
being held subject to further order of the Court.
The 356 Head Funds are subject to a first priority, perfected,
secured, pre- and postpetition, lien in favor of American Ag
Credit, as more fully stated in the Order Granting Final Use of
Cash Collateral.
The Stipulation between Riverside and American Ag Credit provides
for the use of the 356 Head Funds subject to a monthly budget and
to preserve and protect Riverside's assets until they can be sold.
As stated in the Stipulation, Agfinity, Inc., the only other party
with a known lien, claim or encumbrance against Riverside's cash
collateral, has consented to the use of the funds as described in
the Stipulation. As a result, Riverside respectfully requests that
the Court enter an Order approving the Stipulation on an expedited
basis.
A copy of the motion is available at https://urlcurt.com/u?l=2yQIu7
from PacerMonitor.com.
About Chapin Dairy, LLC
Chapin Dairy, LLC owns five properties in Weldona, Colo. valued at
$5.96 million. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July
24, 2023. In the petition signed by A. Foy Chapin, manager, the
Debtor disclosed $11,249,082 in assets and $19,303,237 in
liabilities.
Judge Thomas B. Mcnamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., represents the Debtor as legal counsel.
CHEFS' WAREHOUSE: Moody's Ups CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings upgraded The Chefs' Warehouse, Inc.'s (Chefs)
corporate family rating to B1 from B2 and probability of default
rating to B1-PD from B2-PD. Moody's also upgraded Chefs' Warehouse
Parent, LLC's senior secured bank credit facility rating to B1 from
B2. The company's speculative grade liquidity rating (SGL) remains
at SGL-2. The outlook was changed to stable from positive.
The upgrades reflect the improvement in Chefs' credit metrics,
driven by earnings growth that reflect organic revenue growth,
higher labor productivity and contributions from recently closed
acquisitions. Moody's-adjusted debt/EBITDA declined to 4.4x
(equivalent to 3.3x net leverage as defined by the company) and
EBITA/interest expense was 2.4x as of March 29, 2024. Moody's
expects that increased efficiencies from integrating acquisitions
and leveraging recently expanded warehouse capacity will drive
margin expansion. The industry is likely to face continued declines
in independent restaurant volume given declining discretionary
consumer spending. However, Moody's expects these headwinds to be
mitigated by Chefs' market share gains and a premium customer base
that is more resilient than the overall independent restaurant
sector in periods of economic weakness. Moody's projects earnings
growth over the next 12-18 months to result in debt/EBITDA
declining to 4.0x from 4.4x and EBITA/interest expense increasing
to 2.6x from 2.4x.
RATINGS RATIONALE
The Chefs' Warehouse, Inc.'s B1 CFR reflects the company's position
as a leading distributor of specialty food products in the US and
Canada. Chefs has a product portfolio with a deep selection of
specialty and center-of-the-plate food products that differentiates
its offering from the larger, traditional broadline foodservice
distributors. The company's focus on the independent restaurant
segment and scale within the segment has allowed it to maintain
solid operating margins relative to peers. The rating also
incorporates governance considerations specifically the company's
balanced financial policies. Chefs targets a reduction in net
leverage to 2.5-3x by year-end 2025, compared to 3.3x as of March
29, 2024, following two years of accelerated debt-funded
acquisition activity. Chefs' good liquidity also provides credit
support. Moody's expects positive free cash flow and adequate
excess revolver capacity over the next 12-18 months, which will be
more than sufficient for repaying the $40 million convertible note
maturity in 2024.
At the same time, the rating reflects the high degree of
competition in the food distribution sector and Chefs' modest scale
relative to larger, more diversified peers. In addition, Chef's
free cash flow generation has been weak over the past two years,
reflecting high M&A activity and investments. While the company is
focused on reducing leverage, it has a history of largely
debt-funded acquisitive growth, which increases event and execution
risk.
The stable outlook reflects Moody's expectations for good liquidity
and continued revenue and earnings growth.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company significantly
increases its scale and expands its operating margins.
Quantitatively, the ratings could be upgraded if Moody's-adjusted
debt/EBITDA is sustained below 4 times and EBITA/interest expense
above 2.75 times. An upgrade would also require very good liquidity
and a commitment to balanced financial strategies.
The ratings could be downgraded if liquidity deteriorates for any
reason, or with expectations for Moody's-adjusted debt/EBITDA to be
sustained above 5 times or EBITA/interest expense below 2.25
times.
Headquartered in Ridgefield, Connecticut, The Chefs' Warehouse,
Inc. distributes specialty food products to menu-driven independent
restaurants, fine dining establishments, country clubs, hotels,
caterers, culinary schools, bakeries, patisseries, chocolatiers,
cruise lines, casinos, and specialty food stores in the United
States, Canada and the Middle East. The company generated net sales
of $3.6 billion for the twelve months ended March 29, 2024.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
CITIUS PHARMACEUTICALS: Incurs $8.54M Net Loss in Second Quarter
----------------------------------------------------------------
Citius Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $8.54 million on $0 of revenues for the three months ended March
31, 2024, compared to a net loss of $10.53 million on $0 of
revenues for the three months ended March 31, 2023.
For the six months ended March 31, 2024, the Company reported a net
loss of $17.78 million on $0 of revenues, compared to a net loss of
$14.12 million on $0 of revenues for the same period during the
prior year.
As of March 31, 2024, the Company had $90.71 million in total
assets, $10.74 million in total liabilities, and $79.97 million in
total equity.
Citius said, "The Company experienced negative cash flows from
operations of $13,921,321 for the six months ended March 31, 2024.
The Company had working capital of approximately $17,400,000 at
March 31, 2024. As a result of a capital raising that closed on
April 30, 2024...the Company estimates that its available cash
resources will be sufficient to fund its operations through
December 2024, which raises substantial doubt about the Company's
ability to continue as a going concern within one year after the
date that the accompanying condensed consolidated financial
statements are issued.
"The Company has generated no operating revenue to date and has
principally raised capital through the issuance of debt and equity
instruments to finance its operations. However, the Company's
continued operations beyond December 2024, including its
development plans for LYMPHIR, Mino-Lok, Halo-Lido and NoveCite,
will depend on its ability to obtain regulatory approval to market
LYMPHIR and/or Mino-Lok and generate substantial revenue from the
sale of LYMPHIR and/or Mino-Lok and on its ability to raise
additional capital through various potential sources, such as
equity and/or debt financings, strategic relationships, or
out-licensing of its product candidates. However, the Company can
provide no assurances on regulatory approval, commercialization, or
future sales of LYMPHIR and/or Mino-Lok or that financing or
strategic relationships will be available on acceptable terms, or
at all. If the Company is unable to raise sufficient capital, find
strategic partners or generate substantial revenue from the sale of
LYMPHIR and/or Mino-Lok, there would be a material adverse effect
on its business. Further, the Company expects in the future to
incur additional expenses as it continues to develop its product
candidates, including seeking regulatory approval, and protecting
its intellectual property."
Management Comments
"I am pleased to share that we made solid progress this quarter as
we focused on execution and managing our finances. The data
analysis of our late-stage asset, Mino-Lok, the only treatment of
its kind in development to salvage infected catheters, remains on
track. We look forward to reporting the topline results later this
quarter. Once we review the results, we plan to engage with the
FDA to determine the optimal next steps in the program and look
forward to advancing this much-needed alternative to the current
standard of care, which often involves painful and costly catheter
removal and replacement," stated Leonard Mazur, Chairman and CEO of
Citius.
"Importantly, the BLA submission for LYMPHIR, our novel IL-2
receptor targeted oncology therapy, was accepted by the FDA, and
assigned a late summer 2024 PDUFA target action date. In
anticipation of potential approval, we continue to align the
organization for a successful launch," added Mazur.
"Despite a tough capital market environment for pre-revenue
companies, we successfully completed a $15 million registered
direct offering, expanding our cash runway and providing capital to
support the execution of our strategic plan. We believe that the
merger of our oncology subsidiary with TenX to form a publicly
listed company will make our company more attractive to investors
and increase the value of our assets. This transaction is
progressing, and we expect it to be completed in the coming months
as we finalize SEC review and await approval by TENK shareholders.
As we continue to meet our goals, we believe additional
opportunities to strengthen our capital structure will become
available," concluded Mazur.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1506251/000121390024042920/ea0205785-10q_citius.htm
About Citius Pharmaceuticals Inc.
Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com/-- is a late-stage pharmaceutical
company dedicated to the development and commercialization of
first-in-class critical care products with a focus on oncology,
anti-infectives in adjunct cancer care, unique prescription
products and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated December 29, 2023, citing that the Company has
suffered recurring losses and negative cash flows from operations
and has a significant accumulated deficit. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CLARIUS BIGS: 99% Markdown for $2.6MM MSC Loan
----------------------------------------------
MSC Income Fund Inc has marked its $2,694,000 loan extended to
Clarius BIGS, LLC to market at $16,000 or 1% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in MSC Income's Form 10-Q for the quarterly period ended March 31,
2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to Clarius BIGS, LLC.
The loan was scheduled to mature last January 5, 2015. MSC noted
the maturity date "is under on-going negotiations with the
portfolio company and other lenders, if applicable." The Loan has
been classified as a non-accrual and non-income producing debt
investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
Clarius BIGS, LLC provides prints and advertising film financing.
CMC ELECTRIC: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized CMC Electric, LLC to use
cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance.
The Debtor believes that the parties that may have an interest in
its cash collateral are identified as follows:
a. U.S. Small Business Administration - by way of Security
Agreement and UCC-1 financing statement number 202000879s6H filed
on June 27, 2020 with the North Carolina Secretary of State.
b. Express Capital Funding, Inc. - by way of Security Agreement and
UCC-1 financing statement number 20220140845K filed on October 17,
2022 with the North Carolina Secretary of State.
c. AKF, Inc., dba Fundkite - by way of Security Agreement and UCC1
financing statement number 20230123311K filed on October 4, 2023
with the North Carolina Secretary of State.
At the time of the petition, the Debtor had cash on hand of
approximately $7,503 in its bank accounts, all of which was
transferred to the Debtor's DIP account after filing and
unencumbered personal property, valued at approximately $169,893.
The Debtor needs to use the funds in the DIP account to continue
normal operations and to maintain its going concern value.
As adequate protection, and to the extent that cash collateral is
used, the Potential Secured Creditors will receive a post-petition
lien on the Debtor's cash and inventory to the extent of the use
and to the extent that the pre-petition lien in the same type of
collateral was valid, perfected, enforceable, and non-avoidable as
of the petition date. In addition, the Debtor will make an adequate
protection payments to the SBA in the amount of $1,629, beginning
June 1, 2024 and continuing monthly for as long as the Debtor's use
of cash collateral is authorized.
The Debtor's use of cash collateral shall expire or terminate on
the earlier of: (i) the Debtor ceasing operations of its business;
or (ii) the non-compliance or default of the Debtor with any terms
and provisions of the Order.
A further hearing on the matter is set for June 20, 2024 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=P4PC3Y
from PacerMonitor.com.
About CMC Electric, LLC
CMC Electric offers electrical services, including landscape
lighting and smart home installations. In addition, it also offers
whole-home electrical installation and repair replacement and
generator service and installation.
CMC Electric, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
24-01532) on May 7, 2024, listing $246,959 in assets and $1,271,550
in liabilities. The petition was signed by Christopher M. Conrad as
member.
Judge Pamela W. Mcafee presides over the case.
Danny Bradford, Esq. at PAUL D. BRADFORD, PLLC represents the
Debtor as counsel.
CONFLUENCE TECHNOLOGIES: Moody's Cuts CFR to Caa2, Outlook Stable
-----------------------------------------------------------------
Moody's Ratings downgraded Confluence Technologies, Inc.'s
corporate family rating to Caa2 from Caa1 and the company's
probability of default rating to Caa2-PD from Caa1-PD.
Concurrently, Moody's downgraded Confluence's senior secured first
lien bank credit facilities ratings to Caa1 from B3 and affirmed
the company's Caa3 senior secured second lien term loan rating. The
ratings outlook is stable. The company, through a principally
SaaS-based sales model, provides performance reporting, analytics,
regulatory reporting, risk, and data solutions to capital markets
clients.
The ratings downgrade reflects Moody's concern that Confluence's
significant interest expense burden will continue to fuel the
incurrence of free cash flow deficits, which have persisted since
2022, resulting in an ongoing deterioration in the company's weak
liquidity profile. Confluence's willingness to continue to sustain
a highly levered capital structure and weak liquidity is indicative
of the company's aggressive financial strategies, a key ESG
governance consideration and a driver of the rating action.
RATINGS RATIONALE
Confluence's ratings are constrained by the company's elevated
leverage with pro forma debt-to-EBITDA (Moody's adjusted) of
approximately 8.3x as of December 31, 2023 and Moody's expectation
that the company's liquidity will continue to weaken throughout
2024. Confluence's credit profile is also negatively impacted by
the company's concentrated equity ownership structure, tolerance
for aggressive financial strategies, small revenue scale, and
industry concentration in a very competitive end market comprised
primarily of software providers for asset managers and servicers in
the financial sector. These concerns are partially mitigated by
Confluence's established market niche, large subscriber base,
including blue-chip asset managers and servicers, high customer
retention rates, and a predictable, recurring revenue model as a
provider of SaaS based and licensed software solutions to the
financial services sector. The company's credit profile also
benefits from Confluence's strong profitability margins and modest
capital expenditure requirements, which present the potential for
improving free cash flow generation if meaningful revenue growth
and operating leverage can be realized.
Moody's believes that Confluence's liquidity profile remains weak
with cash of $23.2 million as of December 31, 2023, which Moody's
expects will decline throughout 2024 based on a projected $25
million-$30 million free cash flow deficit during the year. Moody's
also anticipates that the company's negative free cash flow in 2024
will necessitate further reliance upon Confluence's $55 million
revolving credit facility expiring 2026 (approximately $40 million
available as of December 31, 2023) for liquidity support. The
company's term loans are not subject to financial covenants, but
the revolving credit facility has a springing covenant based on a
maximum net first lien leverage ratio of 9x, which the company
should be in compliance with over the next 12-15 months.
The instrument ratings reflect the Caa2-PD PDR and an average
overall recovery of approximately 50% in Moody's assumed default
scenario. The senior secured first lien bank debt facility rating
of Caa1 (LGD3) is one notch above the Caa2 CFR. The senior secured
first lien bank debt facility rating takes into account its senior
ranking in the capital structure relative to the company's senior
secured second lien term loan, which provides first loss support to
the senior secured first lien debts. The Caa3 (LGD5) rating for the
senior secured second lien term loan reflects its junior position
in the debt capital structure behind the senior secured first lien
debts.
The stable outlook reflects Moody's expectation for Confluence's
financial leverage to remain very high and liquidity to continue to
deteriorate throughout 2024 and further pressure credit quality
despite organic high single digit revenue and EBITDA growth during
this period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade is unlikely in the near term. Over the longer
term, the ratings could be upgraded if Confluence maintains
consistent and high revenue and EBITDA growth while adopting and
adhering to a more conservative financial policy, which prioritizes
debt reduction such that debt-to-EBITDA (Moody's adjusted) is
sustained below 8x, the company is able to sustain positive free
cash flow, and improve its liquidity profile.
The ratings could be downgraded if Confluence experiences a
weakening competitive position or a deterioration in financial
performance resulting in further weakening of the company's
liquidity profile and a heightened risk that the capital structure
is unsustainable.
The principal methodology used in these ratings was Software
published in June 2022.
Confluence, which is principally owned by Clearlake Capital Group,
L.P. ("Clearlake") and TA Associates Management, L.P. ("TA"),
provides, primarily through a SaaS-based sales model, performance
reporting, analytics, regulatory reporting, risk, and data
solutions to capital markets clients. Moody's expects that the
company will generate sales of approximately $260 million in 2024.
CONFLUENCE TECHNOLOGIES: S&P Assigns 'CCC+' ICR, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issuer credit rating (ICR)
to investment management software and solutions provider Confluence
Technologies Inc., reflecting its view that its capital structure
is unsustainable. S&P also lowered its ratings on Cobra Holdings
Inc. (the previously rated entity) to 'CCC+' from 'B-' and
subsequently withdrew them. Confluence Technologies Inc. will now
be the rated entity.
At the same time, S&P lowered its issue-level rating on the
company's first-lien credit facilities to 'CCC+' from 'B-' because
of the lower ICR.
The negative outlook reflects the possibility S&P could lower its
ratings if the company underperformed its forecast and it believed
a payment default or distressed debt restructuring would occur
within 12 months.
Prolonged integration expenses and higher interest rates have led
to persistent free cash flow deficits and unsustainable credit
metrics. S&P said, "Confluence's cash flow burn was worse than we
expected in 2023 primarily due to higher interest rates and a
re-acceleration of acquisition integration and project-related
expenses in the second half of the year. We are also lowering our
EBITDA forecast for 2024 because of higher expected costs of goods
sold and operating expenses. Even if at least half of the
integration and restructuring expenses roll off in 2024 as we
expect, we still forecast the company will use more than $40
million of cash in 2024 and $15 million in 2025, requiring it to
borrow further under its revolver. We also forecast the company's
total interest expense (including the accrual of pay-in-kind
interest on its preferred equity) will exceed its S&P Global
Ratings-adjusted EBITDA through at least 2025. While we believe
EBITDA coverage of cash interest could improve to 1.2x in 2025, it
will likely remain below 1x in 2024. Combined with leverage in the
low- to mid-teens area through 2025, we view these metrics as
unsustainable, and we believe the company is reliant on favorable
business, financial, and economic conditions to grow into its
capital structure and meet its long-term obligations."
Regulatory tailwinds, its growing backlog, and lower integration
expenses should support revenue and EBITDA growth, but it will take
time before the company generates cash. S&P views the highly
recurring subscription nature of the business and revenue
predictability through contracted license agreements favorably. Its
well-embedded products entail high switching costs for its
customers. The company has a growing backlog of sales due to
competitive wins, industry tailwinds from the trend of outsourcing
noncore investment management functions, and new regulations such
as the tailored shareholder reporting mandate. However, it will
take time for the company to convert its backlog to revenue. In
order to generate positive free cash flow, it will also likely need
a combination of additional revenue growth, good cost control,
improving floating interest rates, and decent macroeconomic
conditions.
S&P said, "We believe liquidity could become tight over the next 12
months. The company had fully drawn its revolver as of the end of
the first quarter of last year, before issuing a privately placed
term loan to repay the revolver borrowings and bolster liquidity.
We viewed its ability to issue the incremental term loan amid a
difficult market environment favorably. Nevertheless, we expect
additional draws on the revolver this year will make liquidity
tight again over the next 12 months. Underperformance compared with
our expectations, whether from competitive losses or a broader
recession that softens demand for its products, would likely widen
cash flow deficits and could potentially warrant additional
liquidity injections to avoid a payment default.
"The negative outlook reflects the possibility we could lower our
ratings if the company underperformed our forecast and we believed
a payment default or distressed debt restructuring would occur
within 12 months."
CONNECT FIT: Court OKs Cash Collateral Access Thru July 18
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Connect Fit LLC to use cash collateral on an interim
basis, in accordance with the same terms and conditions of the
previous cash collateral order, through July 18, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to pay prepetition wages in the
ordinary course.
Maison Capital Group Inc. is the only known creditor that may
assert a lien on the debtor's cash collateral. The debtor disputes
that Maison Capital has a valid, perfected lien on its cash
collateral. The Debtor believes its only secured creditors are
Byline Financial Group and Maison Capital, with a total of
approximately $116,573. Priority debts consist of Massachusetts
sales taxes and withholding taxes, while unsecured debts include
past due rent and lease-related expenses, an unsecured debt owed to
Shopify, and certain other vendors and unsecured creditors.
The Debtor's Newton store opened in August 2020 during the COVID
era, but faced costly and time-consuming problems, including
asbestos in the walls and remediation efforts. The Burlington store
opened in November 2022, but has never become profitable. The
Debtor used credit cards and short-term, high-interest loans to
fund operations, reaching a tipping point when Shopify began taking
30% of its revenues to pay debt and establish a reserve.
As adequate protection, Maison Capital was granted replacement
liens on the same types of post-petition property of the estate
against which Maison Capital held liens as of the petition date,
without prejudice to the Debtor's right to contest the amount,
validity, priority and extent of any liens or claims asserted by
Maison Capital. The Replacement Liens will maintain the same
priority, validity and enforceability as Maison Capital's
pre-petition liens.
A copy of the order is available at https://urlcurt.com/u?l=4HHksZ
from PacerMonitor.com.
About Connect Fit LLC
Connect Fit LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-40441) on April 30,
2024. In the petition signed by Jennifer A. Morrison, manager, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Elizabeth D. Katz oversees the case.
Kate E. Nicholson, Esq., at Nicholson PC, represents the Debtor as
legal counsel.
CONTROL MICRO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Control Micro Systems, Inc.
4420 Metric Drive, Suite A
Winter Park, FL 32792
Business Description: The Debtor is a manufacturer of
navigational, measuring, medical and control
instruments.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-02727
Judge: Hon. Tiffany P Geyer
Debtor's Counsel: R.Scott Shuker, Esq.
SHUKER & DORRIS, P.A.
121 S. Orange Avenue
Suite 1120
Orlando, FL 32801
Tel: (407) 337-2060
Email: rshuker@shukerdorris.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul Dupee as chairman.
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/35SSRGY/Control_Micro_Systems_Inc__flmbke-24-02727__0001.0.pdf?mcid=tGE4TAMA
CONVERGEONE HOLDINGS: Gets Court Okay to Exit Chapter 11 Bankruptcy
-------------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that cloud computing company
ConvergeOne Holdings received court approval for a pre-arranged
restructuring plan it negotiated with creditors before its
bankruptcy.
ConvergeOne, backed by CVC Capital Partners, filed Chapter 11 in
the US Bankruptcy Court for the Southern District of Texas last
month, April 2024, with a plan to cut about $1.6 billion in debt.
The plan provides the company with new equity and debt financing
from Silver Point Capital and Monarch Alternative Capital, among
others.
Judge Christopher Lopez agreed early on to allow the bankruptcy to
proceed quickly to confirmation.
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.
CORETEC GROUP: Incurs $524K Net Loss in First Quarter
-----------------------------------------------------
The Coretech Group Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $524,220 on $0 of revenue for the three months ended March 31,
2024, compared to a net loss of $507,384 on $0 of revenue for the
three months ended March 31, 2023.
As of March 31, 2024, the Company had $1.28 million in total
assets, $1.69 million in total liabilities, and a total
stockholders' deficit of $405,116.
CoreTech said, "The Company has insufficient revenue and capital
commitments to fund the development of its planned products and pay
current operating expenses beyond a year following the issuance of
these condensed consolidated financial statements. These
conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a year
following the issuance of these condensed consolidated financial
statements.
"Management is committed to securing revenue and or capital
commitments to fund the development of its planned products and to
pay operating expenses, to realize the value of its technologies.
Management remains focused on controlling cash while advancing its
technology platforms and will continue to leverage
stock-for-services whenever possible."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1375195/000143774924016428/crtg20240331_10q.htm
About The Coretec Group
The Coretec Group owns intellectual property and patents related to
the production and application of engineered silicon to enable new
technologies and to improve the lifespan and performance of a
variety of materials in a range of industries. The Company is
exploring opportunities to use its silicon discoveries and
developments to improve the performance of lithium-ion batteries,
solid-state LED lights and semiconductors, among other
technologies. It is also exploring ways to use its intellectual
property to develop optical plastics to advance development of its
CSpace 3D imaging chamber.
Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 21, 2024, citing that the Company has insufficient revenue
and capital commitments to fund the development of its planned
products, pay current operating expenses and debt commitments
beyond a year following the issuance of these financial statements.
This raises substantial doubt about the Company's ability to
continue as a going concern.
CORNERSTONE CLASSICAL: Moody's Rates 2024A/B Education Bonds 'Ba3'
------------------------------------------------------------------
Moody's Ratings assigns an initial Ba3 to Cornerstone Classical
Academy (CCA) FL's $23.9 million Educational Facilities Revenue
Bonds, (Cornerstone Classical Academy, Inc. Project) Series 2024A
and $310,000 Taxable Educational Facilities Revenue Bonds
(Cornerstone Classical Academy, Inc. Project), 2024B. The bonds
will be issued through the Florida Development Finance Corporation.
Following the sale, CCA will have approximately $41 million in debt
outstanding. The outlook is stable.
The Ba3 reflects CCA's limited operating history and highly
leveraged balance sheet against its sound enrollment trends that
Moody's expect will continue as it adds additional grade levels
over the next few years.
RATINGS RATIONALE
CCA will maintain a good competitive profile, characterized by
sound academic performance, student demand and enrollment trends.
Continued enrollment growth and consistent revenue growth will
continue to provide for stable operating margins and good debt
service coverage. Moody's expect state and local appropriations
will grow in line with enrollment, supporting operating
performance. Days cash on hand is expected to improve to over 120
days in 2024.
Credit quality is constrained by the school's rapid expansion
leading to construction and ramp up risk and very high leverage
with proforma debt to fiscal 2023 operating revenue of 5.6x.
Likewise, while the school is academically outperforming its peers
and meeting all of its charter provisions, it is operating under
its first charter which expires June 30, 2025. Governance is a key
consideration, and while the board has very diverse and experienced
members, the board is small at four members with the founder of the
school as board chair.
RATING OUTLOOK
The stable outlook expects steady operating performance providing
sufficient debt service coverage to meet covenants and the
maintenance or strengthening of the school's liquidity, as well as
progress towards and achievement of full enrollment levels while
maintaining its competitive profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Completion of construction projects on time and within budget
-- Enrollment targets are achieved or exceeded, resulting in
revenue growth in line with projections
-- Trend of annual debt service coverage over 1.5x
-- Days cash on hand maintains a positive trend over 150 days
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Failure to complete the construction project on time and
budget
-- Plateauing or decline of enrollment below projections
-- Decline in operating revenues and narrowing margins
-- Additional debt issuance without a commensurate growth in
operating revenues or financial resources
LEGAL SECURITY
The bonds are secured by a gross revenue pledge and a first lien
mortgage from Cornerstone Classical Academy Inc (CCA), the obligor.
This guarantee is further supported by the Trust Estate, which
includes the facilities managed by CCA. The revenue that safeguards
these bonds principally emanates from the payments CCA makes to the
Florida Development Education Finance Corporation, primarily
received through its FEFP, capital outlay, and local millage
revenue sharing.
The bond covenants stipulate a debt service coverage ratio of 1.1x
and a liquidity benchmark of no less than 45 days cash on hand,
commencing from the fiscal year 2024. In the event of
non-compliance with these covenants the borrower must engage a
consultant to provide recommendations on their operations and
administration.
The additional bond test necessitates the borrower to manifest a
historical and anticipated coverage ratio of not less than 1.0x
prior to the incurring of additional parity indebtedness. The bonds
will have a debt service reserve fund. The Series 2020 Bonds and
Series 2024 Bonds, which are being issued as "Additional Bonds,"
are secured on a parity basis under the Bond Indenture.
USE OF PROCEEDS
Bond proceeds will be used to compete the High School Expansion
Project. The financed Facilities will consist of one two-story
approximately 63,316 square foot educational building including
classrooms, science labs, art room, library and administrative
offices, a gym wing with a regulation basketball and volleyball
court, locker rooms, bathrooms, bleachers, stage for performing
arts, a concession stand, and athletic offices; and a cafeteria
wing, including a kitchen and weight room, which will be used as
the new upper school cafeteria during school hours and as a
secondary athletics facility after school hours.
PROFILE
Cornerstone Classical Academy (CCA) a chartered K-12 institution.
It currently serves 858 students in grades K-9. The school expects
to reach peak enrollment of1,170 in 2029. The school is located in
Jacksonville, FL (Aa2 Stable) approximately 10 miles east of
downtown. The school consistently academically outperforms the
Duval County Schools and many of its peers. The school follows a
classical education curriculum and provides multiple sports and
clubs for its students.
The school is chartered by the Duval County School Board. The
school board is experienced and authorizes 44 charter schools
across the district. The first charter school in the district was
authorized in 2006. CCA operates under its first charter agreement
of five years, which expires June 30, 2025.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in April 2024.
CREAGER MERCANTILE: Court OKs Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Creager Mercantile Co. to use cash collateral, on an interim basis,
in accordance with the budget, with a 20% variance.
As adequate protection, the U.S. Small Business Administration, Mr.
Russell Cowan, American Express, Associated Grocers, Inc., and the
Colorado Department of Revenue, and any other party claiming an
interest in cash collateral, are granted a post-petition lien on
all post-petition assets and income derived from the operation of
the Debtor's business and assets, to the extent that the use of the
cash results in a decrease in the value of the Secured Creditors'
interest in its pre-petition collateral pursuant to 11 U.S.C.
Section 361(2). All replacement liens will hold the same relative
priority to assets as did the pre-petition liens.
The Debtor will keep the Secured Creditors' collateral insured to
the extent it was insured on a pre-petition basis.
A final hearing on the matter is set for June 11, 2024 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=T1p00j
from PacerMonitor.com.
About Creager Mercantile Co.
Creager Mercantile Co. is a a wholesale grocery distributor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-12652-KHT) on May 16,
2024. In the petition signed by Donald Creager, president, the
Debtor disclosed $10 million in both assets and liabilities.
Judge Kimberly H. Tyson oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
D & R JONES: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized D & R Jones Construction Corp. to use cash collateral on
a final basis, in accordance with the budget.
The Debtor requires the use of cash collateral to fund operational
and administrative expenses.
M&T Bank asserts a secured claim against the Debtor pursuant to a
Business Access Line of Credit Note, and a UCC-1 Financing
Statement filed with the New York State Department of State. M&T
asserts an unpaid balance as of the Petition Date in the amount of
approximately $504,086, exclusive of fees, costs and amounts that
M&T is owed pursuant to the Business Access Line of Credit Note.
M&T asserts a security interest in and lien upon, among other
things, all accounts receivable, inventory, equipment, and the
proceeds of the foregoing.
The court ruled that as adequate protection, the secured creditors
are granted valid, binding, enforceable and perfected continuing
replacement, rollover liens and security interests in all
collateral in which such creditors hold security interests pursuant
to their existing loan documents with the Debtor, pursuant to 11
U.S.C. Sections 361 and 363, and in such priority as each
respective Secured Creditor held pre-petition, pending the
conclusion of the interim hearing.
The Debtor will make adequate protection payments to M&T in the
amount of interest only payments in the approximate sum of $3,771
on or before May 25, 2024, and each and every month thereafter
through the Expiration Date.
The liens and security interests granted to M&T, including the
Adequate Protection Liens, will become and are duly perfected
without the necessity for the execution, filing or recording of
financing statements, security agreements and other documents which
might otherwise be required pursuant to applicable non-bankruptcy
law for the creation or perfection of such liens and security
interests.
A copy of the order is available at https://urlcurt.com/u?l=RiCtjn
from PacerMonitor.com.
About D & R Jones Construction Corp.
D & R Jones Construction Corp. is a building finishing contractor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60165) on March 6,
2024. In the petition signed by Douglas Jones, president, the
Debtor disclosed $1,077,620 in assets and $1,034,445 in
liabilities.
Judge Patrick G Radel oversees the case.
Zachary D. McDonald, Esq., at ORVILLE & MCDONALD LAW, P.C.,
represents the Debtor as legal counsel.
DANLON INC: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Danlon, Inc., dba Wang's in the Desert, asks the U.S. Bankruptcy
Court for the Central District of California, Riverside Division,
for authority to use cash collateral and provide adequate
protection.
Wangs, a popular restaurant in Palm Springs, has been a fixture for
20 years. Originally owned by an affiliated entity, it began
operations in 2004 and was successful until the COVID-19 pandemic.
In 2020, Wangs closed for over 1.5 years due to a lease agreement
with the City of Palm Springs, which allowed Well in the Desert to
operate a homeless shelter. This led to property vandalism and
damage, and financial burdens for the Debtor. In 2021, the City
Council did not renew the permit, and Wangs reopened in November
2021. However, the restaurant experienced a significant downturn in
business in 2022 and 2023, forcing it to close again in August
2023.
The Debtor secured funding from a private lender in 2024 and, after
major maintenance, infrastructure repairs, and improvement expenses
were incurred, reopened on March 14, 2024. The Debtor's current
business is already significantly better than it was during the
same period in 2022 and 2023. The Debtor also intends to bring back
live entertainment to increase revenue.
The Debtor's filing of the case was prompted by its economic
hardship, which has included a dispute with Landlord. Landlord has
been challenging the Debtor's rights to the Lease since 2019
pursuant to its subtenancy, which started in or about 2012.
Despite the foregoing challenges, Wangs has a solid business plan
that, with the assistance of chapter 11 relief, will allow the
Wangs to return to the vibrant, award winning, profitable business
it was pre-Covid.
The Debtor does not believe any of its secured lenders have an
interest in cash collateral but filed the motion to use cash
collateral in the event any lienholder disagrees.
CDTFA, Red Target, LLC and Corporation Service Company as Agent
have filed liens against the Debtor and therefore, may allege such
an interest.
In the event the Court deems any secured creditor to hold an
interest in cash collateral that the Debtor proposes to use in
accordance with its forthcoming Budget, as adequate protection, the
Debtor will include the following provisions in the cash collateral
order:
1. Any alleged holder of a lien on cash collateral who the Court
determines to in fact have an interest in cash collateral will
receive a replacement lien on its collateral to the same extent it
had any lien against such types of assets pre-petition, and such
lien will have the same priority and validity that such lien had on
the Petition Date.
2. The Debtor will provide to any person with an interest in cash
collateral, as set forth in the cash collateral order, all Monthly
Operating Reports required to be submitted to the Office of the
United States Trustee and filed with the Court.
The Debtor further requests that it be granted flexibility in the
Budget such that the Debtor may exceed the disbursements forecasted
by up to 15% on a line-by-line basis, and to exceed aggregate
disbursements forecasted in the Budget by a total of 15%.
A copy of the motion is available at https://urlcurt.com/u?l=6r29OK
from PacerMonitor.com.
About Danlon, Inc.
Danlon, Inc. operates an Asian fusion restaurant.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12741) on May 17,
2024. In the petition signed by Lonnie Landers , chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Mark D Houle oversees the case.
Robert P. Goe, Esq., at GOE FORSYTHE & HODGES LLP, represents the
Debtor as legal counsel.
DIAMOND SPORTS: Delays Confirmation Hearing Amid Comcast Spat
-------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that Diamond Sports
Group has delayed a critical court hearing over its proposal to
exit Chapter 11 amid a dispute with Comcast Corp.
Diamond delayed a hearing to consider its Amazon.com Inc.-backed
restructuring plan from June 14 to July 29, 2024, according to a
court filing in Texas bankruptcy court
The decision comes after Major League Baseball, the National Hockey
League and National Basketball Association indicated that losing
Comcast could jeopardize the restructuring.
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally Sports
RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also
holds joint venture interests in Marquee, the home of the Chicago
Cubs, and the YES Network, the local destination for the New York
Yankees and Brooklyn Nets. The RSNs produce about 4,500
live local professional telecasts each year in addition to a wide
variety of locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90116) on March 14, 2023. In the petition signed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
Learn more about B
ECI PHARMACEUTICALS: May Use Cash Collateral Thru June 14
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized ECI Pharmaceuticals LLC to use
cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance, through June 14, 2024.
On October 23, 2023, Genetic Networks, LLC and the Debtor entered
into a loan agreement pursuant to which the Lender agreed to loan
the Debtor up to $2.1 million in working capital through a series
of contemporaneous and future notes. As of the filing date, the
Debtor is indebted to the Lender in the total amount of
approximately $1.3 million.
The Indebtedness is memorialized in a certain Loan and Security
Agreement dated October 23, 2023.
As adequate protection for the use of cash collateral, the Lender
is granted a valid, perfected lien upon, and security interest in,
all cash generated post-petition by the "Property", but only to the
extent and in the order of priority of any valid and perfected
pre-petition lien.
The postpetition liens and security interests granted to the Lender
will be valid and perfected post-petition, to the extent and
priority of the prepetition lien(s), without the need for execution
or filing of any further documents or instruments otherwise
required to be filed or be executed or filed under non-bankruptcy
law.
A continued hearing on the matter is set for June 12, 2024 at 1:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=XnnCVz from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$6,500 for the week beginning June 3, 2024;
$61,850 for the week beginning June 10, 2024;
$15,497 for the week beginning June 17, 2024; and
$36,100 for the week beginning June 24, 2024.
About ECI Pharmaceuticals LLC
ECI Pharmaceuticals LLC is a specialty generic and branded
pharmaceutical manufacturing and marketing company specializing in
the manufacturing of non-sterile, solid oral dose products.
Debtor's business premises are located at 5311 NW 35th Terrace,
Fort Lauderdale, Florida 33309.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14430-SMG) on May 3,
2024. In the petition signed by Fedner Destine, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Scott M. Grossman oversees the case.
Aaron A Wernick, Esq., at Wernick Law PLLC, represents the Debtor
as legal counsel.
EMERA INC: Moody's Affirms 'Ba2' Rating on Subordinated Debt
------------------------------------------------------------
Moody's Ratings affirmed the ratings of Emera Inc. (Emera),
including its Baa3 senior unsecured and Issuer Rating and Ba2
subordinated debt rating, and Emera US Finance LP's guaranteed Baa3
senior unsecured rating. Moody's also affirmed the ratings of Tampa
Electric Company (Tampa Electric), including its A3 senior
unsecured and Issuer Rating and P-2 short-term rating for
commercial paper, and the Baa1 senior unsecured bank credit
facility rating of TECO Finance, Inc. (TECO Finance). The rating
outlooks for all four companies remain negative.
RATINGS RATIONALE
"Emera's negative outlook reflects persistently weak financial
metrics and Moody's view that the announced sale of its ownership
interest in Labrador-Island Link Limited Partnership (LIL LP,
unrated) will be insufficient to improve financial metrics to a
degree that supports the current Baa3 rating" said Yulia
Rakityanskaya, Moody's analyst. The negative outlook also reflects
execution risk associated with Emera's overall deleveraging
strategy, which includes hybrids, equity issuances and additional
asset sales. Since Emera has not disclosed specific details about
further asset sales, there is considerable uncertainty over their
potential effect on and ultimate ability to improve Emera's
financial performance.
The ratings affirmation follows Emera's announcement on 28 May [1]
that the company has entered into a definitive agreement to sell
its 31.1% non-controlling interest in LIL, 1,100 km transmission
line that transports power between Labrador and the island of
Newfoundland, to KKR & Co. Inc. (KKR, unrated). LIL was
commissioned in April 2023, and Emera's annual dividends from the
project were expected to be around CAD80-90 million. The total
transaction value is CAD1.19 billion, comprised of CAD957 million
in cash and CAD235 million for KKR to take over Emera's commitment
to funding the remaining initial capital investment. The sale
aligns with Emera's strategic plan to enhance its financial
profile, and Moody's expect the proceeds to be used for the
repayment of the holding company debt. No regulatory approvals are
required for this transaction and it is expected to be closed on or
about June 4, 2024.
For the year ended December 31, 2023, Emera's CFO Pre-WC to debt
ratio, normalized for deferred fuel and storm costs recovery, was
about 9.8%, weak for the current Baa3 rating and well below the 12%
financial metric threshold that Moody's have indicated could lead
to a downgrade. Moody's anticipate that this transaction will lead
to only a marginal 60 basis point (bps) enhancement in Emera's CFO
Pre-WC to debt ratio. As a result, despite viewing this transaction
as credit positive and beneficial for Emera's financial profile,
Moody's expect Emera's CFO Pre-WC to debt ratio to remain below the
12% financial metric threshold in 2024. The transaction also won't
change Emera's overall business risk profile as the LIL project
only accounts for about 3% of Emera's rate base.
The affirmation of Emera's ratings also incorporates Moody's
expectation that the company will take additional actions over the
near term to improve its credit quality and that Emera will
continue to benefit from highly credit supportive regulatory
framework and strong growth prospects in Florida. Following the
sale of LIL LP Moody's expect that Emera's subsidiaries operating
in Florida will account for approximately 63% of Emera's total rate
base. Moody's expect that incremental cash flows from new rates at
Peoples Gas System, Inc. (PGS, unrated) effective January 2024 and
Tampa Electric's pending rate case with new rates effective January
2025 will add to the improvement in Emera's financial metrics.
Moody's expect this transaction to result in a reduction in the
holding company's debt as a percentage of total consolidated debt
to 35% from about 38% as of March 31, 2024. Despite this reduction,
Moody's continue to view this level of holding company debt as
substantial and, in conjunction with a lack of diversity in Emera's
business mix, it will continue to put financial pressure on all of
Emera's subsidiaries, most notably Tampa Electric. As such, Emera
may have to rely more heavily on Tampa Electric and its upstreamed
dividends to service high parent company debt and other
obligations. As a result, Tampa Electric and TECO Finance's
negative outlooks are largely driven by the negative outlook on
Emera.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
A rating upgrade of Emera's ratings is unlikely given the negative
outlook. However, the outlook could be revised to stable if Emera
further reduces parent company debt levels, continues to benefit
from credit supportive utility regulation, and takes material
additional actions to improve credit metrics such that its ratio of
CFO pre-W/C to debt will be sustained above 12%.
A rating upgrade of Tampa Electric and TECO Finance's ratings is
unlikely given the negative outlook on the parent company. However,
the outlooks could be revised to stable if Emera's outlook is
changed to stable. Longer term, an upgrade could be considered it
Emera is upgraded, the Florida regulatory framework continues to be
highly credit supportive and Tampa Electric and TECO Holdings' key
financial metrics improve such that their CFO pre-W/C to debt
ratios are sustained above 22% and 20%, respectively.
Factors that could lead to a downgrade
Emera could be downgraded if parent debt levels are not reduced
further, material additional parent debt is issued, the political
and regulatory environment for Nova Scotia Power Inc. (NSPI,
unrated) deteriorates, its business risk profile increases through
investments in non-regulated activities or if additional actions
taken on the part of management are insufficient or not timely
enough to materially improve credit metrics such that Moody's
expect its CFO pre-W/C to debt ratio to remain below 12%.
Tampa Electric and TECO Finance could be downgraded if Emera is
downgraded, due to their association with a weaker and speculative
grade rated parent. A downgrade could also be considered if
Florida's regulatory or political framework becomes less credit
supportive such that there are delays in the recovery of prudently
incurred costs and investments or if there is a sustained
deterioration in Tampa Electric and TECO Holdings' financial
profiles such that their ratios of CFO pre-W/C to debt decline
below 19% and 17%, respectively, on a sustained basis.
Headquartered in Halifax, Nova Scotia, Emera is a diversified
utility and energy services holding company. As of March 31, 2024,
Emera reported CAD40 billion in assets and CAD7.1 billion in
revenues with over 95% of consolidated earnings from regulated
businesses. Emera's largest subsidiary, TECO Energy (TECO Energy,
unrated) is the intermediate parent holding company of Tampa
Electric, Peoples Gas System, Inc. (PGS, unrated) and New Mexico
Gas Company (NMGC, unrated), a natural gas local distribution
company serving residential customers in New Mexico. Tampa Electric
provides retail electric service in West Central Florida, while PGS
is a natural gas local distribution company serving about 490,000
customers in Florida's major metropolitan areas. Emera also owns
NSPI, a regulated vertically integrated electric utility in Nova
Scotia; utilities in the Caribbean Islands as well as gas
distribution pipelines, transmission lines and various assets in
Canada.
LIST OF AFFECTED RATINGS
Issuer: Emera Inc.
Affirmations:
LT Issuer Rating, Affirmed Baa3
Subordinate, Affirmed Ba2
Senior Unsecured, Affirmed Baa3
Outlook Actions
Outlook, Remains Negative
Issuer: Emera US Finance LP
Affirmations:
Backed Senior Unsecured, Affirmed Baa3
Outlook Actions
Outlook, Remains Negative
Issuer: Tampa Electric Company
Affirmations:
LT Issuer Rating, Affirmed A3
Senior Unsecured Shelf, Affirmed (P)A3
Senior Unsecured Bank Credit Facility, Affirmed A3
Commercial Paper, Affirmed P-2
Senior Unsecured, Affirmed A3
Outlook Actions
Outlook, Remains Negative
Issuer: TECO Finance, Inc.
Affirmations:
Backed Senior Unsecured Bank Credit Facility, Affirmed Baa1
Outlook Actions
Outlook, Remains Negative
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in June 2017.
EMERGENT BIOSOLUTIONS: All Four Proposals Passed at Annual Meeting
------------------------------------------------------------------
Emergent BioSolutions Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 23, 2024, it held
its 2024 annual meeting of stockholders at which the stockholders:
(1) elected Donald DeGolyer, Neal Fowler, and Marvin White as
directors to hold office for a term expiring at the
Company's
2027 annual meeting of stockholders, each to serve until
their respective successors are duly elected and qualified;
(2) ratified the appointment by the Audit and Finance Committee
of the Company's Board of Directors of Ernst & Young LLP as
the Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2024;
(3) approved, on an advisory basis, the 2023 compensation of
the
Company's named executive officers; and
(4) approved an amendment to the Emergent BioSolutions Inc.
Amended and Restated Stock Incentive Plan to increase the
number of shares of the Company's common stock reserved for
issuance under the Incentive Plan by 2,100,000 shares. The
Amendment also removes the fungible ratio to provide that
full value awards (including awards of restricted stock,
restricted stock units, other stock unit awards and
performance awards) that are granted on or subsequent to
May 23, 2024 will deplete the applicable share reserve by
one
share for each share of common stock subject to the award.
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 8, 2024, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Senior
Secured Credit Facilities and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
EMPLOYBRIDGE LLC: HPS Corporate Marks $9.7MM Loan at 16% Off
------------------------------------------------------------
HPS Corporate Lending Fund has marked its $9,782,000 loan extended
to Employbridge, LLC to market at $8,204,000 or 84% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in HPS Corporate's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
HPS Corporate is a participant in a First Lien Debt to
Employbridge, LLC. The loan accrues interest at a rate of 10.34%
(SF+ 4.75%) per annum. The loan matures on July 19, 2028.
HPS Corporate is a Delaware statutory trust that was formed on
December 23, 2020 and commenced operations on February 3, 2022. The
Company is a non-diversified, closed-end management investment
company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. The
Company is externally managed by HPS Advisors, LLC a wholly-owned
subsidiary of HPS Investment Partners, LLC. Prior to June 30, 2023,
the Company was externally managed by HPS. The Company has elected
to be treated for federal income tax purposes, and intends to
qualify annually thereafter, as a regulated investment company as
defined under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HPS Corporate is led by Michael Patterson, Chief Executive Officer;
and Robert Busch, Chief Financial Officer. The fund can be reach
through:
Michael Patterson
HPS Corporate Lending Fund
40 West 57th Street, 33rd Floor
New York, NY 10019
Tel: (212) 287-6767
Employbridge, LLC operates as an industrial staffing company. The
Company offers temporary associates in manufacturing, logistics,
warehousing, and contact centers.
ERC TOPCO: HPS Corporate Marks $25.2MM Loan at 26% Off
------------------------------------------------------
HPS Corporate Lending Fund has marked its $25,291,000 loan extended
to ERC Topco Holdings, LLC to market at $18,820,000 or 74% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in HPS Corporate's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
HPS Corporate is a participant in a First Lien Debt to ERC Topco
Holdings, LLC. The loan accrues interest at a rate of 11.81% (SF+
6.25% (incl 3.25% Payment In Kind) per annum. The loan matures on
November 10, 2028.
HPS Corporate is a Delaware statutory trust that was formed on
December 23, 2020 and commenced operations on February 3, 2022. The
Company is a non-diversified, closed-end management investment
company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. The
Company is externally managed by HPS Advisors, LLC a wholly-owned
subsidiary of HPS Investment Partners, LLC. Prior to June 30, 2023,
the Company was externally managed by HPS. The Company has elected
to be treated for federal income tax purposes, and intends to
qualify annually thereafter, as a regulated investment company as
defined under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HPS Corporate is led by Michael Patterson, Chief Executive Officer;
and Robert Busch, Chief Financial Officer. The fund can be reach
through:
Michael Patterson
HPS Corporate Lending Fund
40 West 57th Street, 33rd Floor
New York, NY 10019
Tel: (212) 287-6767
ERC Topco Holdings, LLC provides nursing and residential care
services.
ERC TOPCO: HPS Corporate Marks $414,000 Loan at 26% Off
-------------------------------------------------------
HPS Corporate Lending Fund has marked its $414,000 loan extended to
ERC Topco Holdings, LLC to market at $308,000 or 74% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in HPS Corporate's Form 10-Q for the quarterly period
ended March 31, 2024, filed with the Securities and Exchange
Commission.
HPS Corporate is a participant in a First Lien Debt to ERC Topco
Holdings, LLC. The loan accrues interest at a rate of 11.81% (SF+
6.25% Payment in Kind) per annum. The loan matures on November 10,
2027.
HPS Corporate is a Delaware statutory trust that was formed on
December 23, 2020 and commenced operations on February 3, 2022. The
Company is a non-diversified, closed-end management investment
company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. The
Company is externally managed by HPS Advisors, LLC a wholly-owned
subsidiary of HPS Investment Partners, LLC. Prior to June 30, 2023,
the Company was externally managed by HPS. The Company has elected
to be treated for federal income tax purposes, and intends to
qualify annually thereafter, as a regulated investment company as
defined under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HPS Corporate is led by Michael Patterson, Chief Executive Officer;
and Robert Busch, Chief Financial Officer. The fund can be reach
through:
Michael Patterson
HPS Corporate Lending Fund
40 West 57th Street, 33rd Floor
New York, NY 10019
Tel: (212) 287-6767
ERC Topco Holdings, LLC provides nursing and residential care
services.
EYE CARE: Gets Court Okay for $14.5-Mil. Sale to Bankers Life
-------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that Eye Care Leaders, a
bankrupt software provider with ties to criminally charged
investment firm founder Greg E. Lindberg, won court approval for
the company's $14.5 million sale to Colorado Bankers Life Insurance
Corp.
Lindberg argued in an objection to the deal that his firm had to
consent to any sale of Eye Care Leaders assets, which he said
advisers brought in to guide the company through Chapter 11 didn't
obtain.
About Eye Care Leaders Portfolio Holdings, LLC
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. The
committee retained Kilpatrick Townsend & Stockton LLP as counsel
and Force Ten Partners, LLC as financial advisor.
FCA CONSTRUCTION: Court OKs Cash Collateral Access Thru June 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized FCA Construction LLC to use cash collateral, on an
interim basis, in accordance with the budget, with a 20% variance,
through the date of the continued hearing set for June 26, 2024 at
1 p.m.
The Debtor stipulates that, pursuant to pre-petition agreements,
the Debtor granted to the U.S. Small Business Administration a
valid lien and security interest in and to, among other things, all
of the Debtor's tangible and intangible personal property,
including, without limitation, all cash collateral generated and/or
in the Debtor's possession as of the Petition Date to secure all of
the Debtor's pre-petition obligations to the SBA.
As adequate protection for the Debtor's use of cash collateral, and
only to the extent of any post-petition diminution in the value of
the SBA's interest in the cash collateral, the SBA is granted
replacement security interests in and liens upon all post-petition
property of the Debtor and its estate and all proceeds and products
of such property to the extent that the SBA possessed, prior to the
Petition Date, a valid and perfected security interests in and lien
upon such property in each case to the same extent, validity and
priority as the pre-petition security interests and liens of the
SBA in and upon the pre-petition collateral.
The Adequate Protection Liens of the SBA will each be subject only
to (a) the Carve-Out and (b) valid, perfected, enforceable and
unavoidable liens and security interests granted by the Debtor or
operation of law to any person or entity that were superior in
priority to the pre-petition security interests and liens held by
the SBA and only to the extent such pre-petition liens are not
otherwise subject to avoidance or subordination.
The "Carve-Out" means (A) any and all expenditures authorized or
made pursuant to the Budget, whether or not paid: (i) the unpaid
fees and expenses of the Clerk of the Bankruptcy Court and the UST
pursuant to 28 U.S.C. section 1930(a)(6) and 28 U.S.C. section
156(c) (if applicable); (ii) the reasonable unpaid fees,
disbursements, costs, and expenses incurred by the subchapter V
trustee prior to the termination of the use of cash collateral and
in accordance with the Budget, to the extent allowed by the
Bankruptcy Court, whether by interim order, procedural order or
otherwise, after the termination of the use of cash collateral; and
(iii) the reasonable unpaid fees, disbursements, costs, and
expenses incurred by the Debtor's professionals prior to the
termination of the use of cash collateral and in accordance with
the Budget, to the extent allowed by the Bankruptcy Court, whether
by interim order, procedural order or otherwise, after the
termination of the use of cash collateral, in addition to any
retainer then held by such professional, for fees, disbursements,
costs, and expenses incurred.
A continued hearing on the matter is set for June 26, 2024 at 1
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=eB2a7f from PacerMonitor.com.
The Debtor projects total cash outflows, on a weekly basis, as
follows:
$175,889 for the week beginning June 3, 2024;
$151,095 for the week beginning June 10, 2024;
$211,009 for the week beginning June 17, 2024; and
$71,511 for the week beginning June 24, 2024.
About FCA Construction LLC
FCA Construction LLC is a general contractor specializing in
residential construction and roofing, commercial construction and
roofing, disaster recovery, disaster roof replacement, and
electrical and mechanical services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 24-10702) on April 11,
2024. In the petition signed by Albert Courcelle, III, member, the
Debtor disclosed $3,417,686 in assets and $7,768,774 in
liabilities.
Judge Meredith S. Grabill oversees the case.
Tristan Manthey, Esq., at FISHMAN HAYGOOD, L.L.P., represents the
Debtor as legal counsel.
FLORIDIAN POOLS: Bid to Use Cash Collateral Denied
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
denied the motion to use cash collateral filed by Floridian Pools,
Inc. for the reason set forth on the record.
The Debtor sought to use the cash collateral of the U.S. Small
Business Administration, which will be used to pay ongoing
operating expenses.
On May 10, 2020, the U.S. Small Business Administration and the
Debtor entered into a Loan Authorization and Agreement in the
principal amount of $150,000.
On May 19, 2020, the SBA filed a UCC-1 Financing Statement with the
Florida Secured Transaction Registry, filing number 202001659251.
According to the Debtor's records, approximately $482,812 remains
due and owing to the SBA.
The post-petition cash generated from the Debtor's assets
constitutes the SBA's cash collateral and the Debtor reasonably
believes that the SBA will be claiming a security interest in said
cash collateral.
A copy of the order is available at https://urlcurt.com/u?l=FgylE3
from PacerMonitor.com.
About Floridian Pools
Floridian Pools, Inc. is a swimming pool contractor based in
Florida.
Floridian Pools filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-10782) on Jan. 28, 2024, listing up to $50,000 in assets and $1
million to $10 million in liabilities.
Judge Mindy A. Mora presides over the case.
Brian K. McMahon, PA represents the Debtor as counsel.
FRINJ COFFEE: Faces Lawsuit in Chapter 11 Bankruptcy
----------------------------------------------------
Daniel Kline of Clayton NewsDaily.com reports that California's
Frinj Coffee had filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Central California. The
company said in its late January filing that it expected to have
funds available for unsecured creditors.
The Goleta, Calif., coffee company described itself on its
Website.
"Frinj evolved from a unique working relationship between its
co-founder, organic farmer Jay Ruskey, and Mark Gaskell, PhD, a
California Cooperative Extension Farm Advisor," it says.
"Ruskey had worked with agricultural scientists since his college
days, in the early 90s, collaborating on plant trials of tropical
fruits with market potential. Gaskell had previously worked with
the U.S. Agency for International Development in Panama,
introducing crops, and he wondered if coffee could be a viable crop
in California."
Basically, the dream was growing coffee in California, an area
where it has not traditionally been grown. It was a long process to
prove viability.
"In 2002, Gaskell gave Ruskey 40 coffee plants from Costa Rican
seed. Jumping at the chance to explore the possibilities, Ruskey
planted the coffee among his avocado trees, enabling the two plant
species to sustainably share water and nutrients," according to the
website.
"It takes three to four years for a young coffee plant to bear
fruit, and another two years before it produces a viable harvest."
It has been a long journey for the company, but it now supplies
coffee to a number of area restaurants and sells it directly to
consumers.
Frinj Coffee, in Chapter 11, faces another problem
At the time of its filing, Frinj reported $215,000 in assets and
nearly $2 million in liabilities. It has been operating under
Chapter 11 bankruptcy since then.
"The company's former head roaster, Paige Gesualdo, is suing the
company as well as Ruskey and two more executives for fraud, breach
of contract, and various employment-related claims," according to a
report in the Santa Barbara Independent.
That lawsuit alleges that Gesualdo invested $1.2 million into the
company after Ruskey and other executives misled her about the
company's finances. "Her father, Ralph Gesualdo, also loaned the
company $200,000 and has filed a second lawsuit over that unpaid
promissory note," according to the paper.
Ruskey likened the lawsuits to a family dispute and he expects the
company to move forward.
"Frinj opted for a strategic semi-pause, seeking protection through
reorganization to address these matters comprehensively and
fairly," he said.
"This step represents not an end, as the company is still selling
coffee, trees, and helping farmers, but a necessary interlude, and
we are optimistic that we will return to putting our full focus on
pioneering California coffee very soon."
About FRINJ Coffee Inc.
FRINJ Coffee, Incorporated is a coffee production firm that offers
coffee plant material, production consulting, post-harvest, and
marketing services. The Company creates a transformative
experience by connecting coffee drinkers to farmers, propelling the
growth of a coffee industry in Southern California. FRINJ
currently supports more than 65 farmers who are growing coffee in
Santa Barbara, Ventura, and San Diego counties as well as many more
property owners who are adding coffee to their crops.
FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10044) on Jan. 16,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. John A. Ruskey III, chief executive
officer, signed the petition.
Judge Ronald A. Clifford III oversees the case.
The Debtor tapped the Law Offices of Michael Jay Berger as
bankruptcy counsel, Tadjedin Thomas & Engbloom Law Group LLP as
special litigation counsel, Hutchinson and Bloodgood LLP as
accountant, and Sanigok Consulting LLC as financial consultant.
FTX GROUP: Bankruptcy Examiner Wants LedgerX Deal Probed
--------------------------------------------------------
Steven Church of Bloomberg News reports that the FTX bankruptcy
examiner is recommending a probe of the LedgerX deal.
The fraud-tainted crypto firm FTX should face a new investigation
into its money-losing deal for derivatives exchange LedgerX in
order to determine if any of the original owners can be sued, a
court-approved examiner recommended in a report made public
Thursday, May 23, 2024.
Former federal prosecutor Robert J. Cleary concluded that FTX's
main law firm, Sullivan & Cromwell, should not be part of any probe
of the transaction because the firm was previously involved in the
$300 million purchase that brought LedgerX into the FTX empire in
2021.
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: Examiner Says That Fenwick & West Involved in Fraud
--------------------------------------------------------------
Justin Wise of Bloomberg Law reports that Fenwick & West lawyers
were "directly involved" in FTX's efforts to blur its relationship
with a sister hedge fund before the massive crypto exchange went
bust, according to a court approved examiner.
The Silicon Valley law firm helped FTX shield ties to Alameda
Research from investors and regulators, former prosecutor Robert
Cleary said in a report made public Thursday. Prosecutors accused
FTX chief Sam Bankman-Fried of routing customer money to repay
billions in Alameda's debts.
Fenwick was "involved in an expansive range of matters, including
those that closely intersected with core aspects of the FTX Group's
improper operations and management," the report said. The firm's
lawyers also helped FTX try "to use unconventional settlements to
silence credible whistleblowers."
The revelations turn up the heat already on Fenwick over its work
for the crypto exchange that crashed in 2022. The company's new
management is investigating the firm, which also faces a class
action by FTX customers and has been hit with subpoenas from
federal prosecutors.
"The Examiner's status report did not include any finding of
wrongdoing on Fenwick's part," Fenwick said in a statement.
"Fenwick stands behind the integrity of the work we performed on
behalf of FTX. We will continue to support and cooperate with the
investigation."
The firm previously has said it performed "routine" legal services
for the crypto exchange and knew nothing of FTX'’s fraudulent
activities.
"Generally, whenever a law firm is accused of being complicit in a
client's fraud, there's tremendous potential exposure," said
Michael Frisch, Georgetown Law Center's ethics counsel.
The firm, referred to as "Law Firm-1" in Cleary's report, earned
more than $22 million working for FTX. That includes work on the
issuance of "founder loans," which were used to move billions in
cash and assets between FTX entities, as well as to FTX
leadership’s personal accounts, said Cleary.
Bankman-Fried was found guilty of routing billions in customer
money for risky bets, political donations, and his personal use. In
March, he was sentenced to 25 years in prison.
A federal bankruptcy court tapped Cleary to lead an independent
examination of FTX's reorganization.
'Birds-Eye View'
The report arrived as powerful Wall Street firm Sullivan & Cromwell
came under scrutiny over its ties to FTX.
Sullivan & Cromwell, which is now serving as FTX's main bankruptcy
counsel, was not aware of the fraud while working for the exchange,
Cleary's report said. He found "no error" in the bankruptcy court's
decision to appoint the law firm for the lucrative assignment.
Fenwick was the only firm "entrusted with a birds-eye view" of the
operation, Cleary said, thanks to what he called "unique access" to
the company.
The firm is identifiable in the report through references to Daniel
Friedberg and Can Sun, Fenwick lawyers who left the firm for top
roles at FTX.
The pair and other Fenwick lawyers were considered close allies of
Joseph Bankman, the father of Bankman-Fried and an FTX adviser.
Bankman selected Fenwick as Alameda’s counsel in 2017, Cleary
said.
A spokesman for Bankman declined to comment.
Fenwick, through its legal work, gained intimate knowledge about
FTX's precarious foundation, Cleary said. He cited a 2019 message
from Bankman-Fried to Fenwick lawyers that Cleary said would have
made clear the solvency risks FTX faced.
Bankman-Fried told the lawyers that Alameda held a significant
portion of FTX's native FTT token. He also said the token "has a
high market value but that market value could not be realized
without crashing the market."
Friedberg, FTX's chief compliance officer who also once served as
the chair of Fenwick's payment's practice, was found to have had
led efforts to quash whistleblower allegations. At least some of
that work happened while he was still at the firm, according to
Cleary.
Friedberg did not immediately respond to requests for comment.
Some Fenwick and Sullivan & Cromwell lawyers also used the Signal
messaging app while dealing with FTX employees, Cleary said. They
enabled an auto-delete feature on the app, a move that hampered
later investigative efforts.
Fenwick has produced 144 individual or group chats between the firm
and FTX employees, according to the report. Only 18 of the chats
contain messages that have not been deleted.
There is nothing inherently wrong in using an auto-delete messages
feature, said Bruce Green, a Fordham University legal ethics
professor. "But it does have an appearance that a telephone call
doesn't have, because it makes clear the purpose is to avoid
preservation," Green said.
Bankman-Fried claimed that Fenwick advised him on the use of
encrypted messaging apps and US banking regulation compliance. He
also criticized Sullivan & Cromwell, claiming the firm's lawyers
played a bigger part in FTX's operations than previously
disclosed.
'Disorganized and Haphazard'
Cleary throughout the report cited an investigation by lawyers at
Quinn Emanuel Urquhart & Sullivan. FTX's new management hired Quinn
Emanuel as conflicts counsel and directed it to investigate all of
the professional service providers that FTX worked with ahead of
the bankruptcy.
FTX and its affiliates worked with 145 law firms between 2018 and
2022, according to the report.
The company often hired lawyers, including many from premiere law
firms, in a "disorganized and haphazard manner," said Cleary. That
routinely led to duplicated work, with money going to firms who
provided little meaningful assistance.
Some unnamed firms were instructed by FTX to perform "little to no
due diligence" on its acquisitions and investments, according to
the report.
"If what the examiner says is true, it's possible that Quinn
Emanuel is going to look at aiding and abetting liability" for some
of the firms, said Nancy Rapoport, a University of Las Vegas Nevada
law professor.
Fenwick and Sullivan & Cromwell are fighting a lawsuit by FTX
investors for allegedly enabling fraud. Cleary has also recommended
additional investigations related to Sullivan & Cromwell's work
before and during the bankruptcy.
"Sullivan & Cromwell remains confident in our prepetition work for
FTX and the commencement of the Chapter 11 cases," the firm said in
a statement. "If the court concludes that any points require
further review, we will continue to cooperate fully with the
Examiner."
The case is FTX Trading Ltd., 22-11068, U.S. Bankruptcy Court for
the District of Delaware.
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.
FUTURE FINTECH: Falls Short of Nasdaq Bid Price Requirement
-----------------------------------------------------------
Future FinTech Group Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on May 13, 2024,
the Company received a letter from the Nasdaq Stock Market
notifying the Company that, because the closing bid price for the
Company's common stock listed on Nasdaq was below $1 for 30
consecutive business days, the Company no longer meets the minimum
bid price requirement for continued listing on Nasdaq under Nasdaq
Marketplace Rule 5550(a)(2), which requires a minimum bid price of
$1.00 per share.
The notification has no immediate effect on the listing of the
Company's common stock. In accordance with Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has a period of 180 calendar days from
the date of notification, until November 11, 2024, to regain
compliance with the Minimum Bid Price Requirement. If at any time
before the expiration of the Compliance Period the bid price of the
Company's common stock closes at or above $1.00 per share for a
minimum of 10 consecutive business days, Nasdaq will provide
written notification that the Company has achieved compliance with
the Minimum Bid Price Requirement. If the Company does not regain
compliance by the end of the Compliance Period, the Company may be
eligible for an additional 180 calendar day period to regain
compliance. To qualify, the Company will be required to meet the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the bid price requirement,
and will need to provide written notice of its intention to cure
the deficiency during the second compliance period by effecting a
reverse stock split, if necessary. However, if it appears to Nasdaq
that the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible, Nasdaq will provide notice that
the Company's securities will be subject to delisting.
About Future FinTech Group
New York, N.Y.-based Future FinTech Group Inc. is a holding company
incorporated under the laws of the State of Florida. The Company
historically engaged in the production and sale of fruit juice
concentrates (including fruit purees and fruit juices), fruit
beverages (including fruit juice beverages and fruit cider
beverages) in the PRC. Due to drastically increased production
costs and tightened environmental laws in China, the Company had
transformed its business from fruit juice manufacturing and
distribution to financial technology related service businesses.
The main business of the Company includes supply chain financing
services and trading in China, asset management business in Hong
Kong and cross-border money transfer service in UK.
As of December 31, 2023, the Company had $60.9 million in total
assets, $18.5 million in total liabilities, and $42.4 million in
total shareholders' equity.
Orange, Calif.-based Fortune CPA, Inc., the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered losses from
operations, which raise substantial doubt about its ability to
continue as a going concern.
GABHALTAIS TEAGHLAIGH: Seeks to Sell Property to Root Development
-----------------------------------------------------------------
Gabhaltais Teaghlaigh, LLC, asked the U.S. Bankruptcy Court for the
District of Massachusetts for approval to sell its real property to
Root Development, LLC.
The buyer, a Massachusetts limited liability company, offered $2.1
million for the property located at 147-175 Central St., Lowell,
Mass.
The property is being sold "free and clear" of liens, claims, and
encumbrances, according to the sale agreement.
The closing date is April 30, 2025, and Root Development has a
right to extend the date to Oct. 30, 2025. In addition, the
agreement includes a condition that the buyer receive, among other
things, all necessary approvals from the Commonwealth of
Massachusetts and the City of Lowell for necessary tax increment
exemptions under the Massachusetts Housing Development Incentive
Program.
There is one mortgage of record on the property in favor of
Enterprise Bank & Trust Company. To the extent that Enterprise
holds a valid and perfected mortgage on the property, the
obligation secured by the mortgage will be paid from the sale
proceeds.
About Gabhaltais Teaghlaigh
Gabhaltais Teaghlaigh, LLC is a real estate rental company that
immediately prior to the petition date, owned six residential or
commercial properties.
Gabhaltais Teaghlaigh filed Chapter 11 petition (Bankr. D. Mass.
Case No. 22-10839) on June 15, 2022, with as much as $50,000 in
both assets and liabilities. Virginia Hung, a member, signed the
petition.
Judge Christopher J. Panos oversees the case.
David G. Baker, Esq., at Baker Law Offices, is the Debtor's
bankruptcy counsel.
GAMIDA CELL: Judge Plans to Approve Prepackaged Chapter 11 Plan
---------------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that a
Delaware bankruptcy judge said she would approve a prepackaged
confirmation plan for Gamida Cell Inc. that would turn the
biotechnology company over to its largest creditor.
About Gamida Cell Ltd.
Gamida Cell Ltd., an Israeli biotechnology company developing
immunotherapy products.
Gamida Cell Ltd. sought relief under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10847) on April 22,
2024 to seek recognition of the proceeding under Part 10 of the
Israeli Bankruptcy and Economic Rehabilitation Law, 5778-2018,
pending in the District Court of Be'er-Sheva, Israel. The
Honorable Bankruptcy Judge J. Kate Stickles oversees the U.S.
case.
Gamida Cell's U.S. counsel:
Stanley B. Tarr
Blank Rome LLP
302-425-6479
stanley.tarr@blankrome.com
GAMIDA CELL: Seeks to Hire Blank Rome as Bankruptcy Co-Counsel
--------------------------------------------------------------
Gamida Cell Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Blank Rome LLP as co-counsel.
The firm will render these services:
(a) advise the Debtor with respect to its rights, powers, and
duties in the continued management and operation of its remaining
business and properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(c) advise and consult the Debtor regarding the conduct of
this case;
(d) advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;
(e) take all necessary action to protect and preserve the
Debtor's estate;
(f) assist in preparing on behalf of the Debtor motions,
applications, answers, orders, reports, and papers;
(g) assist in prosecuting a plan and accompanying disclosure
statement and all related agreements and/or documents and taking
any necessary action on behalf of the Debtor to obtain confirmation
of such a plan;
(h) appear before this court, any appellate courts, and the
Office of the United States Trustee, and protect the interests of
the Debtor's estate before such courts and the U.S. Trustee;
(i) advise the Debtor with respect to corporate issues; and
(j) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with this
case to bring it to a conclusion.
The hourly rates of the firm's counsel and staff are as follows:
Partners $750 - $1,495
Counsels $640 - $1,215
Associates $615 - $970
Paralegals, Clerks and Librarians $210 - $585
Other Staff $160 - $395
In addition, the firm will seek reimbursement for expenses
incurred.
Blank Rome also received a retainer in the amount of $133,059.
John Lucian, Esq., a partner at Blank Rome, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John E. Lucian, Esq.
Blank Rome LLP
1201 N. Market Street, Suite 800
Wilmingron, DE 19801
Telephone: (302) 425-6400
Email: john.lucian@blankrome.com
About Gamida Cell
Gamida Cell Inc. is a biotech company developing cutting edge
technology that uses human cells to treat different blood related
disorders including leukemia, lymphoma, and other severe blood
conditions.
Gamida Cell sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11003) on May 13, 2024.
In the petition signed by Abigail Jenkins, sole director, the
Debtor disclosed up to $10 million in assets and up to $100 million
in liabilities.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Blank Rome LLP and Cooley LLP as counsel and
Kroll Restructuring Administration, LLC as administrative advisor.
GAMIDA CELL: Seeks to Hire Cooley LLP as Bankruptcy Co-Counsel
--------------------------------------------------------------
Gamida Cell Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Cooley LLP as co-counsel.
The firm will render these services:
(a) advise the Debtor of its rights, powers, and duties under
Chapter 11 of the Bankruptcy Code;
(b) prepare, on behalf of the Debtor, all necessary legal
documents and review all financial and other reports to be filed in
the Chapter 11 Case;
(c) advise the Debtor concerning, and prepare responses to,
legal papers that may be filed and served in the Chapter 11 Case;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of, any financing agreements and
related transactions;
(e) review the nature and validity of any liens asserted
against the Debtor's property and advise concerning the
enforceability of such liens;
(f) counsel the Debtor in connection with any sale of assets
and related documents;
(g) counsel the Debtor in connection with the Plan and related
documents;
(h) provide corporate, employee benefit, litigation, tax, and
other general non-bankruptcy services to the Debtor to the extent
requested by the Debtor; and
(i) perform all other necessary or appropriate legal services
in connection with the Chapter 11 Case for or on behalf of the
Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,570
Associates $1,155 - $1,395
Paralegals $420
In addition, the firm will seek reimbursement for expenses
incurred.
Blank Rome also received a retainer in the amount of $133,059.
Michael Klein, Esq., a partner at Cooley, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Klein, Esq.
Cooley LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479 6000
Email: mklein@cooley.com
About Gamida Cell
Gamida Cell Inc. is a biotech company developing cutting edge
technology that uses human cells to treat different blood related
disorders including leukemia, lymphoma, and other severe blood
conditions.
Gamida Cell sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11003) on May 13, 2024.
In the petition signed by Abigail Jenkins, sole director, the
Debtor disclosed up to $10 million in assets and up to $100 million
in liabilities.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Blank Rome LLP and Cooley LLP as counsel and
Kroll Restructuring Administration, LLC as administrative advisor.
GAMIDA CELL: Seeks to Hire Kroll as Administrative Advisor
----------------------------------------------------------
Gamida Cell Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Kroll Restructuring
Administration LLC as administrative advisor.
The firm will render these services:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a Chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156 Application, as may
be requested from time to time by the Debtors, the Court or the
Office of the Clerk of the Bankruptcy Court.
The hourly rates of the firm's professionals are as follows:
Analyst $35 - $60
Technology Consultant $50 - $135
Consultant/Senior Consultant $75 - $205
Director $215 - $265
Solicitation Consultant $235
Director of Solicitation $275
Managing Director $300
On April 17, 2024, the firm received an advanced payment in the
amount of $50,000. On April 19, 2024, the firm received an
additional payment in the amount of $40,612.15 for prepetition fees
and expenses.
Benjamin Steele, a managing director at Kroll Restructuring
Administration, disclosed in a court filing that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Benjamin J. Steele
Kroll Restructuring Administration, LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
Telephone: (212) 593-1000
About Gamida Cell
Gamida Cell Inc. is a biotech company developing cutting edge
technology that uses human cells to treat different blood related
disorders including leukemia, lymphoma, and other severe blood
conditions.
Gamida Cell sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11003) on May 13, 2024.
In the petition signed by Abigail Jenkins, sole director, the
Debtor disclosed up to $10 million in assets and up to $100 million
in liabilities.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Blank Rome LLP and Cooley LLP as counsel and
Kroll Restructuring Administration, LLC as administrative advisor.
GLOBAL TECHNOLOGIES: Reports $2.76M Net Income in Third Quarter
---------------------------------------------------------------
Global Technologies, Ltd. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $2.76 million on $451,509 of revenue for the three months ended
March 31, 2024, compared to a net loss of $668,382 on $0 of revenue
for the three months ended March 31, 2023.
For the nine months ended March 31, 2024, the Company reported net
income of $526,230 on $451,509 of revenue, compared to a net loss
of $544,114 on $14,000 of revenue for the nine months ended March
31, 2023.
As of March 31, 2024, the Company had $8.11 million in total
assets, $6.92 million in total liabilities, $1.83 million in total
mezzanine equity, and a total stockholders' deficiency of
$630,878.
Global Technologies said, "There is no assurance that sufficient
funds required during the next year or thereafter will be generated
from operations or that funds will be available through external
sources. The lack of additional capital resulting from the
inability to generate cash flow from operations or to raise capital
from external sources would force the Company to substantially
curtail or cease operations and would, therefore, have a material
effect on the business. Furthermore, there can be no assurance
that any such required funds, if available, will be available on
attractive terms or they will not have a significant dilutive
effect on the Company's existing shareholders. We have therefore
concluded there is substantial doubt about our ability to continue
as a going concern."
Management Commentary:
"Our quarterly results demonstrate significant progress in Global
Technologies' strategic realignment," said Fredrick Cutcher, CEO of
Global Technologies Ltd. "The transformation from real estate to
technology and services not only revitalizes our portfolio but also
positions us at the forefront of two rapidly growing industries:
health and wellness and electric vehicle infrastructure. With
solid financial results this quarter and a clear strategic
direction, we are confident in our ability to deliver sustained
growth and value creation."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/932021/000149315224019084/form10-q.htm
About Global Technologies
Global Technologies, Ltd. is a multi-operational company that is
driving innovation and sustainable growth across the technology and
service sectors. With a strategic focus on the health and wellness
and electric vehicle industries through its subsidiaries, the
company leverages cutting-edge technology and innovative business
models to revolutionize these sectors. Global Technologies is
dedicated to enhancing connectivity, efficiency, and environmental
stewardship, thereby delivering substantial value to its customers,
partners, and shareholders. Its mission is rooted in empowering
businesses and communities with scalable solutions that not only
meet current demands but also anticipate future needs, ensuring a
sustainable and thriving future for all stakeholders.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Dec. 28, 2023, citing that the
Company has a history of net losses, an accumulated deficit, and
negative cash flows from operations. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
GPS HOSPITALITY: Moody's Alters Outlook on 'Caa1' CFR to Stable
---------------------------------------------------------------
Moody's Ratings changed GPS Hospitality Holding Company LLC's
outlook to stable from negative. At the same time Moody's affirmed
all of GPS' ratings including its Caa1 corporate family rating,
Caa1-PD probability of default rating and the Caa1 rating on its
senior secured notes due 2028.
The affirmation and outlook change to stable reflects Moody's
expectation that GPS' performance and credit metrics will show
modest improvement in 2024, and that the company will maintain
adequate liquidity despite the currently difficult environment.
While industry traffic is under pressure due to reduced consumer
spending, particularly at lower income levels, Moody's expects that
recent underperforming restaurant closures, lower commodity
inflation and Burger King's "Reclaim the Flame" initiatives will
benefit GPS' earnings and produce flat to modest positive cash flow
for the year. Liquidity is supported by $17 million of balance
sheet cash as of March 2024, and Moody's expectation for modest
cash flow and excess availability under its unrated $70 million
revolver.
RATINGS RATIONALE
GPS' Caa1 rating is constrained by governance considerations,
particularly its aggressive financial strategies that, when
combined with weak earnings and negative free cash flow in 2022,
led to unsustainably high financial leverage and weak interest
coverage. Credit metrics remain weak but have significantly
improved over the past 12 months, with Moody's adjusted debt/EBITDA
and EBITDA less capex/interest improving to around 8.7x and 0.9x,
respectively, as of March 2024, from 11.3x and 0.3x, respectively,
at the end of 2022. Also considered are GPS' geographic
concentration in Georgia, Louisiana and Michigan resulting in its
operating performance being driven in large part by economic and
environmental conditions in these three states. GPS benefits from
its position as one of the Burger King system's largest independent
franchisees in terms of units, as well as ownership of Popeyes and
Pizza Hut restaurants which performed well during the pandemic, and
well balanced day-part.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could result in an upgrade include a sustained
improvement in operating performance, liquidity and credit metrics.
Specifically, an upgrade would require at least adequate liquidity
with sustained positive free cash flow, expanded revolver
availability and financial covenant cushion, with debt/EBITDA
sustained below 6.5x and EBIT/interest expense sustained over
1.0x.
Factors that could result in a downgrade include a deterioration in
performance, credit metrics or liquidity for any reason, or any
increase in the probability of default.
Headquartered in Atlanta, Georgia, GPS Hospitality Holding Company
LLC owns and operates around 370 Burger King, 59 Pizza Hut and 18
Popeyes restaurants across 13 states. GPS is privately held and is
majority owned by Tom Garrett, the company's founder and CEO.
Annual revenue exceeds $670 million.
The principal methodology used in these ratings was Restaurants
published in August 2021.
GRAND FUSION: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Grand Fusion Housewares, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 15% variance.
The Debtor requires the use of cash collateral to pay post-petition
operating expenses and obtain goods and services needed to carry on
its businesses in a manner that will avoid irreparable harm to its
estate.
Midwest Regional, Celtic Bank, and the U.S. Small Business
Administration.
The Senior Prepetition Secured Parties assert they are secured in
substantially all the Debtor's accounts, equipment, inventory, and
certain other assets as more particularly delineated in the Motion
and the proceeds thereof. The Junior Lienholders may have a
security interest and lien on certain of the Debtor's Prepetition
Collateral that is subordinate and junior to the liens and security
interests of the Senior Prepetition Secured Parties.
As adequate protection for the Senior Prepetition Secured Parties'
interest in the Debtor's cash collateral, each of the Senior
Prepetition Secured Parties—Midwest, Celtic, and the SBA—will
be paid the regular monthly principal and interest due on their
respective loans. As of the entry of the Order, the regular monthly
principal and interest payments are as follows: Midwest Regional -
$4,352; Celtic - $1,957; and SBA - $1,649.
The Prepetition Secured Parties are granted valid, binding,
enforceable, and automatically perfected post-petition lien
pursuant to 11 U.S.C. section 361(2) in the Debtor's accounts,
accounts receivable, inventory, and other assets.
The use of cash collateral and the Adequate Protection Liens will
be subordinate and subject to (a) any and all post-petition fees
and expenses of the Clerk of the Court and statutory fees and
compensation payable to the Subchapter V Trustee; and (b) all
post-petition fees and expenses of the Debtor's counsel and all
other estate professionals employed by order of the Court.
These events constitute an "Event of Default":
a. Conversion of the Chapter 11 case to a case under Chapter 7 of
the Bankruptcy Code;
b. The lifting of the automatic stay for any other party other than
the Prepetition Secured Parties authorizing such party to proceed
directly against the cash collateral, or entry of a final order by
the bankruptcy court authorizing any party (including any Senior
Prepetition Secured Party) to foreclose or otherwise enforce any
lien or other right such other party may have in and to the
Property and/or any part of the Collateral; or
c. Default by the Debtor under any term of the Order.
The Debtor's right to use cash collateral will expire on the
earlier of: (a) the Termination Date, unless extended by the terms
of the Order; (b) an uncured Event of Default; or (c) the Court
entering a subsequent order terminating the Debtor's right to use
cash collateral.
A final hearing on the matter is set for June 13 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=S2O6L4
from PacerMonitor.com.
About Grand Fusion Housewares, LLC
Grand Fusion Housewares, LLC is engaged in the retail sales of home
accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-41694) on May 16,
2024. In the petition signed by Brendan Bauer, authorized
representative, the Debtor disclosed $469,526 in assets and
$3,134,245 in liabilities.
Judge Mark X. Mullin oversees the case.
Bryan C. Assink, Esq., at BONDS ELLIS EPPICH SCHAFER JONES LLP,
represents the Debtor as legal counsel.
GRAPHIC PACKAGING: Moody's Affirms 'Ba1' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings affirmed Graphic Packaging International, LLC's Ba1
corporate family rating, its Ba1-PD probability of default rating,
its Baa3 rating on its senior secured credit facilities, guaranteed
senior secured credit facilities, and guaranteed senior secured
notes, as well as the Ba2 rating on its guaranteed senior unsecured
notes and industrial revenue bonds issued by Michigan Strategic
Fund. The speculative grade liquidity ("SGL") rating of SGL-2 is
unchanged. The rating outlook is stable.
RATINGS RATIONALE
Graphic Packaging's Ba1 corporate family rating is supported by the
company's scale, geographic diversification, its leading market
position as an integrated paperboard producer in a consolidated
industry. Moody's also expects a portion of the net proceeds from
its recent sale of the Augusta, GA paperboard plant (completed in
May 2024) to be utilized for debt repayment, consistent with
management's goal of reducing leverage over time and moving towards
the long term net leverage target of 2.5-3.0x.
The company primarily serves the stable Food and Beverage end
market, which accounts for approximately 61% of sales, with
additional exposure in Foodservice (22%), Household (13%), and
Health & Beauty (4%). Graphic Packaging is the largest North
American producer of coated unbleached kraft (CUK) paperboard and
coated recycled paperboard (CRB) and the third largest producer of
solid bleached sulfate (SBS) board. Given its scale, the company
benefits from the ability to move products between different
substrates and to actively manage supply to match demand and
support pricing. Additionally, the company's plan to build a new $1
billion coated recycled board (CRB) mill in Waco, TX adds net new
capacity (net of anticipated closures of certain smaller CRB
paperboard facilities) in the CRB production capacity. The new CRB
facility would allow Graphic Packaging to better streamline the CRB
production network, lower production cost, and better align
production capacity with demand. Management expects to add an
incremental $160 million in EBITDA and approximately 200k tons of
net new capacity associated with the new CRB facility on a full
run-rate basis.
The Ba1 corporate family rating reflects expectations that the
company will keep credit metrics within a Moody's adjusted net
leverage range of 3.0-3.5x over most of the cycle, except when it
undertakes a sizable acquisition. Graphic Packaging's rating is
constrained by exposure to volatile recycled fiber costs (less than
a third of its current production capacity) and expectations of
continued acquisitions to supplement organic growth.
The SGL-2 rating reflects Graphic Packaging's good liquidity. As of
March 31, 2024, the company had $136 million of cash and $1 billion
of availability under its $1.85 billion revolving credit facility
which matures in April of 2026. Graphic Packaging's credit facility
is subject to a maximum consolidated total leverage covenant of
4.25x and a minimum consolidated interest coverage ratio covenant
of 3.0x. As of 3/31/24, the company was in compliance with such
covenants, with total leverage at 2.83x and interest coverage ratio
at 7.68x. Moody's expect the company to generate limited free cash
flow in 2024 and 2025 due to temporarily elevated capex related to
new facility investment and production network optimization.
Management expects capex as a percentage of revenue to be at
approximately 5% on a go-forward normalized basis.
OUTLOOK
The stable ratings outlook reflects expectations that Graphic
Packaging will continue to generate solid credit metrics despite an
uncertain economic environment in 2024. The company expects to
generate between $1.7 and $1.8 billion in Adj. EBITDA, with
improving demand outlook as the year progresses into the second
half.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
For the ratings to be upgraded to the investment grade level, the
company's management would need to publicly commit to maintaining
investment-grade financial policies and achieve an unsecured
capital structure. The company would also need to maintain
debt/EBITDA below 3.0x, maintain EBITDA margin above 16% and
retained cash flow to debt (RCF/Debt) above 20% (Debt/EBITDA of
3.3x, EBITDA margin of 20% and RCF/Debt of 22% as of March 2024 on
a Moody's adjusted basis).
The ratings could be downgraded if operating performance and credit
metrics deteriorate such as debt/EBITDA rises to 4.0x and retained
cash flow to debt falls below 15% on sustained basis. The ratings
could also be downgraded if the company undertakes additional
debt-financed acquisition or shareholder-friendly actions that
stress its credit metrics and cash flow generation.
Headquartered in Atlanta, GA, Graphic Packaging is one of North
America's leading manufacturers of CUK, CRB and SBS paperboard
packaging for food, food service, beverages and consumer goods.
Graphic Packaging generated sales of approximately $9.2 billion for
the twelve months ended March 31, 2024.
The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.
GREEN VALLEY: Seeks Court Nod to Sell Liquor License to SFALII
--------------------------------------------------------------
Green Valley at ML Country Club asked the U.S. Bankruptcy Court for
the District of New Jersey for approval to sell its liquor license
in a private deal.
SFALII, Inc., the buyer, offered $75,000 for the liquor license.
Green Valley will use the proceeds from the sale to, among other
things, pay administrative super priority loans from SFLA II, Inc.,
U.S. Trustee fees and the NJ lien totaling $51,281.71.
The court is set to hold a hearing on June 4 on the proposed sale.
About Green Valley at ML Country Club
Green Valley LLC at ML Country Club, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No.
21-11747) on March 3, 2021. In the petition signed by Louis Sacco,
managing member, the Debtor disclosed total assets of up to $50,000
and total liabilities of up to $1 million.
Judge Jerrold N. Poslusny, Jr. oversees the case.
McDowell Law P.C. and Scott N. Silver, PC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
Wilmington Savings Fund Society, FSB, as lender, is represented by
Ballard Sphar, LLP.
GREENWICH INVESTMENT: Hits Chapter 11 Bankruptcy as Muni Deals Sour
-------------------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that Greenwich Investment
Management, a money manager facing mounting legal costs over
defaulted high-yield municipal bonds in its portfolio, filed for
bankruptc.
The Norwalk, Connecticut-based firm -- which had managed about $590
million as of the end of last year -- listed assets of up to
$50,000 and liabilities of as much as $500,000 in a May 21, 2024
bankruptcy filing. It will continue operating while it reorganizes,
said Chairman L. George Rieger.
"I'm spending full time on trying to manage our client portfolios,"
Rieger, 85, said in a telephone interview. "We remain in
business."
About Greenwich Investment Management
Greenwich Investment Management Inc. provides investment management
services. The Company manages portfolios of bonds and common
stocks, as well as offers financial planning and consulting
services. Greenwich Investment Management serves institutions,
taxable individuals, retired persons, financial executives,
corporate directors, and entrepreneurs in the United States.
Greenwich Investment Management Inc. sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D> Fla. Case No. 24-00721)
on May 21, 2024. In the petition signed by L. George Rieger, as
president, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $100,000 and $500,000.
The Debtor is represented by:
Craig I Kelley, Esq.
Kelley Kaplan & Eller, PLLC
763 Glendevon Dr.
Naples, FL 34105
GULTON INCORPORATED: Brian Hofmeister Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Brian Hofmeister,
Esq., as Subchapter V trustee for Gulton Incorporated.
Mr. Hofmeister will be paid an hourly fee of $400 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Hofmeister declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brian W. Hofmeister, Esq.
3131 Princeton Pike
Building 5, Suite 110
Lawrenceville, NJ 08648
Phone: (609) 890-1500
Email: bwh@hofmeisterfirm.com
About Gulton Incorporated
Gulton Incorporated filed Chapter 11 petition (Bankr. D.N.J. Case
No. 24-14611) on May 6, 2024, with $889,251 in assets and
$1,726,116 in liabilities. Joseph J. DiGiovann, president and chief
operating officer, signed the petition.
Richard D. Trenk, Esq., at Trenk Isabel Siddiqi & Shahdanian, PC
represents the Debtor as legal counsel.
HARBOR FREIGHT: Moody's Alters Outlook on 'B1' CFR to Positive
--------------------------------------------------------------
Moody's Ratings affirmed Harbor Freight Tools USA, Inc.'s (HFT)
corporate family rating at B1, its probability of default rating at
B1-PD and its senior secured bank credit facility due 2027 at B2.
Moody's is also assigning a B2 rating to HFT's proposed senior
secured bank credit facility due May 2031. The outlook is changed
to positive from stable.
The use of the proceeds for the proposed senior secured credit
facility due 2031 is to repay its existing facility due October
2027. The company is also increasing the size of its asset based
revolving credit facility (ABL) due October 2025 to $1.6 billion
from $1.275 billion and extending its maturity to June 2029.
Moody's will withdraw ratings on its existing senior secured credit
facility upon close of the refinancing.
The affirmations reflect the Company's solid credit profile and its
success in navigating the volatility experienced in its freight and
supply chain costs as it continues to grow its business. Pro forma
for proposed refinancing HFTs leverage will remain unchanged at
4.5x as of January 21, 2024. The change in outlook to positive
reflects Moody's expectations for solid earnings growth which will
drive an improvement in credit metrics. The company has benefitted
from the reversal of freight costs which has led to improved
profitability while new locations have been opened successfully.
Moody's projects Debt/EBITDA and EBIT/Interest to improve to 4.1x
and 2.7x, respectively in fiscal 2025 assuming its product cost
structure remains unchanged and the rollout of new stores continues
to be successful. The company's liquidity is good, as free cash
flow improves and its external liquidity increases from its
proposed larger ABL.
RATINGS RATIONALE
HFT's B1 CFR benefits from its unique niche in providing value
priced tools and equipment which has historically resulted in
continued revenue growth and an ability to attract new customers.
HFT's business strategy of direct sourcing proprietary brands has
driven its ability to price product at relatively lower price
points to its competitors. The company continues to reduce its
reliance on China and has increased its range of products to
include items that can meet not only the needs of the DIY customer
but also the professional contractor. The company is well
positioned in a consumer environment where customers are focused on
value. Nonetheless, the company remains exposed external risks such
as any sustained spike in freight costs, higher tariffs on imported
Chinese products or supply disruptions from Asia. The rating also
reflects governance considerations including its commitment to net
funded leverage (as defined by the company) remaining between
2.5-3.5x and the prioritization of debt reduction over future
dividends. HFT has good liquidity as it proposes to increase its
ABL to $1.6 billion from $1.275 billion and extend the maturity to
June 2029 from October 2025. Approximately $380 million of revolver
borrowings were outstanding as of January 31, 2024 with $440
million outstanding proforma for the transaction. HFT is also
relatively more modest in scale when compared to the larger home
improvement and auto parts retailers and has a more narrow product
offering.
The positive outlook reflects Moody's view that HFT will have solid
earnings growth which will drive an improvement in credit metrics
and assumes freight contract rates secured remain similar to
current levels. The outlook also reflects that the company can
continue to post positive comparable store sales as it adds
approximately 100 stores per year. Free cash generation is expected
to be earmarked for revolver repayment and dividends will be
related solely to distributions for taxes.
Notable terms to the proposed term loan include incremental debt
capacity not to exceed $500 million (the incremental term loan
amount), plus an amount equal to all voluntary prepayments,
redemptions, repurchases or other retirement of any loans under the
facility or any other indebtedness secured on a pari passu basis
with the Term Facility (the unrestricted incremental amount), plus
an amount such that, after giving effect to such incremental debt
incurrence, (1) in the case of incremental term loans secured by
the collateral on a pari passu basis, the pari passu secured
leverage ratio does not exceed 3.30:1, (2) in the case the
incremental term loans secured on a junior basis, the secured
leverage ratio does not exceed 3.50 to 1.00 and (3) in the case of
incremental term loans incurred on an unsecured basis, the net
leverage ratio does not to exceed 4.00:1.00. No portion of the
incremental may be incurred with an earlier maturity than the
initial term loans. Any existing or subsequently acquired or
organized subsidiary can be designated as an "unrestricted
subsidiary" provided that after giving effect to such designation
the pro forma net leverage ratio of the borrower and its restricted
subsidiaries as of the last day of the most recently ended fiscal
quarter for which financial statements have been delivered does not
exceed 3.30:1.00. There are no other express "blocker" provisions
which prohibit the transfer of specified assets to unrestricted
subsidiaries. Non-wholly-owned subsidiaries are not required to
provide guarantees. Dividends or transfers resulting in partial
ownership of subsidiary guarantors could jeopardize guarantees,
with no explicit protective provisions limiting such guarantee
releases. There are also no express protective provisions
prohibiting an up-tiering transaction. The proposed terms may be
materially different to the the final terms of the credit
agreement.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could result in an upgrade would require consistent
organic sales growth with operating margins maintained at current
levels. An upgrade would also require a conservative financial
policy that prioritizes maintaining good liquidity and using free
cash flow for debt reduction, debt to EBITDA sustained below 4.5
times and EBIT/interest coverage sustained above 2.5 times.
Factors that could result in a downgrade include a sustained
deterioration in operating performance, an increase in debt or
deterioration in liquidity. Quantitatively, ratings could be
downgraded if debt to EBITDA was sustained above 5.0 times or
EBIT/interest coverage below 1.75 times.
Headquartered in Calabasas, California, Harbor Freight Tools USA,
Inc. sells value priced tools and equipment through over 1,513
stores in 48 states as of April 30, 2024 as well as through the
internet and its call centers. Harbor Freight Tools USA, Inc. is
privately owned by Mr. Eric Smidt. Revenue is in excess of $8.1
billion as of April 30, 2024.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
HAUS PLUMBING: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Haus Plumbing and Mechanical Corporation to use cash collateral, on
an interim basis, in accordance with the budget and its agreement
with the U.S. Small Business Administration.
The Debtor is directed to remit adequate protection payments to the
SBA in the amount of $687 per month, which will be applied pursuant
to the terms of the SBA Loan documents and continuing until the
entry of an order confirming the Debtor's plan of reorganization.
The SBA will further have a continuing replacement lien,
retroactive to the Petition Date, in all of the Debtor's cash and
cash equivalents.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and to designate SBA as a loss payee or additional
insured in accordance with the SBA loan and related loan documents
and agrees to provide proof of insurance within seven days upon
written request of SBA.
A copy of the order is available at https://urlcurt.com/u?l=t6IA8g
from PacerMonitor.com.
About Haus Plumbing & Mechanical
Haus Plumbing & Mechanical Corporation sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No.
24-50374) on April 18, 2024, with $0 to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Hilary L. Barnes presides over the case.
Kevin A. Darby Darby Law Practice, Ltd., represents the Debtor as
legal counsel.
HDC/HW INTERMEDIATE: MSC Income Marks $914,000 Loan at 56% Off
--------------------------------------------------------------
MSC Income Fund Inc has marked its $914,000 loan extended to HDC/HW
Intermediate Holdings to market at $401,0000 or 44% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in MSC Income's Form 10-Q for the quarterly period ended
March 31, 2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to HDC/HW
Intermediate Holdings. The loan accrues interest at a rate of 2.50%
(2.50%) per annum. The loan matures on June 21, 2026.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
Tel: (713) 350-6000
HDC/HW Intermediate Holdings, LLC is a company that appears to be
involved in private credit and lower middle market investments.
HELLO NOSTRAND: Hearing to Approve Bid Rules Set for June 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to hold a hearing on June 7 to approve the bid rules governing
the sale of Hello Nostrand, LLC's real property.
The property consists of a 93-unit residential apartment building
and an adjoining vacant lot located at 1580 Nostrand Avenue,
Brooklyn, N.Y.
Hello Nostrand intends to sell the property by public auction.
Under the proposed bid rules, bids must be submitted three business
days prior to the auction, which is yet to be determined by the
company. Bidders are required to provide a deposit in the amount
equal to 5% of the bid.
The highest and best offer received before the bid deadline will be
the initial bid at the commencement of the auction. Bidding will be
in increments of $100,000. The company may adjust the amount of the
successive bid increments at the auction.
Hello Nostrand does not yet have a stalking horse offer but intends
to seek one out as part of the auction process.
1580 Nostrand Ave 2, LLC, a senior lender, has the right to credit
bid the full amount of its claim, subject to the overbid
requirements without the obligation to provide a deposit.
Even if the senior lender credit bids, Hello Nostrand's Chapter 11
plan of reorganization provides for a creditor fund of $100,000 to
separately pay holders of unsecured claims and undersecured
mechanic's liens.
The sale must be consummated within 30 days after entry of a court
order confirming the reorganization plan.
About Hello Nostrand
Hello Nostrand, LLC is the owner of a residential apartment
building located at 1580 Nostrand Avenue, Brooklyn, N.Y.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y Case No. 24-22192) on March 8,
2024, with $50 million to $100 million in both assets and
liabilities. Lee Buchwald, restructuring officer, signed the
petition.
Judge Sean H. Lane presides over the case.
Kevin Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP, is the
Debtor's legal counsel.
HELLO NOSTRAND: Taps Goldberg Weprin Finkel Goldstein as Counsel
----------------------------------------------------------------
Hello Nostrand LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Goldberg Weprin
Finkel Goldstein LLP as its counsel.
The Debtor requires legal counsel to:
(a) provide the Debtor with necessary representation in
connection with this Chapter 11 case and its responsibilities;
(b) represent the Debtor in all proceedings before the
Bankruptcy Court and/or United States Trustee;
(c) review and prepare all necessary legal papers; and
(d) provide all other legal services required under the
Restructuring Agreement.
The hourly rates of the firm's counsel and staff are as follows:
Partners $685
Associates $275 - $500
Kevin Nash, Esq., a member at Goldberg Weprin Finkel Goldstein,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
125 Park Ave.
New York, NY 10017
Telephone: (212) 221-5700
Facsimile: (212) 730-4518
Email: knash@gwfglaw.com
About Hello Nostrand
Hello Nostrand LLC is the owner of a residential apartment building
located at 1580 Nostrand Avenue, Brooklyn, NY.
Hello Nostrand sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y Case No. 24-22192) on March 8,
2024, with $50 million to $100 million in assets and liabilities.
Lee Buchwald, restructuring officer, signed the petition.
Judge Sean H. Lane presides over the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP is the
Debtor's counsel.
HERTZ CORP: Moody's Alters Outlook on 'B2' CFR to Negative
----------------------------------------------------------
Moody's Ratings affirmed the ratings of The Hertz Corporation,
including the B2 corporate family rating, the B2-PD probability of
default rating, the Ba3 ratings on the senior secured revolving
credit facility, the senior secured term loan B and the senior
secured term loan C, and the Caa1 rating on the senior unsecured
notes. The outlook was changed to negative from stable. The
speculative grade liquidity rating remains SGL-3.
The affirmation of the ratings reflects Moody's expectation that
Hertz will be able to contend with the challenges that currently
weigh on the company's earnings, such that the pre-tax income
margin will gradually return to more than 2.5%. Moody's believes
that vehicle depreciation will moderate as Hertz rotates its fleet
of vehicles in the next 18 months. Further, Moody's expects Hertz
will improve the performance of its fleet of electric vehicles
through better utilization, higher rental rates and lower collision
and damage expense as the company disposes of 30,000 electric
vehicles to better align the size of the fleet with demand. Moody's
also believes that Hertz will realize substantial benefits from the
comprehensive cost reduction initiatives that the company is
undertaking.
However, the negative outlook reflects the very weak earnings
ensuing from these challenges and Moody's expectation that the
improvement in earnings will be very protracted, leaving little
cushion for missteps in the execution of the earnings enhancing
measures, nor for Hertz to deal with any additional challenges.
RATINGS RATIONALE
The B2 corporate family rating reflects Hertz' position as one of
three leading players in the North American car rental sector.
Despite its oligopolistic nature, the sector is highly competitive
and has been prone to price pressure in the event of imbalances
between industry fleet levels and customer demand, most recently in
the last two quarters. Hertz is also heavily reliant on capital
markets to fund annual fleet purchases.
The car rental sector continues to normalize from the very
favorable conditions in 2022 resulting in lower revenue per day,
higher depreciation on more costly vehicles, abating capital gains
on the sale of used vehicles and much higher interest expense.
Additional challenges that Hertz has to contend with are a fleet of
electric vehicles in excess of rental demand, lower residual values
on electric vehicles as well as elevated costs, including high
collision and damage expense.
Notwithstanding management's heightened focus on addressing these
issues, Moody's expects Hertz' pre-tax income margin to be negative
in 2024 before turning positive in 2025. Debt/EBITDA, calculated
including vehicle debt, will exceed 5 times in 2024 before
moderating to less than 5 times in 2025, Moody's estimates.
Moody's expects liquidity to remain adequate (SGL-3). However, the
aggregate balance of unrestricted cash and availability under the
revolving credit facility of $1.3 billion as of March 31, 2024 is
much lower than 12 months prior. Furthermore, based on seasonal
funding needs in prior years, Moody's believes Hertz may need to
draw an additional amount from the revolving credit facility in the
second quarter as it expands the fleet for the summer. Hertz had
$2.7 billion of remaining borrowing capacity to fund new vehicles
as of March 31.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with evidence that Hertz is executing
its strategy successfully, including a disciplined approach to
fleet size, maintaining fleet utilization above 75 percent and a
sustained improvement in financial performance. Metrics that would
reflect this improvement include pre-tax income as a percent of
sales of at least 5%; EBITA/average assets of more than 5%; and
debt/EBITDA of less than 4.5 times. Good liquidity that comfortably
covers seasonal fleet expansion is also important for an upgrade.
The ratings could be downgraded if Hertz is unable to demonstrate
clear progress in improving its earnings through a reduction in its
fleet of electric vehicles, cost and revenue enhancing initiatives
and lower depreciation expense from fleet rotation. The ratings
could also be downgraded if the year-on-year decline in rental
rates does not abate, or if there is a steep drop in used vehicle
prices that requires Hertz to increase collateral under its vehicle
financing programs. Metrics that would contribute to a rating
downgrade include a pre-tax income as a percent of sales that does
not gradually return to 2.5% or more, or debt/EBITDA sustained
above 5.5 times. The ratings could also be downgraded if evidence
emerges that Hertz' pursues policies that favor the interest of its
controlling shareholders.
The principal methodology used in these ratings was Equipment and
Transportation Rental published in February 2022.
The Hertz Corporation is one of the world's leading car rental
companies, operating under the Hertz, Dollar and Thrifty brands.
Revenue was $9.4 billion in the last twelve months ended March 31,
2024.
HIGHLINE AFTERMARKET: S&P Alters Outlook to Stable, Affirms 'B' ICR
-------------------------------------------------------------------
S&P Global Ratings revised our outlook to stable from negative and
affirmed all its ratings on U.S.-based Highline Aftermarket
Acquisition Parent LLC, including its 'B' issuer credit rating and
its 'B' rating on the company's senior secured first-lien credit
facilities.
The recovery rating remains '3', reflecting S&P's expectation for
meaningful recovery in the event of a payment default.
S&P said, "We revised our rounded recovery estimate on the
first-lien credit facilities to 50% from 55%, reflecting the
addition of factoring and receivables securitization facilities in
the company's capital structure. We believe they will have higher
priority claim status in a simulated default scenario.
"The stable outlook reflects our expectation that the company will
reduce leverage below 7x and continue to generate positive free
operating cash flow (FOCF) in 2024 and improve it to over $20
million in 2025 and beyond.
The rating affirmation reflects Highline's improved operating
performance and credit metrics. Highline reported revenue growth of
6.6% in 2023 supported by higher volumes in both its manufactured
and redistributed segments, primarily driven by the normalization
of its high-margin filtration business following substantial
vendor-related constraints in 2022. S&P Global Ratings-adjusted
EBITDA increased about 60% for fiscal 2023, supported by higher
revenue, improved input costs, and better manufacturing
efficiencies. This reduced S&P Global Ratings-adjusted leverage to
7x in 2023 from 10.9x in 2022.
S&P said, "Margin pressure related to inflation and oil price
volatility should be less pronounced, and we expect Highline to
increase EBITDA via continued top-line growth and effective cost
management. We expect the company will maintain its growth
momentum, albeit slower following substantial volume recovery in
2023. Our base case assumes Highline will expand revenue through
business wins with both new and existing customers, partially
offset by lower pricing as commodity inputs stabilize (given a
large portion of business passes through commodity costs, with a
lag). Our view is supported by macroeconomic factors including a
rise in the average age of vehicles in the U.S. and vehicle miles
traveled. Company-specific factors include Highline's long-tenured
established customer base and ability to deliver value-added
services to support customer retention (such as its capability to
deliver a mixed pallet order anywhere in the country within two
days).
"We assume input costs will remain relatively stable compared to
unprecedented consecutive base oil price increases and supply chain
issues in 2021 and 2022 that led to substantial temporary profit
erosion. This along with cost savings, including optimization of
its distribution facilities and procurement-related initiatives,
should drive margin expansion in 2024 and into 2025.
"We expect Highline will generate modestly positive FOCF in 2024 on
improved profits, however, persistently high interest expenses will
weigh on cash generation. This follows FOCF of about $85 million in
2023, which included working capital benefits of $77 million. Our
forecast is underpinned by our assumption that Highline will
continue to increase profits. However, persistently high cash
interest costs (including on its factoring facilities) coupled with
higher growth capital expenditure (capex) related to the build-out
of its U.S. west coast distribution facility will weigh on cash
flow in 2024. Its initiatives to improve working capital management
over the past year include extending vendor payment terms,
investing in pricing tools, and better receivables management. As
such, additional working capital benefits could bolster FOCF above
our base-case forecast for 2024.
"Our ratings on Highline continue to reflect its participation in
the automotive aftermarket, which we believe will remain relatively
resilient in a recession. The company continues to report rising
volumes, supported by the nondiscretionary nature of its core
products despite slowing consumer spending. Highline's performance
is further boosted by its concentration in private-label products
(about 40% of revenue), which we anticipate will perform relatively
well amid a weaker macroeconomic backdrop.
"We assume the short- to medium-term fundamentals in the motor oil
business will remain healthy despite a potential shift toward
electric vehicles. Our assumption is supported by the rising
average age of the U.S. car fleet, the expanding volume of vehicle
miles traveled, and continued steady demand for internal combustion
engine vehicles. Electric vehicle market share gains will be slow
but steady. Further, Highline's business is fairly diverse,
deriving about 60% of sales from its consumables business
(including washer fluids, filtration products, and other
accessories), which are agnostic to engine type.
"The stable outlook reflects our expectation that Highline will
maintain leverage below 7x and continue to generate positive FOCF
in 2024 and over $20 million in 2025 and beyond."
S&P could lower its ratings if Highline's operating performance
falls short of its expectations, including adjusted leverage
increasing above 7x or an inability to sustain FOCF above $20
million. This could occur due to:
-- Increased base oil prices that the company cannot offset with
price actions on time;
-- Resurgence of supply chain challenges;
-- A spike in gas prices and/or unemployment rates that translates
into reduced miles driven and lower demand for the company's
products; or
-- Escalating competition.
S&P could also lower the rating if the company adopts more
aggressive financial policies that include large acquisitions or
debt-financed distributions.
IDAHO HOUSING: Moody's Gives Ba3 Underlying Rating to 2024C/D Bonds
-------------------------------------------------------------------
Moody's Ratings has assigned Ba3 underlying and Aa2 enhanced
ratings to the Idaho Housing and Finance Association's $14.3
million Nonprofit Facilities Revenue Bonds (Treasure Valley
Classical Academy Project), Series 2024C (Credit Enhancement) and
$280,000 Nonprofit Facilities Revenue Bonds (Treasure Valley
Classical Academy Project), Series 2024D (Credit Enhancement)
(Federally Taxable). Moody's maintains a Ba3 rating on the school's
previously rated parity Series 2024A/B bonds. The outlook on the
underlying rating remains stable. Following the issuance, the
school will have roughly $23 million of debt outstanding.
RATINGS RATIONALE
The Ba3 rating reflects Treasure Valley Classical Academy's
("TVCA") small scope of operations with uncertain short run growth
prospects due to delays in constructing a planned upper grades
facility following a zoning denial by the City of Fruitland, where
TVCA is currently located. The rating also considers the charter
school's improving financial position with roughly 100 days cash on
hand, which compares favorably to many similarly rated peers. The
rating is also supported by TVCA's strong academic performance
relative to peers and its unique academic offerings, which has
resulted in a substantial waitlist relative to enrollment. Finally,
the Ba3 rating considers TVCA's elevated leverage, which will
remain quite high as debt slowly amortizes.
The Aa2 enhanced rating reflects the credit quality of the State of
Idaho (Aaa stable) and its moral obligation pledge under the
provisions of the Idaho Public Charter School Facilities Program.
The program's strengths include statutory requirements that the
Idaho Housing and Finance Association and the Governor request the
legislature to make an appropriation to replenish the bonds' debt
service reserve fund in the event of a draw on that fund. The
rating also reflects the essentiality of charter schools in the
state's K-12 education system and the state's established track
record of making appropriation-backed debt payments under certain
financing agreements for state projects. The two-notch distinction
between the programmatic rating and the state's issuer rating
reflects the weaknesses inherent in the contingent,
subject-to-appropriation nature of the state's support.
RATING OUTLOOK
The stable outlook on the underlying ratings reflects Moody's
expectation that despite the positive trends in the school's
financial performance, the use of temporary facilities to serve
upper grades may create fluctuations in demand and the current
additional issuance will keep leverage metrics significant elevated
for the foreseeable future.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Completion or acquisition of permanent upper grade level
facility and achievement of full enrollment
-- Maintenance of steady liquidity and debt service coverage
levels commensurate with a higher rating category
-- Significant and sustained improvement in the ratio of liquidity
to debt
-- Not applicable for enhanced rating
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Cost overruns for the upper grade facility that results in a
draw on liquidity or higher than expected debt burden
-- Deterioration of competitive profile metrics such as waitlist,
potentially due to a decline in academic performance or new
competitors in the market
-- Downgrade of the State of Idaho's Aaa issuer rating (enhanced
rating)
LEGAL SECURITY
The bonds are payable from payments received pursuant to a loan
agreement between Treasure Valley Classical Academy and the Idaho
Housing and Finance Association. The association serves as the
issuer of the debt. Under the loan agreement, the academy has
pledged to make payments from a pledge of gross revenues. The
revenues are primarily comprised of state funding, though the
agreement does also include any other revenues derived from
operation of the school. A deed of trust on the school's real
estate backs the loan in the event of nonpayment.
The school has been approved and intends to use the Idaho Public
Charter School Facilities Program. A key requirement of the program
is a direct-pay arrangement for debt service, whereby all state per
pupil payments to the school are sent directly to the bond trustee
to set aside funds in accordance with the bond indenture. The bonds
will also benefit from a debt service reserve funded at the lesser
of the standard three-prong test and at least twelve months of debt
service.
USE OF PROCEEDS
Bond proceeds will be used to construct a new facility that will
serve the charter school's upper grade levels.
PROFILE
Treasure Valley Classical Academy is a single site charter school
located in Fruitland, Idaho, which is on the northwestern edge of
the Boise metropolitan area. The school served 576 students as of
2023-24 in grades K-10.
METHODOLOGY
The principal methodology used in the underlying ratings was US
Charter Schools published in April 2024.
IMMANUEL SOBRIETY: Seeks to Hire Sheila Esmaili as Legal Counsel
----------------------------------------------------------------
Immanuel Sobriety, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of Sheila Esmaili as its counsel.
The firm's services include:
(a) advise the Debtor regarding matters of bankruptcy law and
the requirements of the Bankruptcy Code and Bankruptcy Rules
relating to the administration of its Chapter 11 case and the
operation of its estate;
(b) represent the Debtor in court proceedings and hearings
involving matters of bankruptcy law;
(c) assist in compliance with the requirements of the Office
of the U.S. Trustee;
(d) advise the Debtor with respect to its powers and duties in
the continued operation of its business and management of property
of the estate;
(e) assist the Debtor in the administration of the estate's
assets and liabilities;
(f) prepare legal documents;
(g) assist the Debtor in the collection of all accounts
receivable and other claims it may have, and resolve claims against
its estate;
(h) advise the Debtor concerning the claims of creditors and
the prosecution or defense of all actions; and
(i) prepare, negotiate, prosecute, and attain confirmation of
a plan of reorganization.
The firm requests a post-petition retainer of $20,000.
The hourly rates of the firm's counsel and staff are as follows:
Sheila Esmaili $450
Law Clerk and Paralegal $250
In addition, the firm will seek reimbursement for expenses
incurred.
Sheila Esmaili, Esq., disclosed in a court filing that her firm is
a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Sheila Esmaili, Esq.
Law Offices of Sheila Esmaili
10940 Wilshire Blvd., Suite 1600
Los Angeles, CA 90024
Telephone: (310) 734-8209
Facsimile: (877) 738-6220
Email: SELaw@bankruptcyhelpla.com
About Immanuel Sobriety
Immanuel Sobriety Inc. provides drug and alcohol rehabilitation
programs and treatment services.
Immanuel Sobriety sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10806) on March 2,
2023. In the petition signed by its chief executive officer,
Elizabeth Reid, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Wayne Johnson oversees the case.
The Law Offices of Sheila Esmaili represents the Debtor as legal
counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
INFOW LLC: Jones Attorney Escapes 6-Month Suspension
----------------------------------------------------
Aaron Keller of Law360 reports that Alex Jones attorney escapes
suspension, for now.
The Connecticut Appellate Court on Thursday, May 23, 2024, threw
out the six-month suspension of Norm Pattis, the lead attorney in
Infowars host Alex Jones' Sandy Hook Elementary School defamation
trial, ordering new proceedings against the attorney for
supervising the transmission of the victims' confidential records
to other Jones lawyers.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
INVITAE CORP: Court OKs Sale of Assets to Labcorp Genetics
----------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Invitae
Corporation and its affiliates to sell some of their assets to
Labcorp Genetics Inc.
Judge Michael Kaplan of the U.S. Bankruptcy Court for the District
of New Jersey approved the companies' asset purchase agreement with
Labcorp, which, the bankruptcy judge, said constitutes the "highest
and best" offer for the assets.
"The Labcorp APA will provide a greater recovery for the debtors'
creditors and estates than would be provided by any other available
alternative," Mr. Kaplan said.
Under the deal, Labcorp offered $239 million in cash for the
assets. The buyer also agreed to reimburse the companies up to $4
million and assume certain liabilities.
The agreement requires the companies to sell the assets "free and
clear" of claims, encumbrances, and interests.
The assets include the companies' intellectual property, IT assets,
contracts, equipment, and other assets used to operate their
business.
About Invitae Corp
Invitae Corporation is a medical genetics company, which provides
genetic testing services, digital health solutions, and health data
services that support a lifetime of patient care and improved
outcomes.
Invitae and five of its affiliates filed Chapter 11 petitions
(Bankr. D. N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the
petition signed by its chief financial officer Ana Schrank, Invitae
disclosed $535,115,000 in assets against $1,618,519,000 in debt.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis and Cole Schotz, P.C. as
bankruptcy counsels; Moelis & Company, LLC as investment banker;
FTI Consulting, Inc., as restructuring advisor; and Deloitte Touche
Tohmatsu Limited as tax advisor. Kurtzman Carson Consultants, LLC,
is the Debtors' notice and claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee is represented by the law firms of White &
Case, LLP and Porzio, Bromberg & Newman, P.C.
INW MANUFACTURING: MSC Income Marks $6.5MM Loan at 20% Off
----------------------------------------------------------
MSC Income Fund Inc has marked its $6,563,000 loan extended to INW
Manufacturing, LLC to market at $5,250,000 or 80% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in MSC Income's Form 10-Q for the quarterly period ended
March 31, 2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to INW Manufacturing,
LLC. The loan accrues interest at a rate of 11.31% (SF+5.75) per
annum. The loan matures on March 25, 2027.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
Tel: (713) 350-6000
INW Manufacturing, LLC is in the Vitamin, Nutrient, and Hematinic
Preparations for Human Use business.
IR 96TH STREET: Seeks to Hire Meyers Law Firm as Counsel
--------------------------------------------------------
IR 96th Street Holding, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ The Meyers
Law Firm as bankruptcy counsel.
The firm will render these services:
(a) represent the Debtor at all hearings and proceedings;
(b) advise as to the creation of a debtor account;
(c) prosecute and defend litigated matters as they arise in
this Chapter 11 case;
(d) assist in the formation and negotiation of a plan of
reorganization;
(e) assist the Debtor in analyzing of creditors and in
negotiating with them;
(f) prepare all necessary legal documents; and
(g) perform other legal services as may be required in this
matter.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $400
Junior Attorneys $250
Paralegals/Law Clerks $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has agreed to receive a retainer in the amount of $6,000.
Glenn Meyers, Esq., an attorney at The Meyers Law Firm, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Glenn R. Meyers, Esq.
The Meyers Law Firm
11 Park Place, Suite 1503
New York, NY 10007
Telephone: (212) 252-1212
About IR 96th Street Holding
IR 96th Street Holding, LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10232) on Feb.
14, 2024, listing under $1 million in both assets and liabilities.
Judge Philip Bentley oversees the case.
Glenn R. Meyers, Esq., at The Meyers Law Firm serves as the
Debtor's counsel.
ITA HOLDINGS: MSC Income Marks $1MM Loan at 21% Off
---------------------------------------------------
MSC Income Fund Inc has marked its $1,096,000 loan extended to ITA
Holdings Group, LLC to market at $871,000 or 79% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in MSC Income's Form 10-Q for the quarterly period ended March 31,
2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to ITA Holdings
Group, LLC. The loan accrues interest at a rate of 17.53% (SF+10%)
per annum. The loan matures on June 21, 2027.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
Tel: (713) 350-6000
ITA Holdings Group, LLC, doing business as Apollo MedFlight,
operates as a holding company. The Company, through its
subsidiaries, provides 24-hour emergency and non-emergency air
medical transport services. Apollo MedFlight serves customers in
the United States.
ITA HOLDINGS: MSC Income Marks $1MM Loan at 21% Off
---------------------------------------------------
MSC Income Fund Inc has marked its $1,096,000 loan extended to ITA
Holdings Group, LLC to market at $871,000 or 79% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in MSC Income's Form 10-Q for the quarterly period ended March 31,
2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to ITA Holdings
Group, LLCThe loan accrues interest at a rate of 15.53% (SF+8%) per
annum. The loan matures on June 21, 2027.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
Tel: (713) 350-6000
ITA Holdings Group, LLC, doing business as Apollo MedFlight,
operates as a holding company. The Company, through its
subsidiaries, provides 24-hour emergency and non-emergency air
medical transport services. Apollo MedFlight serves customers in
the United States.
JLM COUTURE: Has Deal With Designer Hayley Paige
------------------------------------------------
Annelise Gilbert of Bloomberg Law reports that Hayley Paige settled
with JLM Couture and has regained her social media accounts.
Designer and influencer Hayley Paige Gutman agreed to pay bridal
company JLM Couture Inc. $263,000 to settle its trademark
infringement and breach of contract lawsuit and regain control of
her Instagram and Pinterest accounts after a years-long battle.
The settlement was approved in JLM's bankruptcy proceeding in the
US Bankruptcy Court for the District of Delaware. The deal
released Gutman from all rights, restrictions, and obligations to
JLM, which previously limited her access to Instagram and Pinterest
accounts with a combined 1.1 million followers.
About JLM Couture Inc.
JLM Couture Inc., operates a bridal design and manufacturing
business in New York. It operates 12 collections, nine of which are
bridal lines, one bridesmaid line and one flower girl line.
JLM Couture filed its voluntary petition for relief under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No.
23-11659) on Oct. 2, 2023, with $2,850,196 in total assets and
$2,115,305 in total liabilities. Joseph L. Murphy, president,
signed the petition.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Cross & Simon, LLC, as its legal counsel.
LAZARUS HOLDING: Michael Abelow Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Abelow,
Esq., at Sherrard Roe Voigt & Harbison, PLC, as Subchapter V
trustee for Lazarus Holding, LLC.
Mr. Abelow 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. Abelow 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 G. Abelow, Esq.
Sherrard Roe Voigt & Harbison, PLC
150 3rd Ave. South, Suite 1100
Nashville TN 37201
Phone: (615) 742-4532
Email: mabelow@srvhlaw.com
About Lazarus Holding
Lazarus Holding, LLC is the owner of the real property located at
3309 Ambrose Avenue, Nashville, Tenn., valued at $1.26 million.
Lazarus Holding filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
24-01576) on May 2, 2024, listing $1,260,500 in total assets and
$743,358 in total liabilities.
Judge Randal S. Mashburn presides over the case.
Keith D. Slocum, Esq. at Slocum Law represents the Debtor as
counsel.
LEWISBERRY PARTNERS: Court OKs Cash Collateral Access Thru June 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Lewisberry Partners, LLC to use cash collateral, on an
interim basis, in accordance with the budget, with a 10% variance,
through June 14, 2024.
U.S. Bank Trust National Association, not in its individual
capacity but solely as trustee of HOF Grantor Trust 1 (Lender) has
alleged liens and security interests in the assets of the Debtor,
including but not limited to its rents cash.
Lender asserts that it has properly perfected liens on its
collateral at the commencement of the case.
As adequate protection for use of the Lender's cash collateral from
the Petition Date forward, the Lender is granted Replacement Liens
under 11 U.S.C. Section 361(2) to the same extent and priority
existing on the Petition Date and a payment of $53,500 of which one
half will be paid by May 20, 2024 and one half by June 10, 2024.
To the extent the adequate protection provided proves insufficient
to protect Lender's interests in and to the cash collateral, Lender
will have a super-priority administrative expense claim, pursuant
to 11 U.S.C. Section 507(b), senior to any and all claims against
the Debtor under 11 U.S.C. Section 507(a), whether in this
proceeding or in any superseding proceeding, excluding U.S. Trustee
fees.
A further hearing on the matter is set for June 10 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=Af2Oyb
from PacerMonitor.com.
About Lewisberry Partners
Lewisberry Partners is primarily engaged in leasing buildings,
dwellings, or other real estate property to others.
Lewisberry Partners, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-11496) on May 2, 2024, listing $1 million to $10 million in both
assets and liabilities. The petition was signed by Richard J. Puleo
as managing member.
Judge Patricia M. Mayer presides over the case.
Albert A. Ciardi, III, Esq. at CIARDI CIARDI AND ASTIN represents
the Debtor as counsel.
LIFEBACK LAW FIRM: Court OKs Cash Collateral Access Thru Sept 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
LifeBack Law Firm, P.A. to use cash collateral in which Wesley
Scott has an interest through September 30, 2024.
Wesley Scott and 3LM Capital Partners, LLC and Three Line Capital
Partners, LLC assert an interest in the Debtor's cash collateral.
The Debtor is directed to use cash collateral pay ordinary and
necessary business expenses and administrative expenses for the
items and such use will not vary materially from the budget, except
for variations attributable to expenditures specifically authorized
by Court Order.
The Debtor is authorized to grant Mr. Scott replacement liens, to
the extent of the Debtor's use of cash collateral, in post-petition
inventory, accounts, equipment, and general intangibles, with such
lien being of the same priority, dignity, and effect as their
respective pre-petition liens. However, such replacement liens will
exclude all causes of action under Chapter 5 of Title 11 of the
United States Code.
The Debtor will carry insurance on its assets.
The Debtor will pay 3LM Capital Partners, LLC, a total of $3,000 on
or before May 30, 2024, and each month thereafter until
confirmation.
A copy of the order is available at https://urlcurt.com/u?l=RG1v76
from PacerMonitor.com.
About LifeBack Law Firm, P.A.
LifeBack Law Firm, P.A. practices within Minnesota providing legal
counsel for Chapter 7 & 13 bankruptcy.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-60191) on April 28,
2024.
In the petition signed by Wesley W. Scott, president, the Debtor
disclosed $1,181,944 in assets and $1,789,537 in liabilities.
Judge Michael E. Ridgway oversees the case.
John D. Lamey III, Esq., at LAMEY LAW FIRM, P.A., represents the
Debtor as legal counsel.
LIVE NATION: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Live Nation Entertainment
Inc. to negative from stable. S&P also revised its management and
governance score to moderately negative from neutral.
S&P said, "At the same time, we affirmed all our ratings on Live
Nation, including our 'BB-' issuer credit rating, and our
issue-level ratings on the company's senior secured debt of 'BB'
and unsecured debt of 'B+'. The recovery ratings remain '2' and
'5', respectively."
On May 23, 2024, the U.S. Department of Justice (DoJ) filed an
antitrust lawsuit against Live Nation Entertainment Inc.
The lawsuit is seeking to force Live Nation to divest from
Ticketmaster Entertainment LLC and venues owned or operated by Live
Nation Entertainment, as well as financial compensation and civil
penalties among other claims for relief.
While the impact on the company and live events industry are
uncertain, we believe Live Nation's operating performance could be
hurt by the lawsuit.
The negative outlook reflects S&P's view that the heightened
regulatory scrutiny, financial costs, and potential disruption of
Live Nation's competitive position in the live events industry from
the antitrust lawsuit could impair the company's creditworthiness
and thereby potentially result in a lower rating.
The negative outlook reflects the credit risks and uncertainty of
the active Department of Justice lawsuit against Live Nation. The
DoJ is seeking to force Live Nation to divest from Ticketmaster and
venues owned and operated by the company due to alleged
monopolistic practices by the company. S&P said, "We believe Live
Nation benefits from economies of scale and vertical integration in
the live events industry and that Ticketmaster is a core component
of its competitive advantage. Therefore, we view the lawsuit as a
significant threat to the business. Furthermore, the DoJ is seeking
financial compensation and civil penalties. Due to the uncertainty
around the timing, financial impact, and outcome of the lawsuit, or
the potential for a monetary settlement, we revised the ratings
outlook to negative. This reflects the possibility of a downgrade
in the future once we have more clarity regarding the lawsuit's
potential outcomes."
S&P said, "The negative outlook reflects our view that the
heightened regulatory scrutiny, financial costs, and potential
disruption of Live Nation's competitive position in the live events
industry from the antitrust lawsuit could impair the company's
creditworthiness and thereby potentially result in a lower rating.
"We could lower the rating within the next 12 to 24 months as
information regarding the lawsuit develops and we have a better
idea of the potential business practice changes and/or asset
divestitures that could negatively impact our view of the company's
competitive position. We could also lower the rating if financial
penalties or legal expenses increased leverage above 5x on a
sustained basis.
"We are unlikely to revise the outlook to stable until the
potential impact of the DoJ lawsuit becomes clearer and we believe
the consequences are not severe and will not impair the company's
business position or financial profile.
"Social factors are a negative consideration in our credit rating
analysis of Live Nation, which has exposure to health and safety
risks. Social distancing measures, government-mandated shutdowns,
and capacity restrictions in 2020 and early 2021 resulted in
cancellation and postponement of live events and weakened the
company's financials. These restrictions have been removed,
resulting in earnings and financial metric recovery. While this was
an extreme disruption unlikely to recur in this magnitude, local
health concerns or illness outbreaks could cause regional
disruptions and contract earnings.
"Governance factors are a moderately negative consideration in our
credit rating analysis and a key driver for our negative outlook on
the company. Live Nation has faced ongoing regulatory scrutiny amid
antitrust issues dating back to 2010 when it acquired Ticketmaster.
The consent decree was set to expire in 2020 but was extended to
2025 due to concerns that Live Nation potentially violated it.
Though the company hasn't faced material monetary penalties in the
past, we believe the ongoing scrutiny by the DoJ along with other
lawmakers, such as the recent antitrust lawsuit, could limit Live
Nation's ability to effectively monetize Ticketmaster and optimize
its operations."
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Risk management, culture, and oversight
LOGIX ACQUISITION: MSC Income Marks $11.5MM Loan at 22% Off
-----------------------------------------------------------
MSC Income Fund Inc has marked its $11,552,000 loan extended to
Logix Acquisition Company, LLC to market at $8,957,000 or 78% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in MSC Income's Form 10-Q for the quarterly
period ended March 31, 2024, filed with the Securities and Exchange
Commission.
MSC Income is a participant in a Secured Debt to Logix Acquisition
Company, LLC. The loan accrues interest at a rate of 13.25%
(P+4.75%) per annum. The loan matures on December 22, 2024.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
Tel: (713) 350-6000
Logix Acquisition Company, LLC is a competitive Local Exchange
Carrier.
LTL MANAGEMENT: J&J Loses Quick Bid for Beasley Docs in MDL
-----------------------------------------------------------
Rose Krebs of Law360 reports that Johnson & Johnson has lost its
bid in New Jersey federal court to have the Beasley Allen Law Firm
quickly produce documents related to what J&J said seems to be an
"intentional effort" by the firm to "bias the vote" against a
proposed $6.5 billion reorganization plan for its talc subsidiary.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP, as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing the Court to dismiss the 2021 Chapter 11 case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the same day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed, ending J&J's second attempt to use bankruptcy to resolve
thousands of lawsuits alleging that its talc products sometimes
contained asbestos and caused mesothelioma and ovarian cancer.
MADISON IAQ: Moody's Raises CFR to B2 & Senior Secured Notes to B1
------------------------------------------------------------------
Moody's Ratings upgraded the corporate family rating of Madison IAQ
LLC to B2 from B3 and the probability of default rating to B2-PD
from B3-PD. Concurrently, Moody's upgraded the senior secured bank
credit facilities and senior secured notes ratings to B1 from B2
and the senior unsecured rating to Caa1 from Caa2. The outlook is
stable.
"The ratings upgrades reflect Madison IAQ's significant growth in
earnings and cash flow over the last 12 months, which have led to a
meaningful improvement in credit metrics. Moody's expects these
improvements to be sustainable and anticipates healthy levels of
cash generation in 2024 and beyond," said Eoin Roche, Moody's Vice
President-Senior Credit Officer.
RATINGS RATIONALE
Madison IAQ's B2 CFR reflects the company's high financial leverage
and niche market focus on indoor air quality products. The
company's operating results reflect continued strength in credit
metrics based on improved cost and operational efficiencies that
has offset the weakness in residential markets. Debt-to-EBITDA is
elevated at around 6.4 times as of March 2024. However, Moody's
recognizes the meaningful improvement in Madison IAQ's financial
metrics, driven by higher earnings and improved quality of
earnings.
Madison IAQ benefits from its good competitive scale with an
established market position. The company maintains good
profitability with its EBITDA margin exceeding 20%. This, in part,
reflects the significant contribution from replacement and retrofit
parts (over 60% of sales) that have higher margins and help
mitigate downward pressure during troughs in economic cycles.
Moody's expects Madison IAQ to operate with good liquidity over the
next 12-18 months. Cash on hand as of March 2024 was almost $300
million. Amortization on term debt is manageable at around $25
million per annum and there are no near-term principal obligations.
The company generated $250 million of free cash flow during 2023
and Moody's anticipates FCF-to-debt of at least in the low
single-digits in 2024. External liquidity is provided by a $200
million revolving credit facility that was undrawn as of March 2024
and expires in 2026. The credit facility contains a springing first
lien leverage covenant which comes into effect if more than 35% of
the facility is used.
The stable outlook reflects Moody's expectation of modest earnings
growth and continued free cash flow generation over the next 12-18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Moody's expects debt-to-EBITDA to be
sustained below 5 times. Any upgrade would require robust
liquidity with FCF-to-debt consistently in the mid-single-digits.
Ratings could be downgraded if debt-to-EBITDA is sustained above 7
times or if liquidity weakens such that free cash flow is
negative.
Headquartered in Chicago, Illinois, Madison IAQ LLC manufactures
indoor air quality solutions for commercial channels, including
hospital, education, hospitality, distribution, retail, service,
office and manufacturing facilities and for residential customers.
Revenue for the twelve months ended March 2024 were $2.8 billion.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
MARTIN MIDSTREAM: Moody's Alters Outlook on 'B3' CFR to Negative
----------------------------------------------------------------
Moody's Ratings changed Martin Midstream Partners L.P.'s (MMLP)
outlook to negative, from stable. The B3 Corporate Family Rating,
B3-PD Probability of Default Rating, and Caa1 senior secured notes
ratings were affirmed. The SGL-3 Speculative Grade Liquidity rating
is unchanged.
"The buyout offer that MMLP received from Martin Resource
Management Corporation could indirectly increase financial risk,"
said Jake Leiby, Moody's Senior Analyst. "Although details are
limited and consummation of the proposed buyout remains uncertain,
Moody's believes that Martin Resource Management Corporation would
require a meaningful amount of debt capital to close the deal as
currently proposed."
RATINGS RATIONALE
The change in MMLP's outlook to negative, from stable previously,
reflects the risks associated with the buyout offer that it
received from Martin Resource Management Corporation (MRMC,
unrated). On May 24, 2024, MRMC offered $3.05/unit in cash for the
~80% of MMLP's outstanding common units that it does not currently
own, which Moody's estimates will cost around $100 million. MRMC
has yet to disclose the potential sources of funding for proposed
buyout and debt financing of the proposed buyout would be an
implicit burden on MMLP to distribute sufficient cash to service
its MRMC's additional debts.
MMLP's B3 CFR reflects its diversified asset base, long-standing
customer relationships, and fee-based EBITDA generation, tempered
by its small scale. MMLP is also constrained by its concentrated
geographic footprint on the Gulf Coast. However, this regional
focus positions the company well to serve oil refiners which are
large customers. The company faces volumetric risk, but most of its
EBITDA is generated by fee-based contracts which provides some
insulation from direct commodity price exposure. MMLP meaningfully
reduced its exposure to commodity prices with its exit from the
highly seasonal butane business in 2023. MMLP pays only a nominal
distribution to limited partners because its secured notes severely
restrict its ability to pay distributions until leverage is below
3.75x. Moody's expects MMLP's distributions to limited partners to
remain around current levels until the company can sustainably
achieve its 3.75x leverage target. The company's debt is expected
to decline through 2025, as free cash flow is used to reduce
outstanding borrowings under the senior secured first-lien
revolving credit facility, resulting in an improving leverage
profile and greater flexibility to pay distributions.
MMLP's SGL-3 rating reflects Moody's expectation for the company to
maintain adequate liquidity into at least mid-2025. As of March 31,
2024 the company had a minimal cash balance and $101 million of
available borrowing capacity under its $175 million senior secured
first lien revolving credit facility. The revolver's lender
commitments are scheduled to fall to $150 million in June 2024 and
the revolver is scheduled to mature in 2027. The revolver's
financial covenants include maximum total leverage of 4.75x through
2024 and 4.5x thereafter, maximum first lien leverage of 1.5x, and
minimum interest coverage of 2.0x. Moody's expects MMLP to remain
in compliance with its revolver covenants through mid-2025.
MMLP's $400 million 11.5% senior secured second-lien notes due
February 2028 are rated Caa1, one notch below the CFR, reflecting
their second-lien claim to the company's assets. The revolver
(unrated) has a first-lien priority claim on assets, ahead of the
second-lien notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a downgrade of MMLP include interest
coverage falling below 2.0x, increases in debt and a weakening in
liquidity.
Factors that could lead to an upgrade of MMLP include improved and
more consistent operating performance, debt reduction and sustained
adequate liquidity. Maintenance of leverage below 4.5x and interest
coverage above 2.5x would be supportive of a ratings upgrade. An
upgrade would also have to incorporate further clarity on MRMC's
financial position and credit profile, and expectations for MMLP's
future distribution policies.
MMLP, headquartered in Kilgore, Texas, is a publicly traded master
limited partnership with primary operations in the US Gulf Coast
region. Martin Resource Management Corporation controls Martin
Midstream GP LLC, which is MMLP's general partner, and owns 15.7%
of MMLP's outstanding limited partner units.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
MEDICAL PROPERTIES: Nears Finalizing $800 Mil. Refinancing Deal
---------------------------------------------------------------
Medical Properties Trust is close to finalizing an $800 million
deal to refinance debt secured against 27 British hospitals, Sky
News reports, citing unidentified people familiar with the matter.
The deal would involve 27 hospitals in the UK that are operated by
Circle Health on long-term leases.
The refinancing is being led by Song Capital with support from
Aviva, Canada Life and Phoenix Group.
About Medical Properties Trust
Medical Properties Trust, Inc., is a self-advised real estate
investment trust formed in 2003 to acquire and develop net-leased
hospital facilities. From its inception in Birmingham, Alabama, the
Company has grown to become one of the world's largest owners of
hospital real estate with 444 facilities and approximately 45,000
licensed beds in ten countries and across four continents.
On the Web: http://www.medicalpropertiestrust.com/
MESO NUMISMATICS: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------------
Meso Numismatics, Inc. disclosed in a Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern.
Meso Numismatics has incurred losses since inception. For the three
months ended March 31, 2024, the Company recorded a net loss of
$1,961,020, compared with a net loss of $1,670,247 for the same
period in 2023. This resulted in an accumulated deficit of
approximately $63,951,151 and a working capital deficit of
$23,688,329 as of March 31, 2024 and future losses are
anticipated.
The ability of the Company to continue its operations as a going
concern is dependent on management's plans, which include the
raising of capital through debt and/or equity markets with some
additional funding from other traditional financing sources,
including term notes, until such time that funds provided by
operations are sufficient to fund working capital requirements.
The Company will require additional funding to finance the growth
of its current and expected future operations, as well as achieve
its strategic objectives. There can be no assurance that financing
will be available in amounts or terms acceptable to the Company, if
at all.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/29udfpst
About Meso Numismatics
Boca Raton, Fla.-based Meso Numismatics, Inc. is a regenerative
medicine company offering diverse products and services through its
wholly owned subsidiary Global Stem Cells Group. The Company
currently has a network of 26 clinics in 21 countries that carry
its banner and has its own clinic in Cancun and is currently
building another one in Dubai. The Company distributes stem cells
and other regenerative based cell lines, and equipment
internationally and also specializes in education and training
physicians in the area of regenerative medicine.
As of March 31, 2024, the Company has $3,079,033 in total assets,
$26,835,556 in total liabilities, and total stockholders' deficit
of $23,756,523.
METROPOLITAN THEATRES: Seeks to Hire Ordinary Course Professionals
------------------------------------------------------------------
Metropolitan Theatres Corporation seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
non-bankruptcy professionals in the ordinary course of business.
The Debtor needs ordinary course professionals to perform services
for matters unrelated to this Chapter 11 case.
The Debtor seeks to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtor does not believe that any of the ordinary course
professionals have an interest materially adverse to it, its
estates, creditors, or other parties in interest in connection with
the matter upon which they are to be engaged.
The OCP's include:
Brownstein Hyatt Farber Schreck, LLP
2049 Century Park E., Suite 3550
Los Angeles, CA 90067
-- Trademark Counsel
Reicker, Pfau, Pyle & McRoy, LLP
1421 State St.
Santa Barbara, CA 93101
-- Collections and Labor Counsel
Rose Snyder & Jacobs, LLP
15821 Ventura Blvd., Ste. 490
Encino, CA 91436
-- Tax Accountant
About Metropolitan Theatres Corporation
Metropolitan Theatres Corporation, a fourth-generation family-owned
theatre circuit launched in 1923, provides a movie-going experience
with a growing number of plush luxury recliner auditoriums and
expanded food and beverage offerings. Metropolitan currently
operates a diverse collection of historic properties and
state-of-the-art multiplexes among its 17 theatres and 94 screens
in California, Colorado, Idaho and Utah.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11569) on February
29, 2024. In the petition signed by David Corwin, president, the
Debtor disclosed $26,569,833 in assets and $25,243,105 in
liabilities.
Judge Barry Russell oversees the case.
Lance N. Jurich, Esq., at Loeb & Loeb LLP, represents the Debtor as
legal counsel.
KGI Advisors serves as the Debtor's financial consultant.
MIDSTATE SIGNS: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
authorized Midstate Signs, LLC to use cash collateral, on an
interim basis, in accordance with the budget, pending a final
hearing set for July 9, 2024 at 1:30 p.m.
The entities with UCC Financing Statements of Record are
USAmeriBank/Valley Bank, Altec Capital Services, LLC, U. S. Small
Business Administration, Geneva Capital, LLC, and CBS Bank.
USAmeriBank / Valley Bank, Altec Capital Services, LLC, and U. S.
Small Business Administration have or purport to have an interest
in the cash collateral.
The Debtor is authorized to provide adequate protection to its
secured creditors in the form of a replacement lien to the extent
the value of each secured creditor's lien is decreased by the
Debtor's use of the cash collateral, pursuant to 11 U.S.C. Section
361(2).
A copy of the order is available at https://urlcurt.com/u?l=H9XaJN
from PacerMonitor.com.
About Midstate Signs, LLC
Midstate Signs, LLC has been providing commercial sign services
since 1946.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-31109) on May 20,
2024. In the petition signed by Arch Lee, managing member, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Bes M. Parrish Creswell oversees the case.
Anthony Brian Bush, Esq., at THE BUSH LAW FIRM, LLC, represents the
Debtor as legal counsel.
MMA LAW FIRM: Wants to Remove Creditors' Counsel in Chapter 11 Case
-------------------------------------------------------------------
Daniel Connolly of Law360 reports that troubled MMA Law Firm PLLC
is seeking to stop another firm from representing its bankruptcy
creditors, arguing that MMA's principal had previously spoken with
the other firm as a prospective client and had shared confidential
information that now could be used against his firm.
About MMA Law Firm
MMA Law Firm PLLC is a law firm specializing in insurance claim
management, negotiation, and litigation.
MMA Law Firm PLLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31596) on April 9,
2024. In the petition signed by Zach Moseley, as managing member,
the Debtor estimated assets between $100 million and $500 million
and estimated liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the
case.
The Debtor is represented by Johnie Patterson, Esq. at Walker &
Patterson, P.C.
MOUNTAINEER MERGER: Moody's Alters Outlook on 'B3' CFR to Negative
------------------------------------------------------------------
Moody's Ratings changed the outlook for Mountaineer Merger
Corporation (parent of Gabriel Brothers, Inc., dba "Gabe's") to
negative from stable and affirmed the company's B3 corporate family
rating and B3-PD probability of default rating. Additionally,
Moody's affirmed the Caa1 rating of the company's senior secured
first lien term loan.
The negative outlook reflects that Gabe's credit metrics remain
weaker than expected following the Old Time Pottery acquisition.
It also reflect's Gabe's weak free cash flow generation and modest
revolver availability. The negative outlook also reflects that the
uncertain macro-economic environment and constrained consumer are
further risks to the downside.
RATINGS RATIONALE
Gabe's B3 corporate family rating reflects high leverage and weak
interest coverage. Moody's expects lease adjusted debt/EBITDA will
be over 5.0x and EBIT/interest will remain less than 1.0x for the
next 12 months as the company faces higher borrowing costs given
the increase in interest rates. Although the company's liquidity
is adequate at this time it is characterized by weak free cash flow
generation and modest revolver availability that leaves no cushion
to absorb any further underperformance. The rating also considers
the company's small scale in a highly competitive business
environment with very large and well capitalized competitors.
Therefore even small declines in EBITDA can impact credits metrics
significantly. Other rating considerations include the somewhat
discretionary nature of the company's products and macroeconomic
headwinds that could cause constrained consumers to pull back
purchases of discretionary items. The 2023 acquisition of Old Time
Pottery, a value home decor retailer, has been accretive to
earnings and has increased the company's scale but also increases
its exposure to home categories. However, approximately 90% of
Gabe's inventory purchases are opportunistic and its inventory
purchasing cycle is shorter than its competitors which allows the
company to quickly change assortments depending on consumer
preferences. The company's off-price retail business model, a
segment which has historically grown faster than other retail
sub-sectors and has performed relatively well during economic
downturns, further supports its rating. Gabe's is owned by private
equity firm Warburg Pincus and risk of future aggressive financial
strategies is also reflected in the rating.
The negative outlook reflects the company's strained liquidity,
weak interest coverage and the uncertainty surrounding the
company's ability to improve profitability and liquidity in a
challenging macro-economic and high interest rate environment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although unlikely in the near term, a ratings upgrade could be
triggered by sustained improvement in earnings, free cash flow
generation and larger scale while maintaining adequate liquidity
and financial policies which would support an improvement in credit
metrics. Specifically, the ratings could be upgraded downgraded if
debt/EBITDA is sustained below 5.0 times and EBIT/interest expense
is sustained above 2.0 times.
Ratings could be downgraded if operating performance, free cash
flow generation and liquidity does not improve. Quantitatively
ratings could be downgraded if EBIT/interest expense is sustained
below 1.25x.
Mountaineer Merger Corporation's is an off-price retailer with 166
stores across 20 states. The company is owned by Warburg Pincus
International, LLC and generated about $924 million in revenue for
the fiscal year ended February 3, 2024.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
NCR VOYIX: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on NCR Voyix Corp.,
including its 'B+' issuer credit rating.
The stable outlook reflects S&P's expectation for the business to
perform more consistently and improve credit metrics such that
adjusted debt to EBITDA will decline to below 6x over the next
12-18 months and FOCF to debt increases to the high-single-digit
percent area over the same period.
S&P said, "The rating affirmation reflects our expectation for
consistent business performance and good FOCF to debt comparable to
'B+'-rated peers. NCR Voyix's (f.k.a NCR Corp.) strategy to
accelerate growth in recurring revenues by converting clients to
platform subscriptions and attaching additional solutions will
likely bolster operating performance and improve credit metrics
over the next 12-18 months. During the first-quarter-ended March
31, 2024, it increased total annual recurring revenues (ARR) 5%
(year over year) to about $2.1 billion, and software ARR 6% to $1.3
billion, and expanded its total restaurant and retail platform
client sites 27% (year over year) including new client signings.
The company's digital banking solutions ARR increased 7% over the
same period.
"While newer fintech competition has emerged over the past couple
of years, we expect NCR Voyix's long-standing and good market
positions in point-of-sale (POS) software and self-checkout (SCO)
related hardware and service offerings will help stabilize the
business and expand its more predictable ARR base. We expect this
will also dampen the effects of lumpy hardware sales (about 30% of
total revenues) that declined 25% in the first quarter of 2024.
"We expect NCR Voyix will generate about $165 million of FOCF in
2024 despite incurring meaningful separation and restructuring
costs. NCR Voyix's higher margin software and services revenue
growth and expanding digital banking profitability to above 40%
will support FOCF to debt that is comparable to 'B+'-rated peers.
Additionally, our adjusted leverage calculation includes meaningful
non-interest-bearing debt-like obligations of about $1 billion
(including its $275 million preferred shares) and moderate
floating-rate debt that will also bolster NCR Voyix's FOCF over
time.
"Its capital structure includes about $2.3 billion of fixed-rate
bonds, a $500 million revolver ($196 million drawn at March 31,
2024), and an amortizing $200 million term loan A. We view
favorably management's commitment to deleveraging to the 2x-3x
range over time, which should limit annual cash flow diverted to
shareholder returns. NCR Voyix's management defined net debt to
EBITDA was about 3.9x at March 31, 2024.
"The stable outlook reflects our expectation for continued business
stability as the company grows its platform client base and
weakness in hardware demand moderates in 2024 such that revenues
will decline about 1.7% in 2024 and growth is more consistent
thereafter. The outlook also incorporates our expectations for
steady EBITDA margin (S&P Global Ratings-adjusted) expansion to
about 17% in 2024 from about 13.5% (pro forma) currently and FOCF
of about $165 million or about 6% FOCF to debt. While our adjusted
debt to EBITDA includes meaningful non-interest bearing debt-like
claims, we expect reported debt to EBITDA to improve to below 5x
(equivalent to about 6x S&P Global Ratings-adjusted) over the next
12-18 months.
"We could lower the rating if NCR Voyix experiences a
slower-than-expected business recovery in hardware demand and
client platform conversions or incurs persistent separation and
restructuring costs, such that FOCF to debt does not improve to the
high-single-digit percent area or debt to EBITDA remains above 6x.
"An upgrade over the next 12 months is unlikely given the company's
higher business execution risk and adjusted debt to EBITDA. We
could upgrade NCR Voyix if establishes a track history of steady
revenue growth and EBITDA base expansion while maintaining adjusted
debt to EBITDA below 5x and FOCF to debt above the
high-single-digit percent area."
NEPHRITE FUND I: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
On May 14, 2024 Nephrite Fund 1 LLC dba Suncrest Apartments filed
for chapter 11 protection in the Western District of Missouri.
According to court documents, the Debtor reports between $1 million
and $10 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 13, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: 1-877-931-2506. participant :3232936).
About Nephrite Fund 1 LLC
Nephrite Fund 1 LLC -- https://suncrestaptsraytown.com -- doing
business as Suncrest Apartments, is a Single Asset Real Estate (as
defined in 11 U.S.C. § 101(51B)).
Nephrite Fund 1 LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Miss. Case No. 24-40655) on May 14,
2024. In the petition filed by Alan Sheehy, as member, the Debtor
reports estimated assets and liabilities between $1 million and $10
million each.
Honorable Bankruptcy Judge Cynthia A Norton oversees the case.
The Debtor is represented by:
Robert E Eggmann, Esq.
Carmody MacDonald P.C.
2977 Highway K, Ste. 239
O Fallon, MO 63366
NEPHRITE FUND: Wins Cash Collateral Access Thru June 5
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Nephrite Fund 1 LL d/b/a Suncrest Apartments to use cash
collateral on an interim basis, in accordance with the budget,
through June 5, 2024.
The Debtor is indebted to KC 9805 LLC, in the approximate amount of
$3.518 million. Additionally, the Debtor is indebted to the United
States Small Business Administration in the amount of $55,000.
As adequate protection for use of the Prepetition Creditors will
have first-priority replacement liens in any prepetition assets of
the Debtor's estate which were subject to their respective liens,
whensoever acquired pursuant to the provisions of 11 U.S.C. Section
552, to the same extent, validity, priority, perfection, and
enforceability as their interests in any assets of Debtor's estate
and to the extent of any diminution in value.
The replacement liens granted will be subject only to the following
carve-out: (i) the allowed professional fees and expenses of the
Debtor's professionals and the professionals of any statutory
committee employed by Court order that are allowed by the court
pursuant to the Bankruptcy Code not to exceed $25,000 to be paid as
ordered by the Bankruptcy Court and only to the extent so ordered,
including payments made in accordance with local rules and
guidelines on payment of interim compensation in Chapter 11 cases
and (ii) all fees of the United States Trustee.
A hearing on the matter is set for June 5, 2024 at 11:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=Fw5Fxq
from PacerMonitor.com.
About Nephrite Fund 1 LLC
Nephrite Fund 1 LLC owns Suncrest Apartments located in Raytown,
Missouri.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.Y. Case No. 24-40655) on May 14,
2024.
In the petition signed by Alan Sheehy, member, the Debtor disclosed
$7,895,492 in assets and $7,194,305 in liabilities.
Judge Cynthia A. Norton oversees the case.
Robert E. Eggmann, Esq., at CARMODY MACDONALD P.C., represents the
Debtor as legal counsel.
NEW ORLEANS I: Secured Party Sets July 15 Auction
-------------------------------------------------
Slate Rec Holdings LLC ("secured party") will hold public sale on
July 15, 2024, at 11:00 a.m. (Prevailing Eastern Time) for the
collateral to be sold to the highest qualified bidder: 100% of the
membership interests in New Orleans I Holdings LLC, which is the
owner of certain real property and improvements located at 1100
Poydras Street, The Energy Centre, New Orleans, Louisiana 70112.
Interested parties who would like additional information concerning
the items to be sold at the sale and the terms of conditions of the
sale, including the eligibility requirements to be a qualified
bidder, must contact Stephen Schwalb via email at
Stephen.Schwalb@nmrk.com.
NEW RUE21: Cancels Auction, Designates YM Inc. as Winning Bidder
----------------------------------------------------------------
New rue21 Holdco, Inc., said the auction for the company's
remaining assets did not push through on May 29.
In a filing with the U.S. Bankruptcy Court for the District of
Delaware, New rue21 said the auction was cancelled after the
company did not receive qualified bids, other than the stalking
horse bid from YM Inc. (Sales), by the May 28 deadline.
YM offered to buy the assets of New rue21 and its subsidiaries for
a total consideration of not less than $3.95 million, plus certain
assumed liabilities.
YM also committed to pay $6,500 per store at which it has
identified additional furniture, fixtures and equipment that it
wishes to acquire in accordance with the terms of the stalking
horse agreement it signed with the companies on May 16.
The agreement provides bid protections to YM in the form of a
break-up fee of $90,000 and expense reimbursement of up to
$75,000.
On May 23, Judge Brendan Shannon approved the companies' entry into
the stalking horse agreement and the bid rules for the sale of the
companies' remaining assets, which set an auction date of May 29.
About New rue21 Holdco
New rue21 Holdco, Inc. is a specialty fashion destination that
offers comfortable, trendy, and practical apparel and accessories
for all genders. With locations across the United States, rue21 is
well known for promoting the latest trends at an affordable price
that does not require its customers to sacrifice style for
savings.
New rue21 Holdcoand its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-10939) on May 2, 2024. In the petition signed by Michele Pascoe
as interim chief executive officer, New rue21 Holdcoand disclosed
up to $100 million to $500 million in both assets and liabilities.
Hon. Brendan Linehan Shannon oversees the cases.
The Debtors tapped Willkie Farr & Gallagher, LLP as general
bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware bankruptcy counsel; Riveron Consulting, LLC as
restructuring advisor; and Kroll Restructuring Administration, LLC
as notice, claims, solicitation and balloting agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Lowenstein Sandler, LLP and Dundon Advisers, LLC serve as the
committee's legal counsel and financial advisor, respectively.
NITRO FLUIDS: Court OKs $12MM DIP Loan From Simmons Bank
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Victoria Division, authorized Nitro Fluids, LLC and affiliates to
use cash collateral and obtain postpetition financing, on an
interim basis, in accordance with the budget, with a 10% variance.
An immediate need exists for the Debtors to obtain post-petition
financing and use cash collateral in order to continue operations
and to administer and preserve the value of the Debtors' bankruptcy
estates.
Pursuant to the terms set out in the DIP Term Sheet, Simmons Bank,
as post-petition lender will provide the Debtors post-petition,
superpriority, senior secured, priming term loans in an aggregate
principal amount not to exceed $12 million, comprising: (i) $1.5
million, following entry of the Interim Order for the time period
covered by the Interim Order; and (ii) $10.5 million following
entry of a final, nonappealable order of the Court that, among
other things, approves the DIP Facility and grants the liens,
security interests, and other protections, as set out under the DIP
Term Sheet, for the time period from the entry of the Final Order
through and including the Maturity Date.
The Final Funding will consist of: (a) $4.5 million in new money;
and (b) $6 million, which will be rolled up in such amount from
outstanding obligations due and owing under the Pre-Petition Loans
and converted into an equivalent principal amount of loans deemed
to be made under the DIP Facility, secured by the collateral held
by Fluids, Leasing, and Straitline, respectively, as specified
under the Pre-Petition Loans.
The DIP facility is due and payable on the earliest to occur of:
(a) the first business day that is 150 days after the date of entry
of the Interim Order;
(b) consummation of sale or sales aggregating substantially all of
the assets of the Debtors, which is approved by final order of the
Court;
(c) acceleration of the DIP Loans after the occurrence of an Event
of Default;
(d) the effective date of any plan of reorganization;
(e) conversion of these Chapter 11 Cases to cases under chapter 7
of the Bankruptcy Code;
(f) dismissal of the Chapter 11 Cases; or (g) appointment of a
chapter 11 trustee, or an examiner with expanded powers, in these
Chapter 11 Cases without the DIP Lender's consent.
The DIP Loans will bear interest at 1-month SOFR (as of the
Petition Date) + 7.5% per annum.
In consideration for the DIP Facility, the Debtors will pay the DIP
Lender a one-time fee in the amount of $100,000, which may be
deducted from the Interim Funding.
The Debtors are required to comply with these milestones:
1. On or before seven days of entry of the Interim Order, the
Debtors must file: (i) an application to retain and employ a
broker, on terms acceptable to the DIP Lender, for the purpose of
liquidating the Debtors' assets; and (ii) a motion to authorize the
sale of substantially all assets of the Debtors and bidding/sales
procedures in connection with the same.
2. On or before the 30th day following the filing of the Broker
Retention Motion, the Debtors must obtain entry of a final and
non-appealable order, in form and substance acceptable to DIP
Lender, approving the Broker Retention Motion; and
3. On or before the 30th day following the filing of the Initial
Sales Procedures Motion, the Debtors must obtain entry of a final
and non-appealable order, in form and substance acceptable to the
DIP Lender, approving the Initial Sales Procedures Motion.
As adequate protection, the Pre-Petition Lender is granted as of
the Petition Date valid, perfected, first-priority, additional and
replacement security interests in and liens upon all of the
Debtors' rights, title and interest in, to, and under (i) all
assets in which the Pre-Petition Lender holds validly perfected
liens as of the Petition Date; and (ii) all of the Debtors' now
owned and after-acquired real and personal property, assets and
rights, of any kind or nature, wherever located.
The DIP Liens and Replacement Liens granted are, deemed duly
perfected and recorded under all applicable federal, state, and
other laws as of the commencement of the Chapter 11 Cases, and no
notice, filing, possession, further order or other act will be
required to effect such perfection.
In addition to the DIP Liens, the DIP Lender is granted
superpriority administrative claims with priority equivalent to a
claim under section 364(c)(1) of the Bankruptcy Code, each in the
aggregate amount of the respective DIP Loans against each
respective Debtor that is a borrower under the DIP Facility; except
for the Carve Outs, such DIP Superpriority Claims will have
priority over all other costs and expenses of administration of any
kind.
A final hearing on the matter is set for June 10, 2024 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=Qn91Ob
from PacerMonitor.com.
About Nitro Fluids, LLC
Nitro Fluids, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-60018) on May 15,
2024.
In the petition signed by Brad Walker, chief restructuring officer,
the Debtor disclosed up to $100 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the case.
Joshua N. Eppich, Esq., at BONDS ELLIS EPPICH SCHAFER JONES LLP,
represents the Debtor as legal counsel.
NITRO FLUIDS: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------
Kirk O'Neil of The Street reports that Struggling oil and gas
company, Nitro Fluids LLC, files for Chapter 11 bankruptcy.
The use of hydraulic fracturing in oil and gas development projects
is a controversial issue, with several states banning the process,
such a California, Delaware, Florida, Maryland, New Jersey, New
York, Oregon, Vermont, Washington and parts of Pennsylvania.
On the other hand, the huge oil state of Texas back in 2015 became
the first state to ban fracking bans.
The hydraulic fracturing process involves the injection of liquids
and materials at high pressure to create small fractures within
tight shale formations to stimulate production and extract oil and
gas from an underground well after the drilling has ended and the
rig and derrick are removed from the site, Independent Petroleum
Association of America describes on its website.
Environmental groups, such as the Sierra Club and Americans Against
Fracking, have opposed fracking for several reasons, including a
risk that the process can contaminate drinking water, devastate
thousands of neighborhoods and thousands of square miles of
landscapes that are important to people and wildlife, negatively
impact air and water quality, frequently require unacceptable
drawdowns on surface water and groundwater, and that fracking and
its associated waste disposal can cause seismic events.
Some of the top oil and gas industry-backed organizations
supporting hydraulic fracking process include the Independent
Petroleum Association of America and Western Energy Alliance.
On its website, the Independent Petroleum Association of America
described fracking as "a uniquely American success story that has
provided immense benefits around the nation." It even claims
fracking has "brought cleaner air by significantly reducing U.S.
greenhouse gas emissions to 25-year-lows."
Sierra Club on its website contradicts IPAA's greenhouse gas
statement, asserting, "There is clear evidence that natural gas and
oil extracted by fracking are major greenhouse gas contributors.
Methane released via extraction and transport is 86 times more
potent as a greenhouse gas than CO2 over a 20-year time frame."
Controversies aside, the hydraulic fracturing industry has faced
some significant challenges from the consolidation of U.S. crude
oil and natural gas exploration and production companies in 2023,
as mergers and acquisitions amounted to about $234 billion, the
most amount since 2012, according to the U.S. Energy information
Administration.
Nitro Fluids files Chapter 11 bankruptcy reorganization
Oil and gas services company Nitro Fluids, which provides fracking
services to oil and gas companies, on May 15, 2024 filed for
Chapter 11 bankruptcy reorganization in the U.S. Bankruptcy Court
for the Southern District of Texas in Victoria, facing severe
financial distress from a huge revenue decline that it blamed on
industry consolidation. The debtor said in court papers that it
filed to implement a marketing process for one or more
transactions.
The debtor listed $50 million to $100 million in assets and
liabilities in its petition. It had about $234,000 cash on hand on
the petition date and owed $38.2 million in funded secured debt
obligations and $14.4 million in unsecured debt, according to court
papers.
The Nordheim, Texas, debtor asserted that its ability to generate
positive cash flow to service its debt and trade obligations had
been severely affected by an economic slowdown in the oilfield
fracking services and related infrastructure markets since 2020,
the debtor's restructuring adviser Brad Walker of Riverbend Special
Situations Group said in a May 17 declaration.
The debtor's monthly revenue recently had declined from an average
of about about $1.2 million in 2023 to less than $100,000 in March
2024, according to court papers. The decline in revenue was
attributed to merger consolidation among Nitro's customer base. For
example, Nitro customer Earthstone was acquired by Permian
Resources (PR) in November 2023, resulting in a 50% decline in
Nitro's revenue in a short period, court papers said.
The debtor had also defaulted on $36.95 million owed to prepetition
secured lender Simmons Bank NA. The debtor will seek up to $6
million in debtor-in-possession financing from Simmons to finance
obligations during the Chapter 11 case.
Nitro, founded in 2010, also ran into some legal controversy that
could cost it millions of dollars. The debtor on March 27 was on
the short end of an $8.9 million jury award to Cameron
International Corp. as a result of a patent infringement lawsuit
filed in 2018. However, no final judgment has been entered. The
debtor believes that a final judgment could range from $3 million
to $27 million, according to court papers. A Chapter 11 filing,
however, implements an automatic stay on all legal actions against
the debtor.
About Nitro Fluids LLC
Nitro Fluids LLC was founded in 2010. The company's line of
business includes providing oil and gas services. [BN]
Nitro Fluids LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-60018) on May 15,
2024. In the petition signed by Brad Walker, as chief restructuring
officer, the Debtor reports estimated assets and liabilities
between $50 million and $100 million.
Honorable Bankruptcy Judge Christopher M. Lopez oversees the case.
The Debtor is represented by:
Joshua N. Eppich, Esq.
BONDS ELLIS EPPICH SCHAFER JONES LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Tel: 817-405-6900
Email: Joshua@bondsellis.com
NOVARIA GROUP: S&P Assigns 'B-' Issuer Credit Rating, Outlook Pos.
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S&P Global Ratings assigned its 'B-' issuer credit rating to
Novaria Group. At the same time, S&P assigned its 'B-' issue-level
rating, and 3' recovery rating, to Novaria's proposed term loan and
RCF. A '3' recovery rating reflects meaningful (50%-70%; rounded
estimate: 55%) recovery in default.
The positive outlook reflects S&P's expectations that Novaria's
credit metrics will improve due to the company's strong position
within a niche market and favorable market trends.
S&P said, "We expect favorable market conditions will spur
improvement to credit metrics. Demand for commercial air travel has
been robust over the past year driving demand for new aircraft and
newer, more fuel-efficient engines. For original equipment
manufacturers (OEMs) supply of new aircraft has lagged demand due
to production headwinds such as supply chain and labor constraints.
These pressures have eased somewhat, and we expect build rates
across many platforms will see meaningful improvement over the next
12 to 18 months. Novaria has a strong position within the niche
market of highly engineered components for both airframe and engine
manufacturers. The company has meaningful sole source content
across most high demand aircraft platforms including Boeing Co.'s
MAX and 777. Airbus content has seen significant growth following
Novaria's acquisition of Anillo Industries earlier in 2024. Anillo
is a major supplier of aerospace-grade washers, spacers, plain
bearings, and other key components with significant content across
all Airbus airframe and related engine platforms. The acquisition
will result in meaningful revenue growth in 2024, while we expect
further revenue growth to be in line with industrywide build rate
ramp-up over the next few years. Military demand is high due to
heightened geopolitical tensions, notably conflicts in Israel and
Ukraine. As a result, we expect Novaria's defense and space end
segments, which make up just over 30% of the company's revenue
base, will remain stable over the next few years as growth in high
demand programs (such as the F-35) is offset by exiting content on
sunsetting platforms. We believe increased volume, mainly from the
commercial segment, will spur EBITDA and EBITDA margin improvement
in the near term. We expect EBITDA growth will improve debt to
EBITDA, reaching 5.00x-5.50x by year-end 2024 and 4.25x-4.75x in
2025. Furthermore, we expect funds from operations (FFO) to debt to
be in the range of 5%-10% in 2024 and 10%-15% in 2025.
"We expect margin expansion to spur positive cash flows. The supply
chain is showing gradual improvement, building confidence in OEMs'
ability to ramp up production of critical platforms. As volumes
increase, we expect the margin impact of fixed costs will gradually
diminish, leading to EBITDA margin expansion, with margins likely
improving to 18%-20% for 2024 and 2025. This increase is likely to
result in improved operating cash flows while capital expenditure
(capex) remains at modest levels of $15 million-$25million per
year. Therefore, S&P Global Ratings is forecasting positive free
operating cash flow (FOCF), such that FOCF to debt measures
2.5%-7.5% in 2024 and 5%-10% in 2025.
"We expect Novaria's liquidity will remain adequate over the
forecast period. We assess the company's liquidity as adequate,
supported by $35 million in balance-sheet cash, a fully undrawn RCF
on a pro forma basis, and positive forecast FOCF. The proposed
financing will likely push all of Novaria's maturities out to 2031,
and amortization is about $4 million annually. We expect working
capital will be cash absorbent, largely due to the delay in Boeing
MAX inventory pull as this OEM works toward improving the quality
of its production line.
"The positive outlook on Novaria reflects our view that the company
will benefit from better build rates across many platforms as OEMs
ramp up production to satisfy high demand. We expect credit metrics
will strengthen over the next 12 months as volumes rise. We
anticipate leverage will be 5.00x-5.25x in 2024, further improving
to below 5.0x in 2025. We also expect the higher volumes will
increase margin expansion benefiting cash flows."
S&P could revise the outlook on Novaria to stable within the next
12 months if cash flows become pressured so that FOCF reaches
breakeven or if debt to EBITDA rises above 6.0x with no expectation
of improvement. This could occur if:
-- Production rates among key commercial aerospace platforms fail
to increase to levels forecast; or
-- The company pursues a more aggressive financial policy than we
currently expect, inclusive of sizable debt-funded acquisitions
and/or dividends.
S&P could raise its rating on Novaria in the next 12 months if debt
to EBITDA declines well below 5.0x and S&P expects it to remain
there even with possible acquisitions. This could occur if:
-- Top-line growth exceeds our current forecast;
-- Novaria avoids debt-financed acquisitions; and
-- The sponsor commits to holding leverage below 5.0x.
S&P said, "Environmental, social factors are a neutral
consideration in our assessment of Novaria. Governance is a
negative factor. Our assessment of Novaria's financial risk profile
as highly leveraged reflects corporate decision-making that
prioritizes the interests of controlling owners, in line with our
view of most rated entities owned by private-equity sponsors." This
also reflects private equity sponsors' generally finite holding
periods and focus on maximizing shareholder returns.
NOVARIA HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Ratings assigned a B2 corporate family rating and a B2-PD
Probability of Default rating to Novaria Holdings, LLC.
Concurrently, Moody's assigned a B2 rating to the new senior
secured credit facility, comprised of a $30 million senior secured
revolver and a $320 million senior secured term loan B. Proceeds
from the senior secured term loan will be used to refinance the
company's existing debt, fund transaction costs and add cash to the
balance sheet. The outlook is stable.
"The assignment of the B2 CFR reflects Novaria's relatively modest
size and scale, Moody's expectations of aggressive financial
policies, moderately high financial leverage and a weak track
record of cash generation. These considerations are in part
mitigated by the company's portfolio of highly engineered products
and services across a diverse set of end markets and platforms, as
well as a favorable backdrop for aerospace and defense, which
should support moderate earnings growth," said Eoin Roche, Moody's
Vice President Senior Credit Officer.
RATINGS RATIONALE
The B2 ratings reflect Novaria's growing portfolio of complex
engineered products, healthy profitability metrics, and Moody's
expectations of moderate but sustained earnings growth. Novaria
benefits from having its content on a number of important aerospace
platforms, such as the A320neo, 777X, 737 MAX, LEAP engine, geared
turbo fan (GTF) engine, F-35, G650 and G7000/8000. Moody's expects
most of these platforms to benefit from higher build rates over the
next few years, driven by a favorable demand environment in both
commercial aerospace (60% of sales) and defense (30% of sales)
markets. Moody's also recognizes the incumbency advantages and the
often lengthy qualification and certification requirements
associated with Novaria's portfolio of products.
The ratings also reflect moderately high financial leverage with
debt-to-EBITDA of around 5 times, as well as the company's weak
track record of free cash generation, which has been consistently
negative over the last few years. Moody's anticipates improved,
albeit modest free cash generation in 2025 and beyond. Novaria's
reliance on equipment manufacturing customers, whose delivery rates
can at times be variable, represents another tempering
consideration.
Moody's expects Novaria to continue to supplemental sales growth
with an active acquisition strategy. The company has made 10
bolt-on acquisitions since being acquired by Kohlberg Kravis
Roberts & Co. L.P (KKR) in 2020. Substantially most of these
transactions have been financed by equity contributions from KKR,
which has enhanced the company's credit profile and diversified its
revenue stream.
Comparatively high levels of profitability are indicative of
Novaria's favorable positioning in commercial aerospace and defense
hardware markets and the benefits of a relatively high degree of
single-sourced products.
The stable outlook reflects Moody's expectations that the favorable
backdrop for aerospace and defense markets will support a stable
operating performance and healthy earnings growth.
Moody's expects Novaria to maintain adequate liquidity over the
next twelve months. Pro forma cash will be around $35 million and
the company has no near-term principal obligations with minimal
mandatory amortization payments of around $3 million per annum.
Moody's anticipates negative free cash flow in 2024 and modestly
positive free cash generation in 2025. External liquidity will be
provided by a $30 million revolver that expires in 2029. The
revolver contains a springing First Lien to Secured Debt to EBITDA
ratio of 8.5x that comes into effect if usage under the facility is
$29 million. Moody's does not expect the covenant to come into
effect. The term loan is expected to be covenant lite.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $73 million and 100% of LTM
Consolidated EBITDA, plus unlimited amounts subject to either 4.25x
Consolidated First Lien Secured Debt leverage ratio or the ratio
immediately prior to such incurrence. There is an inside maturity
sublimit up to the greater of $146 million and 200% of LTM
Consolidated EBITDA along with any indebtedness incurred in
connection with a permitted acquisition or other investment. There
are no "blocker" provisions that restrict the transfer of material
intellectual property to unrestricted subsidiaries. There are no
protective provisions restricting an up-tiering transaction.
Amounts up to 100% of unused capacity from the builder basket may
be reallocated to incur debt.
The company's Credit Impact Score is CIS-4, which indicates that
the ratings are lower than they would have been if ESG risk
exposure did not exist. Novaria has high governance risk given its
private-equity ownership, although to-date the owner has
contributed significant equity over the last few years to finance
acquisitions. The environmental and social risks that Novaria faces
are moderate.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings may be upgraded if free cash flow to debt is sustained
in the high single-digits, if EBITA-to-Interest exceeds 2 times and
if debt to EBITDA is sustained below 4 times.
The ratings may be downgraded if free cash flow to debt is not at
least consistently in the low single-digits or if debt/EBITDA is
sustained above 5.5 times.
Novaria Holdings LLC, headquartered in Fort Worth, Texas, is a
supplier of highly engineered components, specialty processes, and
coatings serving commercial aerospace, defense, and business jet
markets. Products include fasteners, nuts and bolts, brackets, fuel
connectors, hydraulic lines and injection hardware. The company is
majority-owned by private equity firm Kohlberg Kravis Roberts & Co.
L.P. ("KKR"). Novaria generated almost $300 million of revenue in
2023.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
NXT ENERGY: Computershare Cancels 2024 Annual and Special Meeting
-----------------------------------------------------------------
Computershare, an Agent for NXT Energy Solutions Inc., disclosed in
a Letter to All Canadian Securities Regulatory Authorities,
attached to the Company's Form 6-K filed with the U.S. Securities
and Exchange Commission, that NXT's 2024 Annual and Special
Meeting, scheduled for June 19, 2024, is cancelled.
Computershare can be reached at:
324-8th Avenue SW, 8th floor
Calgary, AB T2P 2Z2
www.computershare.com
A full-text copy of the Letter is available at
https://tinyurl.com/fd5yuphb
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
As of December 31, 2023, the Company had C$15.18 million in total
assets, C$6.64 million in total liabilities, and C$8.55 million in
total shareholders' equity.
Calgary, Canada-based MNP LLP., the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company's current cash position is not
expected to be sufficient to meet the Company's obligations and
planned operations for a year beyond the date of auditor's report,
unless additional financing is obtained or new revenue contracts
are completed. This raises substantial doubt about the Company's
ability to continue as a going concern.
OSMOSE UTILITIES: Moody's Affirms 'B3' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings affirmed Osmose Utilities Services, Inc. B3
corporate family rating, B3-PD probability of default rating and B2
senior secured first lien bank credit facilities. The outlook
remains stable. Osmose is a leading provider of utility pole and
transmission tower inspection, treatment, and restoration
services.
The affirmation of the B3 CFR reflects Moody's expectation that
Osmose's high pro forma debt-to-EBITDA leverage of 7.2x for the
full year ended December 31, 2023 will decline to the high 6x
range. This is driven by Moody's anticipation of high-single digit
revenue growth and enhanced profitability rates through improved
pricing, product mix, and productivity initiatives. Stable and
consistent revenue, backed by long-term contracts, and an adequate
liquidity profile based on Moody's expectation for positive free
cash flow in 2024, provide additional rating support. However, the
company's growth strategy, which involves debt-financed
acquisitions, weighs on its credit profile.
RATINGS RATIONALE
Osmose's B3 CFR is constrained by high leverage, as expressed by
pro forma debt-to-EBITDA of 7.2x for the 12-month period ended 31
December 2023 (based on $100 fungible term loan add-on), its modest
revenue size and niche operating scope relative to other business
services companies in the B3 rating category, high customer
concentration and a history of debt-funded acquisitions, that
support its growth strategy.
The credit profile benefits from positive industry trends such as
rising increasing regulatory requirements, aging infrastructure,
and growing customer reliance on outsourced utility pole
maintenance and repair services. These factors, including the
company's leading market position, national footprint, long-term
contracts, and customer relationships with high retention rates,
support the credit profile. Moody's anticipates that Osmose will
continue to maintain good operating performance, with an adjusted
EBITDA margin sustained in the range of 21% to 23%. Furthermore,
Moody's expects the free cash flow-to-debt ratio to hover around 3%
over the next 12 to 18 months.
Moody's considers Osmose's liquidity profile as adequate, supported
by $16 million of cash on hand and free cash flow-to-debt of 2.3%
for the 12 months ending December 31, 2023. In addition, Moody's
expects around $60 million availability under its $100 million
revolving credit facility expiring in 2027 (less $20 million drawn
and around $20 million outstanding standby letters of credit) in
2024. Moody's anticipates that Osmose will continue to generate
positive free cash flow, with its free cash-flow-to-debt remaining
in the low-single digit percentage range over the next 12 months.
This provides adequate coverage for the required annual first lien
term loan amortization payments of around $9 million. The company's
$1.1 billion of floating rate debt may burden operational cash flow
generation in an environment of high interest rates. However, the
company had $567 million of interest rate hedges in place. The
revolver is subject to a maximum springing first lien secured
leverage ratio test that cannot exceed 8.5x when drawings exceed
35% of availability. Moody's expects that the company will maintain
compliance with this financial covenant.
The B2 rating of the senior secured first lien credit facilities,
consisting of a $100 million revolving credit facility expiring
June 2027 and $910 million term loan due June 2028, is rated one
notch higher than the B3 CFR, reflecting the first priority lien on
substantially all Osmose's assets and loss absorption provided by a
$220 million senior secured second lien term loan due 2029
(unrated) in Moody's hierarchy of claims at default.
The stable outlook reflects Moody's expectations for at least
mid-single-digit organic revenue growth resulting in modest
deleveraging to the high 6x range over the next 12 to 18 months,
and that the company will generate free cash flow-to-debt in
low-single digit percentage range.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Osmose delivers sustained revenue
and earnings growth, maintains debt-to-EBITDA leverage below 6.5x,
generates free cash flow as a percentage of debt in the mid-single
digits, and demonstrates commitment to more conservative financial
policies.
The ratings could be downgraded if the company's liquidity profile
deteriorates, for example as a result of sustained negative free
cash flow, or if there is a material decline in operating
performance due to major customer losses. A ratings downgrade could
also occur if debt-to-EBITDA leverage is sustained above 7.5x,
indicating that financial strategies have become more aggressive.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Osmose, based in Atlanta, GA, and controlled by an affiliate of
private equity sponsor EQT Partners, provides utility pole and
transmission tower inspection, treatment, and restoration services
to investor-owned utilities, cooperatives, municipalities, and
telecommunication utility providers. The company also provides
additional value-added services, engineering services, underground
vault inspection and repair, product sales, and other ancillary
services. Moody's expects 2024 revenue approaching $800 million.
OVAINNOVATIONS LLC: Committee Taps Miller Canfield as Counsel
-------------------------------------------------------------
The committee of unsecured creditors appointed in the Chapter 11
case of OvaInnovations, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Wisconsin to employ Miller,
Canfield, Paddock and Stone, PLC as counsel.
The firm's services include:
a. attend the committee's meetings;
b. review financial and operational information furnished by
the Debtor to the committee;
c. analyse and negotiate the budget and the terms of the
Debtor's use of cash collateral and any potential
debtor-in-possession financing;
d. assist in the Debtor's efforts to reorganize or sell it
assets in a manner that maximizes value for creditors;
e. review and investigate prepetition transactions in which
the Debtor and/or its insiders were involved;
f. assist the committee in negotiations with the Debtor and
other parties in interest on the Debtor's proposed Chapter 11 plan
and/or exit strategy for this case;
g. confer with the Debtor's management, counsel, and financial
advisor and any other retained professional;
h. confer with principals, counsel, and advisors of the
Debtor's secured parties and equity holders;
i. review the Debtor's schedules, statements of financial
affairs and business plan;
j. advise the committee as to the ramifications regarding all
of the Debtor's activities and motions before this court;
k. file appropriate pleadings on behalf of the committee;
l. investigate and analyze certain of the Debtor's prepetition
conduct, transactions, and transfers;
m. analyze the value of the go-forward business;
n. provide the committee with legal advice in relation to this
case;
o. advise the committee with respect to the jointly
administered cases of Anada and Crimson even though the committee
is not an official committee in those cases;
p. prepare various pleadings to be submitted to the court for
consideration; and
q. perform such other legal services for the committee as may
be necessary or proper in these proceedings.
The firm will be paid at these hourly rates:
Marc N. Swanson, Principal $605
Ronald A. Spinner, Principal $565
Michael Brennan, Paralegal $530
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Swanson disclosed in a court filing that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Marc N. Swanson, Esq.
Miller, Canfield, Paddock and Stone, PLC
150 West Jefferson, Suite 2500
Detroit, MI 48226
Telephone: (313) 496-7591
Facsimile: (313) 496-8452
Email: swansonm@millercanfield.com
About OvaInnovations
OvaInnovations, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wisc. Case No. 24-10663) on April 8,
2024. In the petition signed by David Rettig, president, the Debtor
disclosed up to $10 million in assets and up to $50 million in
liabilities.
Judge Catherine J. Furay oversees the case.
Kristin J. Sederholm, Esq., at Krekeler Law, SC, represents the
Debtor as legal counsel.
The U.S. Trustee appointed a committee of unsecured creditors in
this Chapter 11 case. The committee tapped Richman & Richman LLC
and Miller, Canfield, Paddock and Stone, PLC as counsel.
P3 PURE LLC: Starts Subchapter V Bankruptcy Proceeding
------------------------------------------------------
On May 13, 2024 P3 Pure LLC filed for Chapter 11 protection in the
Western District of Texas. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 11, 2024 at 10:00 a.m. in Room Telephonically on telephone
conference line: (866)711-2282. code:3544189#).
About P3 Pure LLC
P3 Pure LLC is a manufacturer of deodorants and body care
products.
The Debtor sought protection under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10532) on
May 13, 2024. In the petition signed by Amy Perez, founder/CEO, the
Debtor disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Judge Shad Robinson oversees the case.
R. Adam Swick, Esq., at Akerman LLP, represents the Debtor as
legal
counsel.
The Debtor is represented by:
Randall Adam Swick, Esq.
Akerman LLP
1900 E Howard Ln., Bldg D
Pflugerville, TX 78660
PARTNERS IN HOPE: Seeks Cash Collateral Access
----------------------------------------------
Partners In Hope, Inc., dba Inlet Oaks and dba Oaks of Loris, asks
the U.S. Bankruptcy Court for the District of South Carolina for
authority to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay operating
expenses and making essential payments in the administration of the
Chapter 11 case.
The Debtor owns two pieces of real estate which are operated as
assisted living residential care facilities in the Horry County,
South Carolina area. One of these facilities is located in Loris,
South Carolina and the other is in Murrells Inlet. The Debtor owns
a third piece of real property adjacent to Loris it rents to the
Horry County Council on Aging and used as a senior center.
West Town Bank & Trust f/k/a West Town Savings Bank, the United
States of America, acting through the Rural Housing Service, Rural
Business-Cooperative Service, or Rural Utilities Services within
the Rural Development Mission Area, the Farm Service Agency have a
lien on the three properties. The parties have represented USDA has
the first mortgage and West Town Bank has the second. The liens
extend to the use of cash collateral.
The Senior Center pays rent to the Debtor according to a lease that
will expire on its own terms on July 31, 2024. The Debtor has been
depositing the rent into its Debtor-in-Possession bank account, as
shown on its monthly operating reports.
Loris, the residential care facility, is not operating and is not
bringing in any rent, despite having a management agreement with
Capture Cares Assisted Living, LLC to pay the Debtor's mortgage.
Capture Cares has not paid the mortgage while it has been the
management company, since January 2023.
The Debtor also has a management agreement with Capture Cares
pertaining to the operations of its Murrells Inlet assisted care
facility. Currently, all income and expenses of Inlet Oaks run
through the Capture Cares' bank account.
The Debtor agrees to make adequate protection payments to West Town
Bank to be distributed by West Town Bank and USDA pursuant to their
Intercreditor Agreement. In addition, the Debtor agrees to give
both lienholders a replacement lien to the extent the use of cash
collateral results in a decrease in the value of their interest in
the property.
The Debtor concedes its budget is tight until it is able to get
Loris operating or add more beds at Inlet Oaks.
For this reason, with the lienholders' consent, the Debtor has
agreed to apply to employ Hilco Real Estate to attempt to sell the
two assisted living facilities. Although West Town Bank has stay
relief, the Debtor believes it conceptually consents to a sale as
opposed to immediately pursuing its state court remedies as to
Loris.
A copy of the motion is available at https://urlcurt.com/u?l=EjHa6P
from PacerMonitor.com.
About Partners In Hope, Inc.
Partners In Hope, Inc. owns an assisted living facility located at
Loris Oaks, 260 Watson Heritage Rd, Loris SC 29569 valued at $12
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Codee (Bankr. D. S.C. Case No. 24-00935) on March 13,
2024. In the petition signed by Terry Mclean, treasurer, the Debtor
disclosed $24,501,256 in assets and $16,893,875 in liabilities.
Judge Elisabetta G.M. Gasparini oversees the case.
Jane H. Downey, Esq., at BAKER DONELSON, represents the Debtor as
legal counsel.
PLAINFIELD RENEWABLE: FS Specialty Marks $13.9MM Loan at 67% Off
----------------------------------------------------------------
FS Specialty Lending Fund has marked its $13,936,000 loan extended
to Plainfield Renewable Energy Holdings LLC to market at $4,592,000
or 33% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in FS Specialty's Form 10-Q for the
quarterly period ended March 31, 2024, filed with the Securities
and Exchange Commission.
FS Specialty is a participant in a First Lien Senior Secured Loan
to Plainfield Renewable Energy Holdings LLC. The loan accrues
interest at a rate of 6%, 9.5% Payment In Kind (9.5% Max Payment In
Kind) per annum. The loan matures on August 22, 2025. The Loan was
on non-accrual status as of December 31, 2023. The Loan is
non-income producing.
FS Specialty was formed as a Delaware statutory trust under the
Delaware Statutory Trust Act on September 16, 2010 and formally
commenced investment operations on July 18, 2011. Prior to
September 29, 2023, the Company's name was FS Energy and Power
Fund. The Company is an externally managed, non-diversified,
closed-end management investment company that has elected to be
regulated as a business development company, or BDC, under the
Investment Company Act of 1940, as amended, or the 1940 Act.
FS Specialty is led by Michael C. Forman, Chief Executive Officer;
and Edward T. Gallivan, Jr., Chief Financial Officer. The fund can
be reach through:
Michael C. Forman
HPS Corporate Lending Fund
201 Rouse Boulevard
Philadelphia, PA 19112
Tel: (215) 495-1150
Plainfield Renewable Energy Holdings LLC operates biomass
generation facility.
PLANT BAE: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
authorized Plant Bae, LLC to use cash collateral, on a final basis,
in accordance with the budget.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral for administrative, general and
necessary costs and expenses including, but not limited to,
services, utilities, taxes, rent, supplies, fuel, payroll,
insurance, and miscellaneous expenses relative to the operating of
a timber harvesting or logging business.
The Debtor has suffered financial problems that began due to the
negative economic impacts of the COVID Pandemic. The Debtor's
business was shut down during COVID for several months, causing the
Debtor to fall behind on obligations. The Debtor was forced to take
on high interest loans, which increased the financial issues.
Recently, the Debtor received notice that the State of Alabama
Department of Revenue intends to place a lock on the door of the
business due to past due taxes.
Based upon information available at this time through the records
of the Alabama Secretary of State, the following entities acquired
or may have acquired security interests in, among other property,
Debtor's cash and cash equivalents:
a. ADOR/Sales and Use Tax Division UCC-1 Filed May 24, 2023
b. ADOR/Sales and Use Tax Division UCC-1 Filed March 1, 2023
c. ADOR/Sales and Use Tax Division UCC-1 Filed June 26, 2023
d. ADOR/Sales and Use Tax Division UCC-1 Filed July 27, 2023
e. ADOR/Sales and Use Tax Division UCC-1 Filed December 27, 2023
f. Quick Bridge Funding, LLC UCC-1 Filed February 12, 2024
As of the Petition Date, the Debtor's account reflected that
approximately $3,500 was on deposit with PNC Bank. This amount
takes into consideration a deposit that was made on the Petition
Date.
A copy of the order is available at https://urlcurt.com/u?l=MAR5lf
from PacerMonitor.com.
About Plant Bae, LLC
Plant Bae, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-30639) on March 22,
2024. In the petition signed by Quebe Merritt, member, the Debtor
disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Christopher L. Hawkins oversees the case.
Paul D. Esco, Esq., at Paul D. Esco, Attorney at Law, LLC,
represents the Debtor as legal counsel.
POGO ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pogo Energy, LLC
5960 Berkshire Lane
6th Floor
Dallas, TX 75225
Business Description: Pogo Energy is a retail electricity provider
located in Dallas, Texas.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-31524
Judge: Hon. Michelle V. Larson
Debtor's Counsel: Rachael L. Smiley, Esq.
FERGUSON BRASWELL FRASER KUBASTA PC
2500 Dallas Parkway, Suite 600
Plano, TX 75093
Tel: 972-378-9111
Email: rsmiley@fbfk.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Phillip Terry as CEO and managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QH6STCY/Pogo_Energy_LLC__txnbke-24-31524__0001.0.pdf?mcid=tGE4TAMA
PREDICTIVE ONCOLOGY: Incurs $4.22 Million Net Loss in First Quarter
-------------------------------------------------------------------
Predictive Oncology Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.22 million on $419,646 of revenue for the three months ended
March 31, 2024, compared to a net loss of $3.42 million on $239,895
of revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $10.60 million in total
assets, $6.55 million in total liabilities, and $4.05 million in
total stockholders' equity.
The Company has incurred significant and recurring losses from
operations for the past several years and, as of March 31, 2024,
had an accumulated deficit of $171,980,726. The Company had cash
of $5,197,235 as of March 31, 2024, and needs to raise significant
additional capital to meet its operating needs. The Company had
short-term obligations of $4,516,661 and long-term operating lease
obligations of $2,027,348 as of March 31, 2024. The Company does
not expect to generate sufficient operating revenue to sustain its
operations in the near term. During the three months ended
March 31, 2024, the Company incurred negative cash flows from
operations of $3,416,021.
Predictive Oncology said, "Although the Company has attempted to
improve its cash flows from operations by bolstering revenues and
continues to seek ways to generate revenue through business
development activities, there is no guarantee that the Company will
be able to improve its cash flows from operations sufficiently or
achieve profitability in the near term. As a result of these
conditions, substantial doubt exists about the Company's ability to
continue as a going concern within one year after the date these
condensed consolidated 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/1446159/000117184324002875/poai20240331_10q.htm
About Predictive Oncology Inc.
Headquartered in Pittsburgh, Pennsylvania, Predictive Oncology Inc.
is a knowledge and science-driven company that applies artificial
intelligence to support the discovery and development of optimal
cancer therapies, which can ultimately lead to more effective
treatments and improved patient outcomes. The Company uses AI and
a proprietary biobank of 150,000+ tumor samples, categorized by
tumor type, to provide actionable insights about drug compounds to
improve the drug discovery process and increase the probability of
drug compound success. The Company offers a suite of solutions for
oncology drug development from early discovery to clinical trials.
Minneapolis, Minnesota-based BDO USA, P.C., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has suffered
recurring losses from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.
PROVECTUS BIOPHARMACEUTICALS: Posts $504K Net Loss in First Quarter
-------------------------------------------------------------------
Provectus Biopharmaceuticals, Inc., filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $504,042 on $238,072 of grant revenue for the three
months ended March 31, 2024, compared to a net loss of $827,454 on
$205,025 of grant revenue for the three months ended March 31,
2023.
As of March 31, 2024, the Company had $1.08 million in total
assets, $8.53 million in total liabilities, and a total
stockholders' deficit of $7.45 million.
The Company's cash and restricted cash were $762,752 at March 31,
2024 which includes $744,717 of restricted cash resulting from a
grant received from the State of Tennessee. The Company's working
capital deficit was $7,507,105 and $7,652,098 as of March 31, 2024
and Dec. 31, 2023, respectively, net loss for the three months
ended March 31, 2024 and 2023 was $504,042 and $827,454,
respectively, and cash used in operations was $1,044,495 and
$624,110 for the three months ended March 31, 2024 and March 31,
2023, respectively. The Company continues to incur significant
operating losses.
Provectus said, "Management expects that significant on-going
operating expenditures will be necessary to successfully implement
the Company's business plan and develop and market its products.
These circumstances raise substantial doubt about the Company's
ability to continue as a going concern within one year after the
date that these unaudited condensed consolidated financial
statements are issued. Implementation of the Company's plans and
its ability to continue as a going concern will depend upon the
Company's ability to develop PV-10, PH-10, and/or any other
halogenated xanthene-based drug products, and to raise additional
capital.
"The Company plans to access capital resources through possible
public or private equity offerings, including the 2022 financing...
exchange offers, debt financings, corporate collaborations, or
other means. In addition, the Company continues to explore
opportunities to strategically monetize its lead drug candidates,
PV-10 and PH-10, through potential co-development and licensing
transactions, although there can be no assurance that the Company
will be successful with such plans. The Company has historically
been able to raise capital through equity offerings, although there
can be no assurance that it will continue to be successful in the
future. If the Company is unable to raise sufficient capital, it
will not be able to pay its obligations as they become due."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/315545/000149315224019184/form10-q.htm
About Provectus
Provectus Biopharmaceuticals, Inc. is a clinical-stage
biotechnology company developing immunotherapy medicines based on a
family of small molecules called halogenated xanthenes. The
Company's lead HX molecule is rose bengal sodium. The Company's
proprietary, patented, pharmaceutical-grade RBS is the active
pharmaceutical ingredient in the drug product candidates of its
current clinical development programs and the preclinical
formulations of its current drug discovery programs. Importantly,
the Company's pharmaceutical-grade RBS displays different
therapeutic effects at different concentrations and can be
formulated for delivery by different routes of administration.
Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
28, 2024, citing that the Company has a working capital deficit,
has incurred losses from operations, 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.
PUERTO RICO: First Circuit Affirms UBS Pension Fight Win
--------------------------------------------------------
Brian Dowling of Law360 reports that the First Circuit said public
pensioners in Puerto Rico can't advance their claims that UBS
Financial Services illegally underwrote $3 million in bonds, ruling
that the island's financial restructuring plan transferred the
right to those claims to a special committee.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's
PROMESA petition is available at
http://bankrupt.com/misc/17-01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains the case Website https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
QORVO INC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings affirmed Qorvo, Inc.'s Ba1 Corporate Family Rating,
Ba1-PD Probability of Default Rating, and Ba1 senior unsecured
rating. The Speculative Grade Liquidity (SGL) rating was revised to
SGL-1 from SGL-2. The outlook was revised to positive from stable.
The revision of the outlook to positive reflects Moody's
expectation that Qorvo's revenues and profitability will continue
to strengthen over the next 12 to 18 months. Excess inventories at
Qorvo's customers have largely cleared, providing the company with
a base of customer demand aligned with growing end market demand.
Financial leverage, which never exceeded 3.5x debt to EBITDA
(Moody's adjusted) in any quarter during the recent downcycle
across Qorvo's end markets, will steadily decrease to less than 2x
over the next 12 to 18 months. Due to Qorvo's strong profitability
and low capital intensity, free cash flow (FCF) will improve to
over $500 million annually, and FCF to debt (Moody's adjusted) will
remain above 30% over the period.
RATINGS RATIONALE
Qorvo's Ba1 CFR reflects the company's modest leverage, which
Moody's expects will remain below 2x over time, with periods
occasionally exceeding this level during market downturns. Qorvo
maintains a strong niche position in the smartphone radio frequency
(RF) front end (RFFE) market, with an established position in RF
filters, and a portfolio of infrastructure and defense RF products,
which tend to have longer product life cycles. RFFE producers, such
as Qorvo, should enjoy sustained secular growth from both steady
smartphone unit sales over time and increasing RF content per
phone, particularly with the ongoing market transition to 5G
smartphones. Liquidity is very good and is supported by a $325
million unsecured revolver, which Moody's expects to remain
undrawn, and cash and short term investments that Moody's expects
will remain over $700 million.
Still, the maintenance of a conservative financial policy is
prudent given the high concentration to the smartphone market and
very short product life cycle that characterize that industry. The
smartphone market can also experience cyclical demand, as evidenced
by the downcycle from the middle of calendar year 2022 through the
middle of 2023. Moreover, Qorvo's large concentration to the
smartphone market (73% of revenues for fiscal year ended March 30,
2024) and the limited number of smartphone vendors results in
customer revenue concentration, with the company's top customer
comprising 46% of revenues (FYE March 30, 2024). This customer
revenue concentration limits Qorvo's negotiating leverage and also
may increase revenue volatility should Qorvo lose some or all of
this customer's business to a competitor.
The positive outlook reflects Moody's expectation that Qorvo's
revenues will increase from low single digits percent revenue
growth in FYE March 2025 to the low double digits percent level in
the following year. Profitability will likewise improve, with the
EBITDA margin (Moody's adjusted) increasing toward the mid 20s
percent level. Given the maturity of a tranche of senior unsecured
notes in December 2024, along with the increasing profitability,
leverage will decrease to less than 2x debt to EBITDA (Moody's
adjusted) over the next 12 to 18 months. Over the period, FCF to
debt (Moody's adjusted) will remain above 30%.
Qorvo's speculative grade liquidity (SGL) rating of SGL-1 indicates
very good liquidity supported by cash, which Moody's expects to be
maintained in excess of $700 million ($1.0 billion as of March 30,
2024), and annual FCF of at least $500 million over the next 12 to
18 months. These internal sources of liquidity are supplemented by
a $325 million unsecured revolving credit facility maturing in
April 2029, which Moody's expects will remain undrawn. The credit
facility is governed by two financial maintenance covenants: funded
debt to EBITDA (as defined in the credit agreement) shall not
exceed 3.0x and EBITDA to interest expense (as defined) shall be no
less than 3.0x. Moody's expects Qorvo to remain in compliance on
these two financial maintenance covenants over the next year.
The Ba1 rating of the senior unsecured notes, which equals the Ba1
CFR, reflects the predominantly single class of debt and the
limited cushion of subordinated liabilities in the capital
structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Qorvo:
-- Substantially reduces the customer revenue concentration
-- Generates organic revenue growth in excess of the industry
-- Maintains a very conservative leverage profile, with debt to
EBITDA (Moody's adjusted) below 1.5x on a sustained basis
The ratings could be downgraded if:
-- Moody's expects a sustained slowdown in Qorvo's revenue growth
-- EBITDA margin falls below the low 20s percent level (Moody's
adjusted) for an extended period of time.
-- If profitability pressure or a material increase in debt levels
lead to debt to EBITDA (Moody's adjusted) sustained above 2.5x
Qorvo, Inc. (Qorvo), based in Greensboro, North Carolina, produces
radio frequency (RF) filters and modules used in smartphones and
other RF products for a variety of end markets including cellular
telephony base stations, military and commercial radar, and WiFi
networks.
The principal methodology used in this rating was Semiconductors
published in October 2023.
RADIATE HOLDCO: Lenders Extend Deal Until Loan Matures in 2026
--------------------------------------------------------------
Jill R. Shah and Reshmi Basu of Bloomberg News report that some
first-lien lenders to Radiate Holdco, also known as Astound
Broadband, have signed a cooperation agreement that runs through
the maturity of the company's roughly $3.3 billion term loan due
2026, according to people familiar with the matter.
That's in part to bind creditors to act as a unit in light of the
liability management transactions that have pitted lenders against
each other in the market, said the people who asked not to be
identified discussing private details
About Radiate Holdco
Radiate Holdco LLC, also known as Astound Broadband, and backed by
Stonepeak, is a broadband communications services provider and
cable operator doing business via regional providers RCN, Grande
Communications, Wave Broadband and enTouch Systems.
REECE GREEN: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Reece Green and Sons Logging, LLC asks the U.S. Bankruptcy Court
for the Middle District of Alabama for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral for administrative,
general and necessary costs and expenses including, but not limited
to, services, utilities, taxes, supplies, fuel, payroll, insurance,
and miscellaneous expenses relative to the operation of its
business.
The Debtor has suffered financial problems that have caused an
increase in disbursements and a decrease in receipts. Specifically,
the costs associated with diesel, gasoline, hydraulic fluid and oil
increased significantly over the last couple of years. Further, the
mills have placed daily quotas or limits upon the amount of timber
that will be accepted from companies such as the Debtor. Finally,
the Debtor recently received a notice from a certain secured
creditor that caused concerns for immediate repossession.
The entities with UCC Financing Statements of Record and may have
interest in the cash collateral are John Deere Financial and River
Bank and Trust.
As of the Petition Date, the Debtor had the aggregate sum of
approximately $14,513 on balance within its bank account and
approximately $15,000 to $20,000 in accounts receivable.
As adequate protection, the Debtor proposes that the entities be
granted a replacement lien on the Debtor's post-petition
receivables and projected positive cash flow.
A copy of the motion is available at https://urlcurt.com/u?l=Un1QwZ
from PacerMonitor.com.
About Reece Green and Sons Logging LLC
Reece Green and Sons Logging LLC operates a timber harvesting
and/or transporting business in Chilton County, Alabama.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-31116) on May 21,
2024. In the petition signed by Alfred M. Green, managing member,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Christopher L. Hawkins oversees the case.
Anthony Brian Bush, Esq., at the Bush Law Firm, LLC, represents the
Debtor as legal counsel.
RELIANCE SECURITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Reliance Security Inc.
3656 North Rancho Dr
Las Vegas, NV 89130
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-12701
Debtor's Counsel: James T. Leavitt, Esq.
LEAVITT LEGAL SERVICES, P.C.
601 S. 6th Street
Las Vegas, NV 89101
Tel: (702) 385-7444
Fax: (702) 925-7444
Email: jamestleavittesq@gmail.com,
leavittecf@gmail.com
Total Assets: $340,908
Total Liabilities: $1,272,747
The petition was signed by Joel Logan as owner.
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/G6AC4LY/RELIANCE_SECURITY_INC__nvbke-24-12701__0001.0.pdf?mcid=tGE4TAMA
REMARKABLE HEALTHCARE: Court OKs Interim Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Remarkable Healthcare of Carrollton LP
and affiliates to use cash collateral, on an interim basis, in
accordance with the budget, with a 10% variance, through July 26,
2024 or the conclusion of the final hearing on the Debtors' use of
cash collateral.
The Debtors require the use of cash collateral to pay post-petition
operating expenses and obtain goods and services needed to carry on
their businesses in a manner that will avoid irreparable harm to
their estates.
Alleon Capital Partners has asserted or may assert liens in the
Debtors' deposit accounts and cash. The Prepetition Indebtedness
was identified following the Debtors' review of UCC Financing
Statement filed with the Texas Secretary of State and review of the
Debtors' own records for deposit account control agreements.
The Debtors do not own the real estate, but instead operate the
Facilities through Lease Agreement and Security Agreements with
landlords GMP Dallas NH, Ltd., WAG Development, Ltd., Mustang NH,
LLC, and Guadalupe NH Development, Ltd. As of the Petition Date,
the Debtors are in arrears on their rent obligations to the
Landlords. In the aggregate, the Landlords are owed approximately
$2.19 million in unpaid rent, common area maintenance charges, and
taxes.
In exchange for the use of cash collateral, the Debtors have agreed
to provide adequate protection in the form of, among other things,
adequate protection liens, superpriority claims, and adequate
protection payments to protect the Secured Creditor against any
diminution in the value of their interests in the cash collateral
resulting from the use, sale, or lease of the cash collateral, the
subordination of the Secured Creditor's liens to the Carve-Out, and
the imposition of the automatic stay.
A copy of the order is available at https://urlcurt.com/u?l=LRHt14
from PacerMonitor.com.
About Remarkable Healthcare of Carrollton, LP
Remarkable Healthcare of Carrollton, LP and affiliates own and
operate nursing home facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-42098) on November 2,
2023. In the petition signed by Laurie Beth McPike, CEO, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Mark Castillo, Esq., at Carrington, Coleman, Sloman & Blumental,
LLP, represents the Debtor as legal counsel.
RESEARCH NOW: MSC Income Marks $9.6MM Loan at 40% Off
-----------------------------------------------------
MSC Income Fund Inc has marked its $9,665,000 loan extended to
Research Now Group, Inc. and Survey Sampling International, LLC to
market at $5,832,000 or 60% of the outstanding amount, as of March
31, 2024, according to a disclosure contained in MSC Income's Form
10-Q for the quarterly period ended March 31, 2024, filed with the
Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to Research Now
Group, Inc. and Survey Sampling International, LLC. The loan
accrues interest at a rate of 11.07% (SF+5.50%) per annum. The loan
matures on December 20, 2024.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
Tel: (713) 350-6000
About Research Now Group, LLC
and Dynata, LLC
Headquartered in Plano, Texas, Research Now Group, LLC (formerly
Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly
Survey Sampling International, LLC), provides data collection
services through online, mobile and offline surveys used by market
research firms, consulting firms and corporate customers.
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 Debtors as restructuring advisor.
Houlihan Lokey, Inc. represents the Debtors as investment banker.
Kroll Restructuring Administration LLC represents the Debtors as
notice and claims agent.
Gibson, Dunn & Crutcher LLP and Klehr Harrison Harvey Branzburg LLP
serve as counsel to the First Lien Ad Hoc Group, which includes
funds and accounts managed or advised by BlackRock Financial
Management, Inc.; Bain Capital Credit; Mudrick Capital Management,
L.P.; Sixth Street Credit Market Strategies Partners, LLC; and
Antares Holdings LP.
RESONATE BLENDS: Financial Strain Raises Going Concern Doubt
------------------------------------------------------------
Resonate Blends, Inc. disclosed in a Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern within the next 12 months.
For the three months ended March 31, 2024, the Company reported a
net loss of $3,688,470, compared to a net loss of $380,952 for the
same period in 2023.
As of March 31, 2024, the Company has an accumulated deficit of
$30,424,873. The company's ability to continue as a going concern
is contingent upon the successful completion of additional
financing arrangements and its ability to achieve and maintain
profitable operations. While the Company is expanding its best
efforts to achieve the above plans, there is no assurance that any
such activity will generate funds that will be available for
operations.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/yvyabwt4
About Resonate Blends
North Bergen, N.J.-based Resonate Blends, Inc. is a cannabis
holding company, which engages in the provision of cannabis-based
products.
As of March 31, 2024, the Company has $5,934,920 in total assets,
$6,000,985 in total liabilities, and total stockholders' deficit of
$66,065.
REWORLD HOLDING: Moody's Alters Outlook on 'B1' CFR to Negative
---------------------------------------------------------------
Moody's Ratings affirmed the ratings of Reworld Holding Corporation
(Reworld, fka Covanta Holding Corporation), including the B1
corporate family rating, B1-PD probability of default rating, Ba2
senior secured debt rating and B3 senior unsecured debt rating.
Concurrently, Moody's changed the outlook to negative from stable.
The negative outlook reflects Reworld's sustained high financial
leverage (above 7x), which Moody's expects to remain high for some
time. Further, continuing execution risk around integrating the
2023 Circon acquisition amid macro headwinds creates uncertainty as
to the timing for a material improvement in credit metrics and cash
flow. Reworld is also exposed to unplanned downtime at its
waste-to-energy (WtE) facilities, which could sustain negative free
cash flow.
RATINGS RATIONALE
Reworld's ratings reflect its high leverage, with Moody's adjusted
debt-to-EBITDA expected to remain near 7x, and exposure to
commodity price volatility, including weaker wholesale energy
prices. The company has reduced its exposure to cash or letters of
credit collateral margining requirements by converting hedge
counterparties to a lien-based security. However, this would dilute
the security for existing senior secured lenders if Reworld were
unable to perform on its energy supply obligations. Moody's
believes cash flow will rely on new contract wins and renewal
pricing for waste volumes as the merchant power market is
challenging. The company is facing lower revenue in its energy
business in the near term. Reworld has contracted a majority of its
energy revenue at a fixed price through 2028 but the unhedged
portion will remain exposed to volatile energy and recycled metal
prices. Reworld is also exposed to the industrial cycle through the
Circon acquisition, given its predominant focus on industrial
customers.
The ratings also reflect the company's stable waste volumes (about
70% of revenue), which are underpinned by long term contracts that
provide a source of recurring revenue. This helps to offset
volatility from Reworld's commodity businesses (energy/power and
recycled metals). Moody's expects favorable waste market
fundamentals and pricing, and a higher margin mix of specialty
("profiled") waste and related processing services, which were
augmented by the Circon business, to support revenue growth. This
will be aided by continued investments to improve WtE plant
efficiency and operating performance and a focus on realizing
acquisition synergies. Still, Moody's notes that unplanned WtE
plant outages have previously led to weaker earnings from waste
processing. Reworld's waste operations benefit from strategically
located infrastructure/assets of WtE facilities and transfer
stations. This makes the company well-positioned to benefit from
growing demand for its services amid declining landfill disposal
capacity in its key northeast US region and rising landfill
disposal costs.
Moody's expects Reworld to maintain adequate liquidity supported by
its cash balance and availability on the company's $600 million
revolving credit facility. Moody's also expects free cash flow to
turn positive over the next year though it will remain constrained
by high capital spending and high interest expense from incremental
debt undertaken to fund the Circon acquisition as well as a term
loan add-on in February 2024. Capital expenditures include
investments in WtE plant maintenance projects to reduce unscheduled
downtime, to expand materials processing facilities and to upgrade
in-plant metals recovery systems. The company had $28 million in
cash on hand and $487 million available on its revolving facility
at March 31, 2024. The revolver is subject to a springing
first-lien net leverage covenant, tested if borrowings exceed 35%
of the commitment. Moody's does not expect the covenant to be
tested through 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with a meaningful improvement in
operating results such that debt-to-EBITDA is expected to remain
below 5x, EBIT margin above 5% and funds from operations to debt
above 10%. Mitigating operational and market risks such that
earnings and cash flow are more consistent and predictable would
also be important considerations for a ratings upgrade. Good
liquidity, including consistently positive free cash flow and
maintaining ample availability on the revolving credit facility,
would also be a prerequisite for an upgrade.
The ratings could be downgraded with a lack of steady reduction in
debt-to-EBITDA toward 6x over the next year and EBITDA less
capex-to-interest sustained at or below 1.0x. Weakening liquidity,
including increased revolver reliance or sustained negative free
cash flow, could also lead to a downgrade. Additionally, a decline
in revenue or margins driven by plant outages and/or inability to
increase pricing and control costs would also pressure the ratings.
Further, debt funded acquisitions or shareholder renumeration that
weaken the metrics could also result in a rating downgrade, as
would challenges with successfully integrating acquisitions.
LIST OF AFFECTED RATINGS
Issuer: Reworld Holding Corporation
Affirmations:
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Bank Credit Facility, Affirmed Ba2
Senior Unsecured, Affirmed B3
Outlook Actions:
Outlook, Changed To Negative From Stable
Issuer: National Finance Authority, NH
Affirmations:
Senior Unsecured Revenue Bonds, Affirmed B3
Issuer: Niagara Area Development Corporation
Affirmations:
Senior Unsecured Revenue Bonds, Affirmed B3
Issuer: Pennsylvania Economic Dev. Fin. Auth.
Affirmations:
Senior Unsecured Revenue Bonds, Affirmed B3
Issuer: Virginia Small Business Financing Authority
Affirmations:
Senior Unsecured Revenue Bonds, Affirmed B3
The principal methodology used in these ratings was Environmental
Services and Waste Management published in May 2023.
Reworld Holding Corporation, headquartered in Morristown, New
Jersey, is a leading developer, owner and operator of waste
management infrastructure with 38 waste-to-energy ("thermal
treatment") facility projects. Reworld is also focused on providing
sustainable waste solutions through its network of transfer
stations, materials processing facilities, and water treatment and
hazardous waste handling facilities. Waste services represented
approximately 70% of consolidated revenue for the year ended
December 31, 2023, while electricity and steam represented roughly
20% and the remainder came from recycled metals and other
businesses. Reworld reported total revenue of about $2.44 billion
for the same period.
Reworld is a portfolio company of EQT Investors (EQT), a private
equity firm, following a leveraged buyout in November 2021.
RITE AID: Legal Team Reassures Creditors of Chapter 11 Survival
---------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that Rite Aid Corp.'s
legal team sought to reassure creditors that the bankrupt pharmacy
chain will survive Chapter 11, saying the company is still working
with banks and a key bondholder group on a rescue deal that has
taken longer than expected to finalize.
A bondholder group slated to take the keys to the company is
expected to inject new cash into the business while banks have
agreed in principle to economic terms for exit financing, Rite Aid
lawyer Aparna Yenamandra said Friday during a hearing in New
Jersey.
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited
mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In
the petition signed by Jeffrey S. Stein, chief executive officer
and chief restructuring officer, Rite Aid disclosed $7,650,418,000
in total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, and Alvarez & Marsal North America, LLC, as financial, tax
and restructuring advisor. Kroll Restructuring Administration is
the claims and noticing agent.
ROBBIN BROS: MSC Income Marks $3.7MM Loan at 28% Off
----------------------------------------------------
MSC Income Fund Inc has marked its $3,740,000 loan extended to
Robbins Bros. Jewelry, Inc to market at $2,708,000 or 72% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in MSC Income's Form 10-Q for the quarterly period ended
March 31, 2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to Robbins Bros.
Jewelry, Inc. The loan accrues interest at a rate of 12.50% per
annum. The loan matures on December 15, 2026.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer & Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
Robbins Bros. Jewelry, Inc. offers retail sale of jewelry such as
diamonds and other precious stones engagement rings, chain,
necklaces, and bracelets. Robbins Bros. Jewelry serves customers in
the United States.
RODAN & FIELDS: Moody's Cuts CFR to C & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings downgraded all ratings of Rodan & Fields, LLC ("R +
F"), including its Corporate Family Rating to C from Caa3,
Probability of Default Rating to C-PD from Caa3-PD, the rating of
super priority second out term loan to Caa1 from B2, the ratings of
super priority extended third out term loan and non-extended first
lien term loan to C from Ca. The rating outlook changed to negative
from stable.
The downgrades reflect R + F's heightened liquidity and default
risks, including the high potential for a distressed exchange. The
downgrades also reflect weak recovery prospects for R+F's creditors
if there is a default. Even though the company has been working on
strategic initiatives to turn around the business since 2021 and
expanded categories to haircare in 2022, R+F's independent sales
consultant base has been shrinking and the company's revenue and
earnings continue to decline. Moody's believes that changes in
consumer shopping patterns and the reduced attractiveness of the
business opportunity as an independent consultant are negatively
affecting the company's direct selling model. R + F is also facing
ongoing competition from large well capitalized competitors as well
as a large number of independent brands. Rising leverage and
negative free cash flow are weakening the company's flexibility to
invest.
Moreover, the company's liquidity has meaningfully deteriorated
even after the company's debt exchange in May 2023 and Moody's
believes the company will not have sufficient liquidity to meet
required cash outflow in the next 6-12 months. As of April 30,
2024, R+F had $32.6 million cash on hand and no availability on the
$50 million committed revolver. In April 2024, the company fully
drew the remaining unused capacity on the $50 million committed
revolving credit facility to ensure access to that liquidity.
Moody's expects the company will have negative $15-$25 million of
free cash flow in 2024 even after the company generated modest free
cash flow in Q1 2024. Most of the first quarter cash inflows were
due to a reduction in working capital, which Moody's views as
temporary benefit that cannot be sustained. The company is also
facing a step-up in cash interest payments in June 2024 as R+F will
no longer have the option to pay-in-kind interest on 40% of the
outstanding term loan balances. Moreover, the minimum liquidity
covenant on the revolver will step up to $30 million in July 2024
from the current $25 million level, which Moody's expects the
company will have difficulties to meet without an amendment. R+F
also had challenges to provide 2023 audited financials to lenders
within the original 120 day deadline and received an extension from
the lenders until the end of May to complete the audit.
The rating outlook was changed to negative because Moody's believes
R + F's weak liquidity in the next 12 months leads to very high
default risk including the potential for a distressed exchange
transaction as well as the risk that recovery values will
deteriorate further.
RATINGS RATIONALE
The C CFR reflects R + F's very high default risk including the
potential for a distressed exchange transaction, the company's
unsustainable capital structure and weak liquidity for the next 12
months. The ratings also consider the company's reduced scale with
revenue now below $600 million, expectation of continued declines
in earnings, and relatively high debt-to-EBITDA leverage at 7.7x
for 12-month ending September 30, 2023. The high interest burden
following the debt exchange in May 2023 and declining EBITDA leads
to negative free cash flow. The company has limited geographic
diversity and faces high and increasing competition from larger and
better capitalized competitors. Products are somewhat discretionary
and vulnerable to consumer spending pullbacks and focused largely
within the skincare segment. The company's 2022 category expansion
to haircare is credit positive and expands its total addressable
market. However, the revenue and earnings generated from haircare
category has been limited thus far. While R + F is implementing
strategies to turn around the business, the consultant base
continues to shrink. With weak and deteriorating liquidity, the
company is running out of time to stabilize its consultant base.
The rating is supported by the company's good brand name
recognition in niche markets and well-regarded skincare products.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Instrument ratings could be downgraded if estimated recovery values
continue to deteriorate beyond the current expectations or if
liquidity weakens further.
Before Moody's would consider an upgrade, R + F would need to
stabilize sales representative counts, revenue and earnings, and
improve liquidity to a level that is sufficient to meet debt
service.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Based in San Francisco, CA, Rodan & Fields, LLC is a direct seller
of skin and hair care products. The company operates through a
multi-level marketing system that consists of over 100,000
consultants, largely in the US. R + F is majority owned by TPG
Capital. The founders of the business, Dr. Katie Rodan and Dr.
Kathy Fields, are actively involved to support the company,
including with respect to R&D and company strategy. The company
generated about $600 million in revenue for the 12-month ending
September 30, 2023.
ROOFSMITH RESTORATION: Court OKs Cash Collateral Access Thru June 1
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized Roofsmith Restoration, Inc. to use
cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance, through June 19, 2024.
The Debtor requires the use of cash collateral to pay expenses
needed to manage and preserve its assets during the initial stages
of the bankruptcy proceedings.
To ensure that Premier Bank and the MCA Lenders are adequately
protected against any diminution in the value of the prepetition
collateral as a result of Debtor's use of cash collateral, the
Debtor will pay interest to Premier Bank in the approximate amount
of $5,039 per month, and provide replacement liens to Premier Bank
and the MCA Lenders to the same extent, amount, and priority of
their respective prepetition security interests, if any, in cash
collateral in existence as of the Petition Date.
The first payment will be on June 1, 2024, which amount represents
interest under the Premier Bank loan agreement.
As adequate protection for any post-petition diminution in value of
Premier Bank's Cash Collateral and the MCA Lenders' cash
collateral, Premier Bank and the MCA Lenders are each granted
post-petition liens to the same extent, amount, and priority as
their respective prepetition security interests, if any, in cash
collateral.
A final hearing on the matter is set for June 18 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=mEImsh
from PacerMonitor.com.
About Roofsmith Restoration, Inc.
Roofsmith Restoration, Inc. is a roofing, siding, insulation, and
gutter company/contractor specializing in roof replacement,
restoration, and repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50743) on May 20,
2024. In the petition signed by Michael Farist, president/CEO, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Alan M. Koschik oversees the case.
Marc B. Merklin, Esq., at BROUSE MCDOWELL, LPA, represents the
Debtor as legal counsel.
RYVYL INC: Incurs $2.69 Million Net Loss in First Quarter
---------------------------------------------------------
Ryvyl Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $2.69 million
on $16.77 million of revenue for the three months ended March 31,
2024, compared to a net loss of $7.98 million on $11.29 million of
revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $131.87 million in total
assets, $111.40 million in total liabilities, and $20.47 million in
total stockholders' equity.
Ryvyl said, "Since February 2024, the Company's North America
segment has been experiencing a significant decline in revenue,
which is the direct result of having to abruptly transition its
QuickCard product from terminal-based to app-based processing.
While this decline in revenue is considered temporary, it has
adversely impacted the Company's liquidity in the short term,
within the North America segment. As a result, management has
determined that the Company's cash and cash equivalents as of March
31, 2024 are not sufficient to fund the North America segment's
operations and capital needs for the next 12 months from the
issuance of this Report.
"As a result of the developments described above, substantial doubt
exists about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is contingent
upon the successful execution of management's intended plan over
the next twelve months to improve the liquidity of its North
America segment, which includes, without limitation:
* acceleration of the Company's business development efforts to
drive volumes in diversified business verticals;
* the implementation of cost control measures to more
effectively
manage spending in the North America segment and right sizing
the organization, where appropriate;
* the sale of certain noncore assets; and
* repatriation of offshore profits from the Company's European
subsidiaries, whose continued accelerated growth and generation
of positive cash flow have already provided, and will continue
to provide, an immediate and viable short-term source of
capital
during this product transition (to date, the Company has
repatriated $7.5 million from Europe).
"Management has assessed that its intended plan is appropriate and
sufficient to address the liquidity shortfall in its North America
segment. However, there can be no guarantee that we will be
successful in implementing our plan, that our projections of our
future capital needs will prove accurate, or that any additional
funding will be sufficient to continue our operations in the North
America segment. The unaudited consolidated financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern. The report of
the Company's independent auditor on the consolidated financial
statements for the year ended December 31, 2023 contains an
explanatory paragraph referring to a substantial doubt concerning
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/1419275/000118518524000500/ryvyl20240331_10q.htm
About Ryvyl
RYVYL Inc., headquartered in San Diego, CA, is a financial
technology company that develops, markets, and sells innovative
blockchain-based payment solutions, which the Company believes
offer significant improvements for the payment solutions
marketplace. The Company's core focus is to develop and monetize
disruptive blockchain-based applications, integrated within an
end-to-end suite of financial products, capable of supporting a
multitude of industries. The Company's proprietary,
blockchain-based systems are designed to facilitate, record and
store a virtually limitless volume of tokenized assets,
representing cash or data, on a secured, immutable blockchain-based
ledger.
Rowland Heights, CA-based Simon & Edward, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 26, 2024, citing that there has been a notable
decrease in processing volume during the first quarter of 2024
subsequently, primarily due to the transition of the QuickCard
product in North America. This transition has resulted in a
significant decline in processing volume and revenue, consequently
affecting the Company's short-term cash flow for operating
activities. The cash flow shortage has jeopardized its ability to
continue as a going concern.
SABRE HOLDINGS: Moody's Alters Outlook on 'B3' CFR to Negative
--------------------------------------------------------------
Moody's Ratings affirmed Sabre Holdings Corporation's (Sabre or the
Company) B3 Corporate Family Rating and B3-PD Probability of
Default Rating. Moody's also affirmed the B3 rating on Sabre GLBL
Inc.'s (a wholly-owned subsidiary of Sabre) backed senior secured
notes and senior secured bank credit facilities. Moody's also
affirmed the B2 rating on Sabre Financial Borrower, LLC's backed
senior secured term loan. The outlook was changed to negative from
stable and the Speculative Grade Liquidity rating was maintained at
SGL-2.
The negative outlook reflects significant execution risk related to
Sabre's plan to grow revenue, EBITDA and free cash flow and reduce
leverage to a level that is consistent with the B3 CFR. While
leverage could fall to below 10x by the end of 2025, and approach
mid 7x by the end of 2026, leverage is currently very high at over
16x (Q1 LTM). Growth initiatives and cost savings are expected to
be the main drivers of improvement but the planned contribution
from both have been revised down materially following year end
2023. Additionally, the company's PIK note is increasing the
related debt obligation at a fast clip and, if not refinanced
before 2026, will absorb a significant portion of free cash flows
when it converts to cash-pay. There is also a large wall of
maturities of close to $2.7 billion in 2027 that will most
certainly not be covered by internal sources of liquidity. This
makes Sabre fully dependent on the debt capital markets to roll
much of those maturities with limited capacity for any incremental
rate relative to current market pricing.
RATINGS RATIONALE
Sabre's B3 CFR reflects governance risk (as reflected in the G-4
Governance Issuer Profile Score and CIS-4 Credit Impact Score)
driven by high leverage (16.6x Q1 LTM) weak profitability (10.5%
EBITDA margin Q1 LTM), and negative free cash flow (-$34 million Q1
LTM). The company continues to be challenged and disadvantaged by a
high mix of corporate and long-haul international travel which has
been the slowest to recover from the pandemic. The nature of this
travel demand is constrained by both medium term disruptions (e.g.
regional conflicts, airplane and pilot shortage) and longer-term
more structural changes including hybrid work arrangements.
Additionally, bookings of direct-to-consumer and direct-to-online
travel agents is rising, in part due to more demand for low-cost
carriers and the emergence of the New Distribution Channel (NDC)
technology platform, both of which slows global distribution system
(GDS) volume growth. The company is also burdened by high borrowing
costs which are near 10% (weighted average cost of reported debt),
and in excess of EBITDA.
Despite the challenges, the Company has a long operating history
and a strong and established market position as the number two
provider of Global Distribution System (GDS) services globally,
with a market share which management represents is near mid 30%.
The Company is also focused on material deleveraging from about
12.8x net leverage (management calculation) at year end 2023, to
2.5x-3.5x (about 1 turn lower than Moody's adjusted). The capital
allocation policy is to use all free cash flows for debt repayment
until the leverage target is reached. Secular demand for travel
remains strong which should support some GDS volume growth, while
planned cost efficiencies (which are relatively controllable) and
near-term growth initiatives should help drive profitability and
cash flows materially higher.
Liquidity is good (SGL-2), supported by a large cash balance of
approximately $629 million at the end of the last quarter end which
is more than sufficient to cover all basic obligations over the
next 12 months including maturities. The company does not maintain
revolving credit facilities (but does have an accounts receivable
securitization program). The company's private credit term loan
(the PIK facility) is subject to a minimum asset coverage test of
75% (e.g., subsidiary guarantors must hold at least 75% of total
gross consolidated assets within the foreign entities in the
guarantor structure) and the guarantors and their subsidiaries are
subject to a minimum liquidity covenant of at least $100 million.
Alternate liquidity is limited given the largely secured capital
structure, very thin market capitalization, and asset lite-business
model.
The senior secured loans and notes, issued at Sabre GLBL Inc.,
Sabre Holdings Corporation's wholly owned direct subsidiary, are
rated B3, equal to Sabre's Corporate Family Rating (CFR) given the
predominance of this debt class in the capital structure. Security
for the existing senior secured lenders includes the assets of all
domestic subsidiaries and a 2/3 stock pledge of the stock of
foreign subsidiaries. The notes are guaranteed by Sabre Holdings
Corporation and each of Sabre GLBL's existing and future
subsidiaries that are borrowers or guarantors of the senior secured
credit facilities. The senior secured term loan (with a PIK
feature) issued at Sabre Financial Borrower, LLC (a subsidiary of
Sabre Holdings Corporation) is rated B2, one notch above the
existing senior secured lenders, because they have a priority claim
over the existing secured claims with a guarantee from the majority
of Sabre's foreign assets limited to $400 million. The credit
ratings on senior secured debt also reflects support provided by
subordinate and unrated exchangeable notes and Moody's expectation
for an average family recovery in a default scenario.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although not expected over the medium term, ratings could be
upgraded if debt to EBITDA (Moody's adjusted) is sustained below
5.5x (Moody's adjusted) and free cash flow to debt is sustained in
the mid-single digit percent range. A positive rating action could
also be conditional on successfully refinancing upcoming maturities
well in advance, operating performance is consistent with
management's plan, liquidity improves, and there are no material
unfavorable changes in the company's market position, scale, or
diversity.
Ratings could be downgraded if debt to EBITDA (Moody's adjusted)
does not materially improve over the next 12 to 18 months such that
Moody's believes the capital structure may be unsustainable. A
negative rating action could also be considered if liquidity
declines, near term debt maturities are not successfully refinanced
well in advance, if operating performance deviates from
management's plan, or there are material unfavorable and sustained
changes in the company's market position, scale, diversity, or
business model.
Based in Southlake, TX, Sabre Holdings Corporation's business is
organized in two segments. The Travel Solutions segment includes
revenues from Global Distribution System (GDS) services (a
software-based passenger reservation system) as well as from
commercial and operations offerings to the airline industry. The
Hospitality Solutions segment includes distribution, operations,
and marketing offerings for the hotel industry. Revenue for the
last twelve months ended March 31, 2024 was approximately $2.9
billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SC HEALTHCARE: Petersen Assets Sale Proceeds After Dispute Settled
------------------------------------------------------------------
Zahida Siddiqi of Skilled Nursing News reports that Petersen Health
mulling offers to sell nursing homes as dispute with lender settled
amid bankruptcy.
The sale of Petersen Health Care's properties will now proceed
after a deal was reached with one of its lenders to allow a
court-appointed receiver to maintain operations of the nursing home
giant's eight Illinois facilities.
Among the largest nursing home operators in the nation, Petersen
filed for bankruptcy in March 2024.
The sale of these properties was delayed due to last month's
dispute with the lender – X-Caliber Funding LLC – over whether
Petersen could even file for bankruptcy on behalf of the eight
Illinois properties currently being managed by the court-appointed
receiver, Michael Flanagan, an attorney specializing in long-term
care.
Following the agreement, Petersen and X-Caliber will now go forth
with a plan set in place in January in which Flanagan would take
charge of the eight facilities, Monday's, May 13, 2024, hearing in
federal bankruptcy court shows, the Peoria Journal Star reported.
If the properties are not sold by July 15, 2024, their ownership
would revert to Flanagan.
Petersen's attorney Daniel McGuire, said the bankruptcy allowed the
company to remain operational pending a sale to one or multiple
buyers.
"These homes have tremendous value as nursing homes and long-term
care facilities, but not a tremendous amount of value as empty
pieces of real estate," McGuire told the Peoria Journal Star. "What
we're looking to achieve by keeping things operational will not
only benefit the residents, it is also critical to making sure that
we can repay our secured and unsecured creditors in these cases."
The sale process was delayed by the data breach, he said.
Court documents show that as of May 1, 2024, Petersen had received
20 bids for its properties, including one that would include 41
facilities and another that would involve nearly all of Petersen's
90 properties.
McGuire believes that the company could get around $300 million if
the company's 90 facilities across the Midwest are sold.
Petersen operates facilities across Missouri, Iowa and Illinois.
The company employs nearly 4,000 staff, and its properties have the
capacity to house 6,796 residents. Its revenue in 2023 was more
than $339.7 million.
X-Caliber is a bridge lender, providing short-term financing for
acquisitions, cash-out refinances, and value-add transactions
related to senior housing and care facilities, among other asset
types. It owns properties in Galesburg, Knoxville, Monmouth, El
Paso, Flanagan, Kewanee and Polo.
Petersen filed for Chapter 11 bankruptcy on March 20 with more than
$295 million in debt to multiple creditors, including X-Caliber,
citing a slow post-pandemic recovery, inflation pressures, high
operational costs, and staffing problems.
About $45 million of that debt Petersen owes is under health care
facility loans insured by the Department of Housing and Urban
Development (HUD).
Petersen has enlisted Walker & Dunlop Investment Sales to broker
the sale of the properties.
Skilled Nursing News reached Petersen for comment on these
developments, but a response hadn't been received by the time of
publication.
About Petersen Health Care Inc.
SC Healthcare Holding, LLC, et al., comprise one of the largest
nursing home operators in the United States and work in partnership
with physicians, skilled nurses, and other health care providers in
order to provide various healthcare and rehabilitation services
for elderly citizens in Illinois, Missouri, and Iowa.
SC Healthcare Holding, LLC, and its affiliates, including Petersen
Health Care, Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March
20, 2024. In the petition signed by David R. Campbell as authorized
signatory, SC Healthcare disclosed up to $100 million to
$500 million in assets and $100 million to $500 million in
liabilities.
Judge Hon. Thomas M Horan oversees the case.
Young Conaway Stargatt & Taylor, LLP, and Winston & Strawn LLP,
serve as the Debtors' legal counsel.
SCILEX HOLDING: Sends Letter to Congress on Market Manipulation
---------------------------------------------------------------
Scilex Holding Company issued a press release announcing that the
Company had sent a letter to the U.S House of Representatives on
illegal market manipulation of its common stock.
The practice of manipulative or abusive "naked short" selling or
maintaining "naked short" positions may constitute a violation of
SEC Regulation SHO. Scilex Management is determined to combat
manipulative and illegal short selling of Scilex common stock which
has the effect of reducing shareholder value and infringing on
shareholders' rights.
About Scilex Holding
Headquartered in Palo Alto, CA, Scilex Holding Company is an
innovative revenue-generating company focused on acquiring,
developing and commercializing non-opioid pain management products
for the treatment of acute and chronic pain. Scilex targets
indications with high unmet needs and large market opportunities
with non-opioid therapies for the treatment of patients with acute
and chronic pain and are dedicated to advancing and improving
patient outcomes. Scilex's commercial products include: (i) ZTlido
(lidocaine topical system) 1.8%, a prescription lidocaine topical
product approved by the U.S. Food and Drug Administration for the
relief of neuropathic pain associated with postherpetic neuralgia,
which is a form of post-shingles nerve pain; (ii) ELYXYB, a
potential first-line treatment and the only FDA-approved,
ready-to-use oral solution for the acute treatment of migraine,
with or without aura, in adults; and (iii) Gloperba, the first and
only liquid oral version of the anti-gout medicine colchicine
indicated for the prophylaxis of painful gout flares in adults,
expected to launch in the first half of 2024.
San Diego, California-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 11, 2024, citing that the Company has negative
working capital, has suffered losses from operations, has recurring
negative cash flows from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
SCIONTI CONSTRUCTION: Kicks Off Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
On May 14, 2024 Scionti Construction Group LLC filed for Chapter 11
protection in the Southern District of New York. According to court
documents, the Debtor reports $3,874,749 in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 13, 2024 at 1:30 P.M. at the Office of UST (TELECONFERENCE
ONLY).
About Scionti Construction Group LLC
Scionti Construction Group LLC is the owner of real property
located at 7454 School House Road valued at $1.65 million and eight
unimproved properties in Ocala valued at $360,000.
Scionti Construction Group LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22427) on May
14, 2024. In the petition signed by Joseph Anthony Scionti, as
managing member, the Debtor reports total assets of $2,040,000 and
total liabilities of $3,874,749.
Honorable Bankruptcy Judge Sean H Lane oversees the case.
The Debtor is represented by:
H. Bruce Bronson, Jr., Esq.
Bronson Law Offices, P.C.
PO Box 452700
Miami, FL 33143
Tel: (914) 269-2530
Fax: (888) 908-6906
Email: hbbronson@bronsonlaw.net
SIGYN THERAPEUTICS: Incurs $758K Net Loss in First Quarter
----------------------------------------------------------
Sigyn Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $758,088 on $0 of net revenues for the three months ended March
31, 2024, compared to a net loss of $1.34 million on $0 of net
revenues for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $323,295 in total assets,
$4.34 million in total liabilities, and a total stockholders'
deficit of $4.02 million.
The Company had an accumulated deficit of $12,099,600 at March 31,
2024, had a working capital deficit of $4,100,320 at March 31,
2024, had net losses of $758,088 and $1,341,036 for the three
months ended March 31, 2024 and 2023, respectively, and net cash
used in operating activities of $235,612 and $562,573 for the three
months ended March 31, 2024 and 2023, respectively, with no revenue
earned since inception, and a lack of operational history.
According to the Company, these matters raise substantial doubt
about the Company's ability to continue as a going concern.
Sigyn said, "While the Company is attempting to expand operations
and increase revenues, the Company's cash position may not be
significant enough to support the Company's daily operations.
Management intends to raise additional funds by way of a public
offering or an asset sale transaction. Management believes that
the actions presently being taken to further implement its business
plan and generate revenues provide the opportunity for the Company
to continue as a going concern. While management believes in the
viability of its strategy to generate revenues and in its ability
to raise additional funds or transact an asset sale, there can be
no assurances to that effect or on terms acceptable to the Company.
The ability of the Company to continue as a going concern is
dependent upon the Company's ability to further implement its
business plan and generate revenues."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1642159/000149315224019221/form10-q.htm
About Sigyn
Headquartered in San Diego, California, Sigyn Therapeutics, Inc. is
a development-stage company that creates blood purification
technologies to overcome clearly defined limitations in healthcare.
Sigyn Therapy, its lead product candidate, is being advanced to
treat life-threatening conditions that are not addressed with
market-cleared drug agents. Candidate treatment indications
include endotoxemia, sepsis (a leading cause of hospital deaths),
community acquired pneumonia (a leading cause of infectious disease
deaths), drug-resistant bacterial infections, and emerging pandemic
viral threats.
New York, New York-based Kreit & Chiu CPA LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Feb. 20, 2024, citing that the Company has suffered
recurring losses from operations, has a net capital deficiency, and
negative cash flows from operating activities, therefore, the
Company has stated that substantial doubt exists about its ability
to continue as a going concern.
SKYX PLATFORMS: Incurs $9.68 Million Net Loss in First Quarter
--------------------------------------------------------------
Skyx Platforms Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $9.68 million on $18.98 million of revenue for the three months
ended March 31, 2024, compared to a net loss of $7.97 million on
$10,025 of revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $74.19 million in total
assets, $60.69 million in total liabilities, and $13.50 million in
total stockholders' equity.
The Company's liquidity sources include $19.7 million in cash and
cash equivalents, including restricted cash of $5.6 million, and
$1.2 million of working capital as of March 31, 2024. However, the
Company has a history of recurring operating losses and its net
cash used in operating activities amounted to $6.2 million and $4.1
million during the three months ended March 31, 2024 and March 31,
2023, respectively. The Company has also generated net cash
provided by financing activities of $3.6 million and $10.3 million
during the three months ended March 31, 2024 and 2023,
respectively. Accordingly, the Company's management cannot
ascertain that there is no substantial doubt that it will be able
to meet its obligations as they become due within one year after
the date that its financial statements are issued.
Management intends to mitigate such conditions by supporting its
continued growth, decreasing its cash used in operating activities
through increased revenues and increased margins from products sold
to large retailers and its internet portals, and to the extent
necessary, generate cash provided by financing activities through
its at the market offering or other equity or debt financing
means.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1598981/000149315224019244/form10-q.htm
About SKYX Platforms Corp.
Sky Platforms' mission is to make homes and buildings become
safe-advanced and smart as the new standard. SKYX has a series of
highly disruptive advanced-safe-smart platform technologies, with
over 90 U.S. and global patents and patent pending applications.
Additionally, the Company owns over 60 lighting and home decor
websites for both retail and commercial segments. Its technologies
place an emphasis on high quality and ease of use, while
significantly enhancing both safety and lifestyle in homes and
buildings. The Company believes that its products are a necessity
in every room in both homes and other buildings in the U.S. and
globally. For more information, please visit its website at
https://skyplug.com/
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
negative cash flows from operations and recurring net losses, which
raises substantial doubt about its ability to continue as a going
concern.
SM WELLNESS: Moody's Ups CFR to B3 & First Lien Secured Debt to B2
------------------------------------------------------------------
Moody's Ratings upgraded SM Wellness Holdings, Inc.'s (Solis)
corporate family rating to B3 from Caa2, the probability of default
rating to B3-PD from Caa2-PD, the rating on its backed first lien
senior secured facilities to B2 from Caa1 and the rating on its
backed second lien senior secured facilities to Caa2 from Caa3. The
outlook is maintained at stable.
The upgrade reflects improved performance over the last year and
Moody's view that the capital structure is no longer untenable.
Since the start of 2023, the company has raised $50 million of
equity to repay notes payable and to add cash to the balance sheet.
Cash burn, which has generally been tied to significant
growth-related capital investment, has also been lower than Moody's
expectations. Moody's now views liquidity to be good compared to
weak previously, reflecting $58 million of cash at March 31, 2024,
a fully available revolver, an unused delayed draw term loan, as
well as Moody's expectation for approximately breakeven free cash
flow over the next 12 to 18 months. Moody's does expect cash burn
to continue as the company pursues growth, largely tied to its
joint venture strategy.
Governance risk considerations are material to the ratings action,
reflecting Solis's equity raises since the beginning of 2023 to
repay notes payable and bolster liquidity.
RATINGS RATIONALE
Solis's B3 CFR is constrained by: 1) ongoing execution risk tied to
the company's aggressive debt-funded growth strategy involving
acquisitions, joint ventures and standalone facilities; (2) high
leverage, with debt to adjusted EBITDA above 7x after adjusting for
Solis's share of depreciation at unconsolidated joint ventures and
select add backs; (3) small scale and geographic concentration in
Texas; and (4) a narrow business focus on mammography, with around
half of revenues linked to voluntary screenings. Solis's ratings
benefit from: (1) a tailored service offering focused on breast
cancer screening and associated recurring revenue streams,
differentiating its business model from multimodal diagnostic
providers; (2) low reimbursement risk and a solid payor profile,
with limited exposure to government plans; and (3) partnerships
with strong healthcare networks providing supportive platforms for
expansion.
Solis has good liquidity. Sources total close to $83 million as of
March 31, 2024, consisting of cash on hand of $58 million
(excluding cash held at JVs) and full availability under a $25
million undrawn revolving credit facility expiring in April 2026.
Solis also has full access to a $40 million delayed draw term loan.
Moody's estimates uses of cash of approximately $35 million in
2024, largely consisting of discretionary joint venture
investments, in which the company has flexibility around. The
secured revolver is subject to a springing first lien leverage
covenant of 8x when more than 40% drawn, with which Moody's expects
the company to remain comfortably in compliance.
Solis's CIS-4 (previously CIS-5) indicates the rating is lower than
it would have been if ESG risk exposure did not exist. Solis has
exposure to social risks and governance considerations. Social
considerations (S-4) include a reliance on clinical reputation and
brand awareness to grow/maintain market share, cyber risks
associated with the storage of sensitive personal data and
litigation risks. Exposure to governance considerations (G-4,
previously G-5) reflects the aggressive financial policy, including
high financial leverage and history of debt-funded growth under
private equity ownership.
Solis's first lien facilities, consisting of $335 million of first
lien term loans, $90 million first lien delayed draw term loans,
and $25 million revolving credit facility, are rated B2, one notch
above the B3 CFR, reflecting higher recovery in the capital
structure. The $100 million second lien term loan and $25 million
of second lien delayed draw term loan are rated two notches below
the CFR, at Caa2, reflecting their junior position behind the first
lien debt. The debt is guaranteed by the holding company SM
Intermediate, Inc. and wholly-owned subsidiaries.
The stable outlook reflects Moody's view that financial leverage
will decline moderately and the company will maintain good
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Solis successfully executes its
growth strategy, evidenced by expanded scale and stable organic
growth. A demonstrated track record of positive free cash flow and
sustained Debt to EBITDA below 6x would also support an upgrade.
The ratings could be downgraded if operating performance
deteriorates or liquidity weakens.
Headquartered in Addison, Texas, Solis is a provider of mammography
services, dedicated to annual screenings, diagnostic mammograms,
breast ultrasounds, biopsies and bone density screenings. Solis is
majority owned by private equity sponsor Madison Dearborn
Partners.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SOD EXPRESS: Case Summary & Four Unsecured Creditors
----------------------------------------------------
Debtor: Sod Express Nursery, Inc
3775 N US Highway 17-92
Sanford, FL 32773
Chapter 11 Petition Date: May 29, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-02676
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
E-mail: jeff@bransonlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Randall A. Nellis as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/W3A5KVA/Sod_Express_Nursery_Inc__flmbke-24-02676__0001.0.pdf?mcid=tGE4TAMA
SOLDIER OPERATING: Gets Interim Approval to Tap Bankruptcy Counsel
------------------------------------------------------------------
Soldier Operating, LLC and Viceroy Petroleum, LP received an
interim approval from the U.S. Bankruptcy Court for the Western
District of Louisiana to employ Gold, Weems, Bruser, Sues &
Rundell, APLC as counsel.
The firm will render these services:
(a) advise the Debtors with respect to their powers and duties
in the continued operation of their business and management of
their property; and
(b) perform all legal services for the Debtors which may be
necessary herein.
The firm will be paid at these hourly rates:
Shareholders $300 - $435
Associates $265 - $310
Paralegals $90
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The firm received a retainer in the amount of $20,000.
Bradley Drell, Esq., a partner at Gold Weems Bruser Sues & Rundell,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Bradley L. Drell, Esq.
Gold Weems Bruser Sues & Rundell, APLC
P.O. Box 6118
Alexandria, LA 71307-6118
Tel: (318) 445-6471
Fax: (318) 445-6476
Email: bdrell@goldweems.com
About Soldier Operating
Soldier Operating, LLC and Viceroy Petroleum, LP filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. La. Lead Case No. 24-50387) on May 13, 2024. In the
petition signed by Matthew Ferguson, president, the Debtor
disclosed $5,615,631 in assets and $6,089,722 in liabilities.
Judge John W. Kolwe presides over the cases.
Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell,
APLC represents the Debtor as counsel.
SOLIGENIX INC: Adjourns Annual Meeting on May 30
------------------------------------------------
Soligenix, Inc. announced that its 2024 Annual Meeting of
Stockholders scheduled for and convened on May 23, 2024 has been
adjourned for the purpose of soliciting additional votes with
respect to the proposals described in the Company's definitive
proxy statement for the Annual Meeting filed with the Securities
and Exchange Commission on April 29, 2024.
The required quorum for the transaction of business at the Annual
Meeting is a majority of the voting power of shares of common stock
issued and outstanding on the record date. There was less than the
required voting power represented in person or by proxy at the
meeting. The Annual Meeting will be reconvened on May 30, 2024 at
9:00 a.m. Eastern Time and will continue to be held virtually via
live audio-only webcast at
www.virtualstockholdermeeting.com/sngx2024.
The record date for determination of stockholders entitled to vote
at the reconvened Annual Meeting remains the close of business on
April 10, 2024. At the time the Annual Meeting was adjourned,
proxies had been submitted by stockholders representing
approximately 48% of the shares of the Company's common stock
issued and outstanding as of the record date.
Stockholders as of close of business on April 10, 2024, the record
date for the Annual Meeting, are encouraged to vote as soon as
possible via the Internet at www.proxyvote.com or by phone at
1-800-690-6903 (have proxy card available). Eligible stockholders
may also vote by contacting the Company's proxy solicitor, Alliance
Advisors, at 1-833-782-7145.
About Soligenix
Headquartered in Princeton, NJ, Soligenix, Inc. --
http://www.soligenix.com-- is a late-stage biopharmaceutical
company focused on developing and commercializing products to treat
rare diseases where there is an unmet medical need. The Company
maintains two active business segments: Specialized BioTherapeutics
and Public Health Solutions.
Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 15, 2024, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
SOUND INPATIENT: 93% Markdown for $1.5MM NexPoint Loan
------------------------------------------------------
NexPoint Capital, Inc has marked its $1,555,556 loan extended to
Sound Inpatient Physicians, Inc to market at $108,000 or 7% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in NexPoint's Form 10-K for the Fiscal year ended March
31, 2024, filed with the Securities and Exchange Commission.
NexPoint is a participant in a Second Lien Term Loan to Sound
Inpatient Physicians, Inc. The loan accrues interest at a rate of
5.57% (SOFR + 675) per annum. The loan matures on June 26, 2026.
NexPoint Capital, Inc, incorporated on September 30, 2013
(inception date) as a Delaware limited liability company. NexPoint
Capital, Inc is an externally managed, non-diversified, closed-end
management Investment Company that has elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. The Company is an investment company and
accordingly follows the Investment Company accounting and reporting
guidance under Topic 946 of the Financial Accounting Standards
Board’s Accounting Standards Codification, as amended.
The fund is lead by President James D. Dondero, President and
Principal Executive Officer; and Frank Waterhouse, Treasurer,
Principal Accounting Officer and Principal Financial Officer. The
fund can be reach through:
James D. Dondero
NexPoint Capital, Inc
300 Crescent Court, Suite 700
Dallas, TX 75201
Tel: (972) 628-4100
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient's principal business is to provide
hospitalist services to hospitals and health plans designed to
improve the well-being of patients while reducing their associated
costs through the management of medical care. The company is
primarily owned by private equity sponsor Summit Partners and Optum
Health.
STAPLES INC: Sells About $4-Bil. Bonds, Loans to Refinance Debt
---------------------------------------------------------------
Maria Clara Cobo and Jeannine Amodeo of Bloomberg News report that
Staples Inc. sold $2.37 billion of bonds and a $1.6 billion loan
after sweetening their terms, clearing the way for the office
supply retailer to refinance a slug of its debt.
The company sold senior secured notes maturing in five years to
yield 11%, according to a person familiar with the matter. The
transaction was upsized by $250 million and yield increased
slightly from earlier price talk, said the person, who isn’t
authorized to speak publicly.
Staples also priced a $1.6 billion leveraged loan, downsized from
an initial $1.8 billion, according to a different person with
knowledge of the deal.
About Staples Inc.
Headquartered in Framingham, Mass., Staples, Inc., is a provider of
contract office supplies to corporations. The company was acquired
and taken private by affiliates of Sycamore Partners, a private
equity company.
STUDENT RESOURCE: MSC Income Marks $5.9MM Loan at 67% Off
---------------------------------------------------------
MSC Income Fund Inc has marked its $5,918,000 loan extended to
Student Resource Center, LLC to market at $1,925,000 or 33% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in MSC Income's Form 10-Q for the quarterly period ended
March 31, 2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to Student Resource
Center, LLC. The loan accrues interest at a rate of 8.50% per
annum. The loan matures on December 31, 2027.
The Loan was classified as non-accrual and non-income producing
debt investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
Student Resource Center, LLC provides Education Administration
Programs.
SURFER'S PARADISE: Case Summary & Four Unsecured Creditors
----------------------------------------------------------
Debtor: Surfer's Paradise Two, LLC
300 E. 35th Street
Garden City, ID 83714
Business Description: Surfer's Paradise is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)). The Debtor owns 10
properties in Garden City, ID having a
total current value of $8.13 million.
Chapter 11 Petition Date: May 28, 2024
Court: United States Bankruptcy Court
District of Idaho
Case No.: 24-00313
Judge: Hon. Benjamin P. Hursh
Debtor's Counsel: Steve Taggart, Esq.
OLSEN TAGGART PLLC
1449 E. 17th Street, Ste A
Idaho Falls, ID 83404
Tel: 208-552-6442
Email: staggart@olsontaggart.com
Total Assets: $8,131,250
Total Liabilities: $9,972,563
The petition was signed by Todd A. Weltner as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/264HBPI/Surfers_Paradise_Two_LLC__idbke-24-00313__0001.0.pdf?mcid=tGE4TAMA
SYNAPSE FINANCIAL: US Trustee Asks to Convert Case to Chapter 7
---------------------------------------------------------------
Mary Ann Azevedo of Yahoo! News reports that the US Trustee filed
an emergency motion seeking troubled fintech Synapse to be
liquidated via Chapter 7 bankruptcy.
The U.S. Trustee is asking to convert the company's debt
reorganization Chapter 11 bankruptcy into a liquidation Chapter 7,
according to court documents.
The U.S. Trustee wrote that the need for Chapter 7 resulted from
Synapse "grossly" mismanaging its estate so that losses were
continuing with little "reasonable likelihood of reorganization"
that would allow the company to emerge on the other side and carry
on.
This new development is significant because Synapse founder Sankaet
Pathak earlier this month alleged that its former partners owe it
millions, by its own accounting, and were not paying up. Those
partners have been insisting that Synapse’s allegations have "no
merit."
San Francisco-based Synapse, which operated a platform enabling
banks and fintech companies to develop financial services, was
founded in 2014 by Bryan Keltner and Pathak. It was providing those
types of services as an intermediary between banking partner Evolve
Bank & Trust and business banking startup Mercury, among others.
Synapse filed for Chapter 11 bankruptcy on April 22 and, at the
same time, announced its assets would be acquired by TabaPay.
But on May 9, TechCrunch reported that TabaPay's $9.7 million
planned purchase of Synapse's assets fell apart. At the time,
Synapse said the problem was banking partner Evolve Bank & Trust.
Evolve alleged that it was not involved in the sale, and was not to
blame. Mercury also claimed Synapse's allegations of being owed
money had "no merit."
But the infighting between the companies continued. On May 13,
Evolve Bank & Trust filed a motion for an order restoring access to
Synapse's dashboard system after all, eging that it had been denied
access to the startup's computer systems and had been forced to
freeze end user accounts.
The U.S. Trustee alleged, according to court documents, that
Synapse "inexplicably cut off access to its computer systems on a
weekend."
"While disputes exist among the parties there appears to be no
reasonable explanation for the Debtor [Synapse] cutting off access
to its computer systems and indeed the Debtor has since represented
that full access has been restored. There appears to be no dispute
that these actions have played a material role in end users losing
access to their funds. At a minimum, an independent fiduciary is
needed to see if a resolution can be reached that minimizes further
harm to depositors. For all these reasons, the Debtor has grossly
mismanaged the estate and ample cause exists to convert this case
to chapter 7."
Synapse admitted that it had "no more cash or approval to use any
cash after Friday, May 17, ."
A hearing is scheduled for the U.S. Trustee's emergency motion for
May 17, .
Hope remains that the proceedings could continue with no further
shenanigans. In a creditor committee meeting that took place on May
15, 2024 shared on LinkedIn by Fintech Business Weekly's Jason
Mikula, "it was suggested that fintech clients of Synapse might
provide some kind of funding to the company to enable it to keep
operating in Chapter 11, presumably in an attempt to resolve the
disruption to end users."
TechCrunch has reached out to Synapse for comment.
An Evolve spokesperson confirmed to TechCrunch that on May 11,
"Evolve Bank & Trust faced an unexpected challenge when Synapse
abruptly and without prior notice disabled our access to an account
and transaction information dashboard controlled by Synapse and
needed by Evolve. This sudden disruption significantly impacted our
ability to maintain the visibility and transparency that Evolve
needs to have into accounts and transactions. In response to this
situation, Evolve took swift and decisive action to safeguard the
security of end user funds and ensure compliance with applicable
laws. As a precautionary measure, we made the difficult decision to
freeze payment and card activity until we could successfully
re-establish access to the dashboard as well as receive necessary
account and transaction data and reports. While we understand the
inconvenience this may have caused, this step was taken with the
utmost consideration for the security and integrity of end user
accounts. Evolve continues to work diligently to obtain necessary
information from Synapse."
The spokesperson added that Evolve has not unfrozen this activity
because "Synapse has failed to provide daily transaction and
account information that is necessary to process transactions...The
account freeze was a precautionary measure to minimize the risks to
end users and to Evolve. At this time, Evolve is not aware of any
end user funds being lost as a result of Synapse denying Evolve
dashboard access."
The previous $9.7 million purchase price that TabaPay was going to
pay for Synapse's assets are significantly lower than the over $50
million in venture capital that Synapse had raised from investors
such as Andreessen Horowitz, Trinity Ventures and Core Innovation
Capital over time.
About Synapse Financial Technologies
Headquartered in San Francisco, California, Synapse Financial
Technologies, Inc. -- https://synapsefi.com/ -- is a
banking-as-a-service platform for embedded finance solutions
worldwide.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-10646) on April 22, 2024. In
the petition signed by Sankaet Pathak, chief executive officer, the
Debtor disclosed up to $50 million in assets and liabilities.
Judge Martin R. Barash oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P.,
is the legal counsel.
TABOR MANOR: Robert Gainer of Cutler Named Subchapter V Trustee
---------------------------------------------------------------
The Acting U.S. Trustee for Region 12 appointed Robert Gainer,
Esq., at Cutler Law Firm, P.C. as Subchapter V trustee for Tabor
Manor Care Center, Inc.
Mr. Gainer will be paid an hourly fee of $305 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Gainer declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert C. Gainer, Esq.
Cutler Law Firm, P.C.
1307 50th Street
West Des Moines, IA 50266
Telephone: 515-223-6600
Facsimile: 515-223-6787
Email: rgainer@cutlerfirm.com
About Tabor Manor Care Center
Tabor Manor Care Center, Inc. provides skilled nursing and
complementary and ancillary health care services in Fremont County,
Iowa counties. Tabor has approximately 46 beds in its skilled
nursing facility.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00636) on May 8,
2024. In the petition signed by Chris Worcester, assistant
administrator, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Lee M. Jackwig oversees the case.
Jeffrey D. Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, PC,
represents the Debtor as legal counsel.
TAKEOFF TECHNOLOGIES: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Takeoff Technologies, Inc.
203 Crescent Street
Suite 203
Waltham, Massachusetts 02453
Business Description: Founded in 2016 by a group of former grocery
executives, the Debtors operate one of the
leading eGrocery, micro-fulfillment solution
companies in the world. The Debtors'
business model centers around the sale,
subsequent maintenance, and support of the
equipment and software needed to operate
micro-fulfillment centers -- i.e., small,
automated, robotic warehouses called
micro-fulfillment centers, either placed in
grocery stores or near the end-shoppers.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
District of Delaware
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Takeoff Technologies, Inc. (Lead Case) 24-11106
Takeoff Technologies Canada, Inc. 24-11107
Takeoff Technologies Australia Pty Ltd. 24-11108
Takeoff Technologies FZE 24-11109
Takeoff International Subco India Pvt Ltd. 24-11110
Takeoff International Subco, LLC 24-11111
Judge: TBA
Debtors'
General
Bankruptcy
Counsel: Justin Bernbrock, Esq.
Robert B. McLellarn, Esq.
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
321 North Clark Street, 32nd Floor
Chicago, Illinois 60654
Tel: (312) 499-6300
Fax: (312) 499-6301
Email: jbernbrock@sheppardmullin.com
rmclellarn@sheppardmullin.com
- and -
Alexandria G. Lattner, Esq.
650 Town Center Drive, 10th Floor
Costa Mesa, California 92626
Tel: (714) 513-5100
Fax: (714) 513-5130
Email: alattner@sheppardmullin.com
Debtors'
Local
Bankruptcy
Counsel: Joseph M. Mulvihill, Esq.
Shella Borovinskaya, Esq.
Kristin L. McElroy, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: jmulvihill@ycst.com
sborovinskaya@ycst.com
kmcelroy@ycst.com
Debtors'
Financial &
Restructuring
Advisor: HURON CONSULTING SERVICES LLC
Debtors'
Investment
Banker: HURON TRANSACTION ADVISORY LLC
Debtors'
Notice,
Claims &
Ballot
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Brett M. Anderson as deputy chief
restructuring officer.
A copy of the Debtor's petition is now available for download.
Follow this link to get a copy today https://www.pacermonitor.com.
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. KNAPP, Inc. Trade $9,777,415
2124 Barrett Park Drive
Suite 100
Kennesaw, GA 30144
Attn: Gerald Hofer, Chief Executive Officer
PHONE: (678) 388‐2880
EMAIL: william.stenger@knapp.com
2. Hy‐Vee, Inc. Trade
$7,051,526
5820 Westown Parkway
West Des Moines, IA 50266‐8223
Attn: Jeremy Gosch, Chief Executive Officer
PHONE: (515) 267‐2800
EMAIL: jgosch@hy‐vee.com;
ProductInquiry@hy‐vee.com
3. KNAPP Systemintegration GmbH Trade $2,102,492
WlaltenbachstraBe 9
Leoben, Leoben 8700
Austria
Attn: Gerald Hofer, Chief Executive Officer
PHONE: +43 5 04953 0
EMAIL: ksi.aviso@knapp.com
4. Associated Wholesale Grocers, Inc. Trade $1,650,000
5000 Kansas Avenue
Kansas City, KS 66106
Attn: James Neumann, Senior Vice President
PHONE: (913) 288‐1000
5. Gunderson Dettmer Stough Trade $214,888
Villeneuve Franklin & Hachigan, LLP
550 Allerton St.
Redwood City, CA 94063
ttn: Jeffrey P. Higgins,
Managing Partner & Dom Barnett ‐ Controller
PHONE: (650) 321‐2400
EMAIL: jhiggins@gunder.com;
dbarnett@gunder.com
6. Doit International USA Inc Trade $210,354
5201 Great America Pkwy, Ste. 320
Santa Clara, CA 95054
Attn: Vadim Solovey, Chief Executive Officer
PHONE: +972 54‐289‐9342; (408) 831‐3500
EMAIL: billing@doit‐intl.com
7. Ricoh USA, inc. Trade $114,164
300 Eagleview Boulevard, Suite 20
Exton, PA 19341
Attn: Carsten Bruhn, President and CEO
PHONE: (610) 296‐8000
EMAIL: nicole.hinchey@ricoh‐usa.com
8. The Siemon Company Trade $79,293
101 Siemon Company Drive
Watertown, CT 06795
Attn: Henry Siemon, President & CEO
PHONE: (860) 945‐4200
EMAIL: accounts_receivable@siemon.com
9. invenia Trade $56,250
30 Sovereign Street
2nd Floor
Leeds, England LS1 4BA
United Kingdom
Attn: Jenny Barber - Finance Manager
PHONE: +44 20 8132 6898
EMAIL: jbarber@inveniagroup.com
10. PrepRite By Everidge Trade $49,238
15600 37th Ave N #100
Plymouth, MN 55446
Attn: Chris Kahler, President and Chief Executive Officer
PHONE: (888) 227‐1629
EMAIL: ar@everidge.com
11. Brilyant IT Solutions Pvt Ltd Trade $45,760
New Municipal No. 139, HAL Airport Road
Bengaluru (Bangalore) Urban, Karnataka 560008
India
Attn: Suresh Reddy, CEO
PHONE: +91 9739851757
EMAIL: debabrata.pattnaik@brilyant.com
lphani@brilyant.com
12. BDO USA LLP Trade $27,800
1 International Place
4th Floor
Boston, MA 02110
Attn: Wayne Berson, Principal,
Chief Executive Officer & Bob Kender,
IT RAS Managing Director
PHONE: (617) 422‐0700
EMAIL: arlockbox@bdo.com; wberson@bdo.com
13. Oracle Netsuite Trade $24,064
2300 Oracle Parkway
Austin, TX 94065
Attn: Evan Goldberg, Executive Vice President
PHONE: (571) 831‐7379
EMAIL: collectionsteam_us@oracle.com
14. LinkedIn Corporation Trade $20,793
1000 W Maude Ave
Sunnyvale, CA 94085
Attn: Ryan Roslansky,
Chief Executive Officer & Megan Straub,
Account Director
PHONE: (415) 913‐2863
EMAIL: mstraub@linkedin.com,
ar‐receipts@linkedin.com
15. Upshop Trade $20,000
401 East Jackson Street
Suite 3300
Tampa, FL 33602
Attn: Shamus Hines, Chief Executive Officer
PHONE: (813) 849‐1818
EMAIL: accounting@applieddatacorp.com
16. Postman Trade $18,552
201 Mission Street Suite 2375
San Francisco, CA 94105
Attn: Abhinav Asthana, CEO and co‐founder
PHONE: (415) 796‐6470
EMAIL: info@postman.com; abhinav@postman.com
17. ChartHop, Inc. Trade $18,453
130 Shore Road
Ste. 350
Port Washington, NY 11050‐2205
Attn: Ian White, Chief Executive Officer
PHONE: (315) 992‐8086
EMAIL: billing@charthop.com
18. Wrike Trade $16,893
70 N. 2nd Street
San Jose, CA 95113
Attn: President or General Counsel
PHONE: (650) 318‐3551
EMAIL: ar@team.wrik
19. Perfect Packet LLC Trade $12,839
115 East First Street,
Suite 2E
Hinsdale, IL 60521
Attn: Zach Mau ‐ Co‐Founder
PHONE: (773) 598‐7280
EMAIL: contact@perfect‐packet.com
20. JAMF Software, LLC Trade $10,000
100 Washington Ave S
Suite 1100
Minneapolis, MN 55401
Attn: John Strosahl, Chief Executive Officer
PHONE: (612) 605‐6625
EMAIL: receivables@jamf.com; info@jamf.com
21. Morgan, Brown & Joy, LLP Trade $7,922
200 State Street,
Boston, MA 02109‐2605
Attn: Jaclyn L. Kugell ‐ Managing Partner
PHONE: (617) 523‐6666
EMAIL: jkugell@morganbrown.com
22. Schenker Australia Pty Ltd Trade $7,820
72‐80 Bourke Road
Alexandria, New South Wales
Australia
Attn: Jochen Thewes, Chief Executive Officer
PHONE: (02) 9333 0496
EMAIL: rasul.chepuwala@dbschenker.com;
jochen.thewes2@dbschenker.com
23. LinkEx, Inc. Trade $5,441
3535 N Houston School Rd
Suite 200
Lancaster, TX 75134
Attn: David Miller, Vice President and General Manager
PHONE: (678) 690‐5117
EMAIL: info@linkex.us
24. Lando & Anastasi, LLP Trade $5,249
60 State Street
23rd Floor
Boston, MA 02109
Attn: John N. Anastasi, Partner
PHONE: (617) 395‐7000
EMAIL: accounting@lalaw.com
25. RSM Australia Pty Ltd Trade $5,179
60 Castlereagh Street
Level 13
Sydney, New South Wales
Australi
Attn: Jamie O'Rourke, National Chairman
PHONE: +61 2 8226 4500
EMAIL: brooke.easton@rsm.com.au; jamie.orourke@rsm.com.au
26. Baker Tilly US, LLP Trade $5,022
10 Terrace Court
PO Box 7398
Madison, WI 53707‐7398
Attn: Adam L. Grinde, CPA, Managing Partner
PHONE: (608) 249‐6622
EMAIL: e‐invoice@bakertilly.com
27. iDeals Trade $4,621
815 N Royal Street
Suite 202
Alexandria, VA 22314
Attn: President or General Counsel
PHONE: 1 (800) 471‐5636
EMAIL: accounts.receivable@idealscorp.com
28. Pitch Public Relations, LLC Trade $3,600
1820 E Ray Rd
Chandler, AZ 85225
Attn: Ann Noder, CEO/President
PHONE: (480) 263‐1557
EMAIL: ann@pitchpublicrelations.com
29. Peach Labs, Inc. Trade $3,569
108 S Jackson St
Suite 300
Seattle, WA 98104
Attn: Nishant Singh, Co‐Founder & CEO
PHONE: (619) 736‐6036
EMAIL: hello@peachd.com
30. ClearCompany LLC Trade $3,244
200 Clarendon St.
Floor 49
Boston, MA 02116
Attn: Andre Lavoie, CEO and Co‐Founder
PHONE: (617) 938‐3801
EMAIL: billing@clearcompany.com; info@clearcompany.com
TAMG REALTY: Leon Jones Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for TAMG Realty Inc.
Mr. Jones 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. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About TAMG Realty
TAMG Realty Inc. owns three properties in Georgia, having a total
current value of $4.7 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54636) on May 6, 2024,
with $4,846,000 in assets and $4,867,038 in liabilities. Tiffany
Gray, CEO, signed the petition.
Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor
as bankruptcy counsel.
TAMPA LIFE: Court OKs $7MM DIP Loan from UMB Bank
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living
to use cash collateral and obtain postpetition financing, on a
final basis.
The Debtor is permitted to obtain DIP Financing in an aggregate
principal amount not to exceed $500,000 on an interim basis and $7
million on a final basis, from UMB Bank, N.A., in its capacity as
Bond Trustee and Master Trustee.
The DIP facility is due and payable on the earliest to occur of:
(a) August 31, 2024;
(b) the closing date of any sale of all or substantially all
of the Borrower's assets pursuant to an order entered by the
Bankruptcy Court in the Bankruptcy Case;
(c) the acceleration of the DIP Loans and the termination of
the DIP Facility by the DIP Lender following the occurrence or
during the continuation of an Event of Default and passing of any
applicable cure periods; or
(d) the confirmation of a plan of reorganization or
liquidation for the Borrower in the Bankruptcy Case.
Interest on the DIP Loan Commitment will be at a fixed rate of the
Prime Rate as of the Petition Date + 1% per annum, which accrued
and unpaid interest will be due and payable on the Maturity Date.
Upon the occurrence and during the continuance of an Event of
Default, the DIP Loan Commitment and any accrued interest, fees and
other amounts owed hereunder, shall thereafter bear interest at the
Prime Rate as of the Petition Date + 3% per annum.
The Trustee will receive customary adequate protection in exchange
for its consent to the Debtor's use of "cash collateral" subject to
the Budget and for the priming of its liens by the liens securing
the DIP Facility including, but not limited to, replacement liens
in all PostPetition Collateral and the proceeds, rents, products
and profits therefrom, whether acquired or arising before or after
the Petition Date, to the same extent, priority and validity that
existed as of the Petition Date and supplemental liens against all
of the assets of the Debtor.
The Debtor is required to comply with these milestones:
(i) On Tuesday of each week (or such other day as may be
agreed upon by the Parties), the Debtor must make available
representatives reasonably acceptable to the DIP Lender and the
Trustee for a telephone conference call with the DIP Lender, the
Trustee, the Holders of the Bonds, and their respective agents,
advisors and/or representatives to discuss the cash flows and
operations of the Community, including the Debtor's compliance with
the Budget, the status of the sale process with respect to the sale
of substantially all of the Debtor's assets, and such other matters
as are relevant or are reasonably requested by the DIP Lender and
the Trustee;
(ii) On the Petition Date, the Debtor must file a bid
procedures and sale motion, in form and substance acceptable to the
Trustee and the DIP Lender, with respect to a sale of substantially
all of the Debtor's assets, and such bid procedures and sale motion
must provide for the marketing and sale of the Debtor's assets for
alternative uses other than as a senior living community;
(iii) On or before May 6, 2024, an order on the bid procedures
and sale motion, in form and substance reasonably acceptable to the
Trustee, must be entered;
(iv) Each date set forth in the sale timeline in the Bid
Procedures Order must constitute a Bankruptcy Milestone for
purposes of the Interim Order; and
(v) On or before May 6, 2024, the Final Order on the Motion
must be entered.
The Debtor is the initial and sole Obligated Group Member under the
Bond Documents and, as such, is obligated to UMB Bank, N.A., as
bond trustee under the Bond Indentures and as master trustee under
the Master Indenture. The Debtor is obligated to the Trustee for
the benefit of the beneficial Holders of the following series of
revenue bonds issued by the Florida Development Finance
Corporation:
(i) $58.650 million Senior Living Revenue Bonds (Tampa Life
Plan Village Project), Series 2020A;
(ii) $11.315 million Taxable Senior Living Revenue Bonds (Tampa
Life Plan Village Project), Series 2020B;
(iii) $2.820 million Senior Living Revenue Bonds (Tampa Life
Plan Village Project), Series 2022A; and
(iv) $6.180 million Taxable Senior Living Revenue Bonds (Tampa
Life Plan Village Project), Series 2022B. UMB Bank, N.A., in also
serving in the capacity of Trustee, as lender.
The amounts due and owing by the Debtor with respect to the Bonds
and the Master Obligations are:
(i) Unpaid principal on the Bonds in the aggregate amount of
$78.965 million, consisting of $58.650 million in principal amount
of the Series 2020A Bonds, $11.315 million in principal amount of
2020B Bonds, $2.820 million in principal amount of the Series 2022A
Bonds, and $6.180 million in principal amount of the Series 2022B
Bonds;
(ii) Accrued but unpaid interest on the Bonds in the aggregate
amount, as of April 4, 2024, of $7.919 million, consisting of
$5.555 million in accrued interest on the Series 2020A Bonds,
$1.331 million in accrued interest on the Series 2020B Bonds,
$277,437 in accrued interest on the Series 2022A Bonds, and $
755.097 in accrued interest on the Series 2022B Bonds; and
(iii) unliquidated, accrued and unpaid fees and expenses of the
Trustee and its professionals incurred through the Petition Date.
Such amounts, when liquidated, will be added to the aggregate
amount of the Bond Claim.
The events that constitute an "Event of Default" include:
(i) the failure to make payments on the DIP Loans (including
interest payments) or amounts due under the DIP Credit Agreement as
and when due;
(ii) the failure of the Debtor to pay all of its administrative
expenses in full in accordance with and subject to the terms as
provided for in the Budget;
(iii) the Interim Order becomes stayed, reversed, vacated,
amended or otherwise modified in any respect without the prior
written consent of the DIP Lender and the Trustee, except by the
Final Order;
(iv) failure to meet any of the Bankruptcy Milestones or other
covenants set forth in the Interim Order; and
(v) the Bid Procedures Order becomes stayed, reversed,
vacated, amended, or otherwise modified in any respect without the
prior written consent of the Trustee and the DIP Lender.
As adequate protection for the use of cash collateral, the Trustee
is granted valid, binding, enforceable, non-avoidable and perfected
priority replacement liens on all Post-Petition Collateral and the
proceeds, rents, products and profits therefrom, whether acquired
or arising before or after the Petition Date, to the same extent,
priority and validity that existed as of the Petition Date and all
of the assets of the Debtor.
A copy of the order is available at https://urlcurt.com/u?l=GX5tZG
from PacerMonitor.com.
About Tampa Life Plan Village, Inc.
Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living in Tampa,
Florida is a not-for-profit lifecare retirement.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01885) on April 5,
2024. In the petition signed by Ronald Shuck, director, the Debtor
disclosed up to $50 million in assets and up to $500 million in
liabilities.
Judge Roberta A. Colton oversees the case.
Steven R. Wirth, Esq., at Akerman LLP, represents the Debtor as
legal counsel.
TEDDER INDUSTRIES: MSC Income Marks $3.8MM Loan at 48% Off
----------------------------------------------------------
MSC Income Fund Inc has marked its $3,800,000 loan extended to
Tedder Industries, LLC to market at $1,985,000 or 52% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in MSC Income's Form 10-Q for the quarterly period ended
March 31, 2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to Tedder Industries,
LLC. The loan accrues interest at a rate of 12% per annum. The loan
was scheduled to mature last August 31, 2023.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
Tedder Industries is a manufacturer of gun holsters and accessories
for concealed carry in the United States.
TELEPHONE AND DATA: Moody's Puts Ba1 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Ratings placed Telephone and Data Systems, Inc.'s (TDS)
ratings on review for downgrade, including the Ba1 Corporate Family
Rating, Ba1-PD Probability of Default Rating, and Ba3 Preferred
Stock rating. Concurrently, Moody's placed United States Cellular
Corporation's (UScellular) (83% owned and controlled by TDS) Ba2
senior unsecured rating under review for downgrade. Moody's
maintained TDS's SGL-1 Speculative Grade Liquidity rating.
Previously, the outlook for both entities was stable.
On May 28, 2024, TDS announced it entered into a definitive
agreement to sell the wireless operations and approximately 30% of
UScellular's spectrum assets to T-Mobile for a purchase price of
$4.4 billion, including a combination of cash and up to
approximately $2 billion of assumed debt. The agreement follows the
strategic review process TDS announced in August of 2023. As part
of the sale, T-Mobile also entered into a long term master lease
agreement with UScellular to be become the anchor tenant on a
minimum of 2,015 incremental towers owned by UScellular, and extend
the lease term for the approximately 600 towers where T-Mobile is
already a tenant.
According to TDS, net proceeds from the sale will be used to, among
other things, continue to invest in the company's fiber build-out
program, reduce leverage, and return capital to shareholders.
Management expects the sale to T-Mobile to be completed by the
second half of 2025, subject to the satisfaction of customary
conditions and regulatory approvals.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The ratings on review for downgrade reflects TDS's significantly
smaller operating scale (as measured by revenue and EBITDA) and
reduced revenue diversification pro forma for the transaction as
well as uncertainty as to the post-transaction capital structure
and financial policies. Post-transaction, TDS's revenue base will
be around 70% lower and it will become largely dependent on revenue
from wireline (including cable and broadband connections) spread
across 32 states. Moody's review will focus on (i) the transaction
concluding as planned upon receipt of shareholder approvals (ii) an
assessment of TDS's remaining assets (including the company's
remaining wireless spectrum holdings, its portfolio of more than
4,300 wireless towers, and more than $150 million in annual income
from its partnership with Verizon) and the company's plan for
holding or possibly disposing of select assets, and (iii) the
expected post-transaction debt capital structure, liquidity and
financial policies. Furthermore, the review will consider execution
risks associated with the company's capex program to expand its
fiber footprint and upgrade its legacy network.
TDS's existing Ba1 CFR reflects the company's strong liquidity,
stable operating performance, long-dated debt maturities, and
attractive assets. TDS (through its 83% stake in UScellular), is a
large regional US wireless carrier and has a sizable regional
facilities based wireline operation across 32 states. Furthermore,
TDS has a 5.5% minority stake in a wireless partnership with
Verizon Communications Inc., in the Los Angeles market and other
valuable assets that could be monetized if necessary to maximize
value and / or reduce leverage. The company has smaller operating
scale relative to its larger telecom and cable competitors,
projected negative free cash flow in 2024, and moderate leverage.
Headquartered in Chicago, Illinois, Telephone and Data Systems,
Inc. (TDS) is a diversified telecommunications company with
approximately 4.7 million wireless customers and 1.2 million
wireline and cable connections in 32 states within the US. TDS
provides wireless operations through its 83% owned subsidiary,
UScellular, and conducts its wireline and cable operations through
its wholly owned subsidiary, TDS Telecommunications Corporation.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
THRASIO LLC: HPS Corporate Marks $2.7MM Loan at 66% Off
-------------------------------------------------------
HPS Corporate Lending Fund has marked its $2,751,000 loan extended
to Thrasio LLC to market at $943,000 or 34% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in HPS Corporate's Form 10-Q for the quarterly period ended March
31, 2024, filed with the Securities and Exchange Commission.
HPS Corporate is a participant in a First Lien Debt (SF+ 7.00%) to
Thrasio LLC. The loan matures on December 18, 2026.
HPS Corporate is a Delaware statutory trust that was formed on
December 23, 2020 and commenced operations on February 3, 2022. The
Company is a non-diversified, closed-end management investment
company that has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended. The
Company is externally managed by HPS Advisors, LLC a wholly-owned
subsidiary of HPS Investment Partners, LLC. Prior to June 30, 2023,
the Company was externally managed by HPS. The Company has elected
to be treated for federal income tax purposes, and intends to
qualify annually thereafter, as a regulated investment company as
defined under Subchapter M of the Internal Revenue Code of 1986, as
amended.
HPS Corporate is led by Michael Patterson, Chief Executive Officer;
and Robert Busch, Chief Financial Officer. The fund can be reach
through:
Michael Patterson
HPS Corporate Lending Fund
40 West 57th Street, 33rd Floor
New York, NY 10019
Tel: (212) 287-6767
Thrasio LLC -- https://www.thrasio.com -- specializes in buying
Amazon third-party private label businesses. Its portfolio includes
Angry Orange pet odor eliminators and stain removers, Wise Owl
Outfitters camping and outdoor gear, and more than 200 other Amazon
and ecommerce brands. Thrasio was co-founded in 2018 by Joshua
Silberstein.
TIGER ACQUISITION: Moody's Lowers Rating on 1st Lien Loans to 'B3'
------------------------------------------------------------------
Moody's Ratings affirmed Tiger Acquisition, LLC (dba "Sabre
Industries, Inc.", "Sabre") B3 corporate family rating and B3-PD
probability of default rating. Moody's also downgraded the ratings
on the company's senior secured first lien term loan and senior
secured first lien revolving credit facility to B3 from B2. The
downgrade results from Sabre refinancing its existing senior
secured second lien term loan (unrated) by upsizing its senior
secured first lien term loan. The outlook is maintained at stable.
The affirmation of the B3 CFR reflects Sabre's high financial
leverage and moderate scale. The downgrade of the senior secured
first lien term loan and senior secured first lien revolving credit
facility reflects the change in the debt capital structure to all
first lien debt following the retirement of the senior secured
second lien term loan (unrated).
RATINGS RATIONALE
Sabre's B3 corporate family rating reflects its high adjusted
debt/EBITDA of 6.9 times for the last twelve months ended January
31, 2024. Leverage should moderate over the next year from earnings
growth and debt repayment. Sabre's ratings also reflect the
company's leading market position and high revenue visibility. The
company is a leader in providing engineered structures to the
telecom and utilities industries and has long-term strategic
relationships with key customers. Favorable dynamics underlying
primarily the company's utility business will continue to drive
positive demand over the next 12-18 months. These dynamics include
strong spending by utilities customers to support "grid-hardening"
or the upgrading and strengthening of their infrastructure,
particularly in light of increasing incidence of extreme weather
events.
Sabre's ESG Credit Impact Score of CIS-4 indicates that the rating
is lower than it would have been if ESG risk exposures did not
exist. This reflects the company's moderate environment and social
risk, balanced against high governance risk. Sabre's moderate
environmental risk reflects the company's wide footprint of
operations serving both the utilities and telecommunications end
markets. Sabre's moderate social risk reflects the company's
employee base which is engaged in engineering and production
activities which involves human capital and health and safety
risks. Governance risk stems from the company's elevated financial
leverage following the company's 2021 leveraged buyout.
Sabre's stable outlook is based on Moody's expectation that strong
demand in the company's utility business and a strong overall
backlog will allow for continued EBITDA and cash flow improvement.
The outlook also incorporates Moody's expectation of sustained free
cash flow improvement which will be available for debt repayment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Sabre achieves healthy organic
revenue and earnings growth accompanied by a reduction of
debt/EBITDA to around 5.5 times, strengthened liquidity and
demonstration of reduced quarterly earnings and cash flow
variability.
The ratings could be downgraded if Sabre experiences an erosion in
liquidity, fails to maintain its EBITDA margin and free cash flow,
or undertakes aggressive financial policy actions that would
further increase financial leverage such as a dividend.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in Alvarado, Texas, Sabre Industries, Inc.
manufactures towers, poles, equipment enclosures and related
transmission structures used in the wireless communications and
electric transmission and distribution industries. The company is
owned by private equity firm Blackstone.
TOMMY'S BOATS: Seeks Chapter 11 After M&T Bank Deal Breach
----------------------------------------------------------
Boat and water sports retailer Tommy's Boats has filed for Chapter
11 protection in Texas bankruptcy court, listing up to $500 million
in debt after allegedly breaching an agreement with lender M&T
Bank.
Tommy's is a high-octane water-sports-enthusiast brand known as
"Tommy's Boats" that began in 2012 in Colorado. Today, Tommy's
Boats is the largest Ski & Wake dealer globally. Currently
consisting of 14 dealerships plus 5 additional on-water rental
programs operating in Texas, Colorado, Michigan, Arizona,
California, Florida, Nevada, and Tennessee. Tommy's supplies a
full suite of boat repair services, boat rental services,
on-the-water fueling and docking services, retail sales of
super-premium ski and wake boats, luxury cruisers, fishing boats,
pontoons, flightboards, and retail goods & apparel at Tommy's Pro
Shops. Tommy's is and always has been dedicated to bringing the
absolute best products and services to its loyal customers.
The Debtors' business -- water sports and boats -- is seasonal,
with spring boat shows bringing deposits and April through June
being the busiest three-month season of the year in the boating
industry. For example, at the Novi boat show the weekend of March
15-17, 2024, Tommy's had peak success securing 19 deposits for new
luxury boats, in addition to generating $1.4 million in revenue
from servicing boats and general boat sales.
For 12 years, Malibu Boats ("Malibu") was the Debtors' OEM, and
Tommy's is the largest national dealer for Malibu boats in the
recreational power boat space, accounting for approximately 33
percent of Malibu's power boat sales.
The majority of Malibu's sales are made pursuant to floor plan
financing programs in which Malibu participates on behalf of its
dealers through a contingent repurchase agreement with the
dealership's lenders.
Beginning in late 2022, Malibu first began a campaign designed to
coerce Tommy's to increase its available floor plan financing from
$30 million (drawn on a $50 million facility with a $10 million
overlimit) to $160 million. Malibu did so by representing to
Tommy's that Tommy's was required to have a minimum of 25 weeks of
inventory in stock at the turn of the model year based on Malibu's
market analysis. At the time, Tommy's was only into its Fifth
Third Bank floor plan approximately $30 million, leaving $30
million of purchasing and financing capacity.
Facing severe financial pressure, Tommy's ultimately succumbed to
Malibu's demands and increased its existing floor plan capacity
from $60 million to $85 million with Fifth Third Bank and then to
$110 million with a $20 million overlimit with M&T Bank.
However, despite a repurchase agreement to protect a floor plan
lender (here, M&T Bank) being not only customary in the industry,
but historically the course of business between the Debtors and
Malibu, Malibu ultimately reneged on its promise to execute a
repurchase agreement for the benefit of M&T Bank and Tommy's.
Under the M&T Bank Floor Purchase Agreement, termination of a
dealership agreement and/or failure to have a valid dealership
agreement is an Event of Default. On March 22, 2024, Malibu
improperly terminated the Debtors' Dealership Agreements without
cause, which in turn caused M&T Bank to call a Default, which the
Debtors were unable to cure.
On April 1, 2024, M&T Bank applied for a receivership, to which the
Debtors consented, believing a receiver (the "Receiver") and M&T
Bank would try to work with Malibu to not only reinstate the
Dealership Agreements, but also to finally enter into the
repurchase agreement, thus allowing the more than $110 million of
Malibu and other inventory on the showrooms of the Debtors' 14
dealerships to be marketed and sold at the highest and best price.
On or about April 22, 2024, the Receiver was appointed.
Instead of working together to obtain the highest value for the
more than $110 million of Malibu and other inventory that the
Debtors have, M&T and the Receiver valued the inventory at $41
million at fire sale liquidation, began to shutter the Debtors'
Service Department (which generates 18% of the Debtors' total gross
margin), and refused to pay required Receivership obligations in
the currently known aggregate amount of $1,268,582, including
$150,000 in sales commission and $566,109 in sales taxes.
On Sunday, May 19, 2024, the Debtors were informed that the
Receiver had negotiated with Malibu and the Debtors' competitors to
remove 10 Malibu boats from the Debtors' dealerships to
competitors' dealerships.
The Debtors filed Chapter 11 cases to protect their estates, the
value of their assets and operations, and to operate their
businesses until a sale of substantially all of their assets at the
highest and best price can be obtained through the orderly chapter
11 process.
About Tommy's Boats
Tommy's Boats is a boat and water sports retailer. Based in Fort
Worth, Texas, Tommy's is a premium boat dealer with 16 locations
across the United States.
Tommy's Fort Worth, LLC, and its affiliates, including Tommy's
Holding Company, LLC, sought Chapter 11 protection (Bankr. N.D.
Tex. Lead Case No. 24-90000) on May 20, 2024. Tommy's Fort Worth
estimated between $1 million and $10 million in assets and between
$100 million and $500 million in debt as of the bankruptcy filing.
The Debtors tapped GUTNICKI LLP as counsel, and FORCE 10 PARTNERS
LLC as CRO provider. OMNI AGENT SOLUTIONS, INC., is the claims
agent.
TPC GROUP: S&P Raises ICR to 'B' on Improved Operating Performance
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on TPC Group
Inc. to 'B' from 'B-'. In addition, S&P raised its issue-level
rating on the company's $300 million outstanding senior secured
notes to 'BB-' from 'B+'. The '1' recovery rating is unchanged.
The stable outlook reflects S&P's view that the company will
maintain its improved credit profile in the next 12 months with
continued strength in earnings.
TPC Group Inc.'s operating results have shown resilience in 2023
and early 2024 amid generally adverse operating conditions.
The company has high exposure to the cyclical automotive, oil
refineries, and plastics end markets. While global demand slowed in
2023, TPC's earnings improved materially over the previous year,
primarily due to strong methyl tert-butyl ether (MTBE) margins and
volumes (primarily driven by demand from Latin America), the
resilience of TPC's Performance Materials business, and overall
strong production levels at its Houston facility. In 2023, the
company's Performance Materials segment, which includes its crude
c4 processing business, generated strong earnings despite weaker
benchmark commodity prices, including that of butadiene--the
company's key end product. This was enabled primarily by the
company's renegotiated C4 processing contracts, which have resulted
in fixed processing fees representing a significant majority of
crude C4 processing margins, whereas the margin share component is
now less significant. In addition, the company demonstrated its
operational flexibility by diverting raw materials into the highest
margin outlet such that it produced more MTBE in response to
relatively weak demand for polyisobutylene (PIB), which generally
is a higher-margin product, and also increased the utilization of
its hydrotreating asset to capitalize on stronger raffinates demand
in lieu of butadiene. S&P said, "We view the improved operational
efficiency and demonstrated flexibility to be positive for our
assessment of the company's business risk profile, as well as the
rating. As of early 2024, TPC has fully restored its crude C4
processing capacity to pre-Port Neches Operations (PNO) explosion
levels through a long-term contract processing agreement with a
third party and through debottlenecks at its remaining site in
Houston. In 2024, we expect volumes to continue to improve as the
company expands its overall capacity and increases intake of crude
C4 on account of contract negotiations. We expect the company's
EBITDA to improve year over year and EBITDA margins to remain in
the mid-teen percentage area as positive demand momentum in the
butadiene and PIB markets seen in the first quarter continues,
partially offset by normalizing MTBE margins."
The rating reflects improving credit metrics as well as certain
qualitative considerations regarding the need for a track record of
reliable operations and appropriate financial policy.
Following its emergence from bankruptcy in December 2022, TPC
materially reduced its high debt and interest burden, alleviating
pressures on debt leverage and liquidity. S&P said, "Our assessment
of the company's financial risk profile reflects our view that its
weighted-average S&P Global Ratings-adjusted debt to EBITDA will be
between 1.5x and 2.5x over the next 12 months. Our base case
assumes that the company will continue to support such credit
metrics in the near term by managing its financial policies related
to shareholder returns and acquisition spending. We note that while
these metrics are strong at the current rating, the rating also
reflects the lack of a sustained track record of uninterrupted
operations at TPC and uncertainty regarding financial policy from
current shareholders (the company is currently owned by a group of
pre-bankruptcy creditors) or new owners after a potential change in
ownership in coming years. We could revisit the rating once we are
sure of such an operational track record and that financial policy
will remain supportive of maintaining credit metrics appropriate
for a higher rating."
The company has adequate liquidity supported by positive free
operating cash flow (FOCF) generation.
Since the new capital structure was put into place upon emergence,
TPC has not issued additional debt or conducted debt-funded
shareholder rewards. In late 2023 and early 2024, TPC used internal
cash to repurchase $50 million of its senior secured notes at a 1%
premium and to repurchase a portion of its shares for $70 million.
In line with the recently filed proposed consent decree by two
federal agencies in connection with their investigations related to
the PNO explosion, our base case assumes TPC will pay a monetary
fine of $18 million over the next 18 months. In addition, TPC has
committed to spending about $80 million to improve risk management
and safety standards at both its Port Neches and Houston facilities
and has included this spending in its capex plans. Despite these
developments, S&P expects the company to maintain adequate
liquidity over the next 12 months supported by strength in earnings
and its expectation of positive FOCF in forecast years.
S&P's rating reflects its view that TPC's relative business risk
ranking is at the risker end of the weak range, ranking it lower
than peers in the commodity chemicals sector.
The company has elevated geographic concentration risk. Since the
PNO explosion, TPC's revenue has been largely concentrated in its
Houston facility alongside some portion of business dependent on
the onstream reliability of a third-party tolling site. S&P said,
"We believe there is a limited track record of reliable operations
at the company given the PNO explosion in 2019, repeated boiler
outages in 2021, and unanticipated outages at the third-party site
last year that led to some lost crude C4 processing volumes.
Geographical concentration risks are exacerbated due to the risk of
extreme weather or natural disaster events in the region. Taking a
holistic view, we believe TPC's business risk assessment is on the
riskier end of the weak range compared with peers such as LSB
Industries Inc."
S&P said, "The stable outlook reflects our view that the company
will maintain weighted-average S&P Global Ratings-adjusted debt to
EBITDA between 1.5x and 2.5x, with the metric improving in 2024
driven by a continuation of earnings growth. We expect the company
to continue to benefit from the improved structure of its C4
processing contracts, which largely insulate the segment's earnings
from volatility in raw material and commodity pricing. We now
anticipate TPC to generate positive FOCF over the next 12 months
while end-market demand picks up in key product lines, including
butadiene and PIB.
"In line with the recently filed proposed consent decree by two
federal institutions, our base case assumes TPC will have to
ultimately pay $18 million in monetary penalties in connection with
the federal investigations related to the PNO incident. We expect
the company to maintain adequate liquidity over the next 12
months."
S&P could take a negative rating action on TPC over the next 12
months if:
-- The company's operating performance were materially weaker than
S&P's forecast due to margin compression, demand weakness, or
disruption in operations, such that liquidity became pressured and
there were an increased likelihood of a cash dominion event on the
company's asset-based lending (ABL) facility;
-- There were unexpected contingent liabilities or claims against
the company that, in S&P's opinion, hurt credit quality; or
-- Financial policies under the current or any new shareholders
were more aggressive than S&P anticipated and detrimental to TPC's
credit quality, especially with regard to the use of debt and
shareholder rewards.
S&P could raise the ratings within the next year if:
-- The company established an extended history of reliable
operations with no material unanticipated outages or disruptions;
-- The company favorably addressed the factors limiting its
business risk profile, including site concentration, customer and
supplier diversity, and concentrated end market exposure; and
-- Operating performance were materially higher than S&P's
expectations due to stronger-than-expected volume growth or margin
expansion such that the company's weighted average funds from
operations (FFO) to debt ratio were well into the 30%-45% range.
TREE HOUSE: Seeks to Tap Babione Kuehler & Company as Accountant
----------------------------------------------------------------
Tree House LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Babione, Kuehler & Company
as its accountant.
The Debtor requires an accountant to prepare its 2023 tax returns,
general accounting, and tax consulting services.
John Roicki, CPA, a member at Babione, Kuehler & Company, will be
paid at his hourly rate of $200 plus all out-of-pocket expenses.
Mr. Roicki disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
John S. Roicki, CPA
Babione, Kuehler & Company
4060 Edgewater Dr.
Orlando, FL 32804
Telephone: (407) 291-6400
Facsimile: (407) 291-6416
About Tree House LLC
Tree House LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01823) on April 3,
2024, with $1 million to $10 million in both assets and
liabilities. Garrett Kenny, manager, signed the petition.
The Debtor tapped Justin M. Luna, Esq., at Latham Luna Eden &
Beaudine, LLP as legal counsel and John S. Roicki, CPA, at Babione,
Kuehler & Company as accountant.
TREE LANE: Seeks to Hire Leech Tishman Fuscaldo & Lampl as Counsel
------------------------------------------------------------------
Tree Lane LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Leech Tishman Fuscaldo &
Lampl, Inc. as counsel.
The firm will provide these services:
a. advise the Debtor as to the requirements of the Bankruptcy
Court, the Bankruptcy Code, FRBP, LBR, and the Office of the United
States Trustee;
b. advise the Debtor as to certain rights and remedies of its
bankruptcy estate and the rights, claims, and interests of
creditors and/or other parties in interest;
c. advise and represent the Debtor with regard to the
administration of the Chapter 11 bankruptcy estate and its duties;
d. file motions and other contested matters and assist in the
formulation and confirmation of a plan of reorganization;
e. assist the Debtor with the negotiation, documentation, and
any necessary Court approval of transactions disposing of property
of the estate;
f. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving the bankruptcy estate unless it is
represented in such hearing or proceeding by special counsel;
g. conduct examinations of witnesses, claimants and/or adverse
parties;
h. prepare and assist the Debtor in preparation of reports,
applications, and pleadings;
i. assist the Debtor in the negotiation, formulation,
preparation, and confirmation of a plan of reorganization and the
preparation and approval of a disclosure statement in connection
with the Plan;
j. advise Debtor with respect to the assumption of any
unexpired leases or executory contracts;
k. perform any other services, which may be necessary and
appropriate in the representation of the Debtor during the
Bankruptcy Case; and
l. represent the Debtor in such other matters as agreed to by
the Debtor and Leech Tishman in connection with the bankruptcy
case.
The firm's counsel and staff will be paid at these hourly rates:
David X. Abramovitz, Partner $575
W. Thomas Babbitt, Partner $550
Jennifer P. Bierly, Partner $400
Kaylyn L. Boca, Partner $475
A. Bruce Bowden, Partner $505
William F. Bresee, Partner $525
William A. Buck, Partner $475
Alisa N. Carr, Partner $495
Steven R. Chadwick, Partner $460
Christopher S. Channel, Partner $450
Richard J. Cromer, Partner $430
John D. D'Ercole, Partner $600
David J. DelFiandra, Partner $445
Irfan M. Dinani, Counsel $395
Steven B. Eichel, Partner $625
Robert D. Estrin, Partner $650
Kenneth C. Foltz, Partner $475
Sandford L. Frey, Partner $795
Pete A. Fuscaldo, Partner $550
Marshall J. Gluck, Partner $735
Neil S. Goldstein, Partner $675
A. Mitchell Greene, Partner $825
Michael E. Greene, Partner $500
Heather S. Heidelbaugh, Partner $530
Ryan O. Hemminger, Partner $405
John J. Jacko III, Partner $525
Crystal H. Thornton-Illar, Partner $425
Steven D. Irwin, Partner $570
Lisa A. Jones, Partner $605
Thomas E. Kass, Partner $515
William S. Kogan, Partner $600
Michael P. Kruszewski, Partner $450
David W. Lampl, Partner $650
Michael D. Lazzara, Partner $490
Danton K. Mak, Partner $660
Damian J. Martinez, Partner $550
Charles E. McKeen, Partner $515
Bruce J. McNeil, Partner $735
Sara A. Mercer, Partner $315
Daniel T. Mongan, Partner $525
Douglas H. Morseburg, Partner $625
Dennette A. Mulvaney, Partner $700
Leonard B. Nathanson, Partner $650
Vincent S. Oleszkiewicz, Partner $600
Alicia M. Passerin, Partner $470
Forrest T. Passerin, Partner $455
Stefanie L. Pate, Partner $410
Cristina E. Perez, Partner $555
Erica M. Pietranton, Partner $360
Wanda R. Pistella, Partner $460
Ivan M. Posey, Partner $640
Douglas L. Rabuzzi, Partner $475
Roger A. Raimond, Partner $600
Matthew D. Rak, Partner $465
Fadi K. Rasheed, Partner $605
Fred B. Ringel, Partner $825
William A. Rome, Partner $570
Francesca M. Schiavone, Partner $415
Lori A. Schwartz, Partner $635
Philip T. Simpson, Partner $600
Robyn B. Sokol, Partner $700
John M. Steiner, Partner $525
Gregory F. Suher, Partner $425
Steven M. Taber, Partner $490
Philip H. Thomas, Partner $560
Ted Tishman, Partner $335
Philip A. Toomey, Partner $760
Alan G. Towner, Partner $520
Lee van Egmond, Partner $500
David V. Weicht, Partner $550
Eric J. Wu, Partner $550
Wesley Yang ,Partner $660
Charles M. Yeomans, Partner $350
Mark I. Zelko, Partner $745
Matthew C. Capozzoli, Counsel $500
Jeffrey M. Carbino, Counsel $625
Michael A. Eisenberg, Counsel $550
Alan S. Fellheimer, Counsel $525
Jonathan P. Fodi, Counsel $450
Russell D. Giancola, Counsel $400
Laurel F. Grass, Counsel $525
MacKenzie F. Grills, Counsel $325
John M. Haschak, Counsel $375
Kristin A. Lawson, Counsel $475
LaVonne D. Lawson, Counsel $575
Leslie J. Messineo, Counsel $525
Diane R. Meyers, Counsel $500
Pamela R. Miller, Counsel $750
Rebecca R. Nathanson, Counsel $500
James K. Paulick, Counsel $450
Jennifer S. Pohlenz, Counsel $440
Michelle A. Ross, Counsel $340
Andrew J. Schellhammer, Counsel $275
Claire A. Steinman, Counsel $470
Yue Xiao, Counsel $400
Clement K. Yee, Counsel $525
Esther J. Choe, Associate $325
Ashley N. Crane, Associate $310
Danny X. Ezraty, Associate $460
Alexander J. Gase, Associate $375
Madison V. Greenland, Associate $325
Mariam El Hasan, Associate $290
Matthew W. Indorante, Associate $275
Daniel E. Kelly, Associate $365
Alysia L. Libby, Associate $350
Rebeca H. Miller, Associate $250
Sarah C. Norcott, Associate $275
Leah K. Sell, Associate $415
Luis A. Silva, Associate $290
Brett J. Warren, Associate $375
Alexander Y. Wilkinson, Associate $250
Julia S. Wu, Associate $350
Daniel P. Yeomans, Associate $315
Natalia P. Arango, Paralegal $170
Patricia Carpenter, Paralegal $130
Amy L. Carson, Paralegal $185
Dea N.E. Collins, Paralegal $205
Christopher J. Devine, Paralegal $285
Sonny D. Douglas, Paralegal $125
Michelle L. English, Paralegal $150
Michele A. Gibson, Paralegal $150
Kiana R. Harley, Paralegal $250
Elena M. Hedderman, Paralegal $150
Drew J. Hunter, Paralegal $160
Sheree A. Lee, Paralegal $180
Yoko Mazza, Paralegal $195
Nathanael F. Meyers, Paralegal $275
Matthew J. Mocciaro, Paralegal $195
Lydia C. Moya, Paralegal $150
Marilyn C. Paik, Paralegal $190
Stephanie M. Porche, Paralegal $225
Jessica E. Rodriguez, Paralegal $205
Leah O. Roney, Paralegal $225
Geoffery M. Scott, Paralegal $250
Anne Marie Tufo, Paralegal $205
Aparna X. Verma, Paralegal $200
Bonnie L. Wingard, Paralegal $150
Teresa L. Rath, Docketing $150
Mildred L. Perrine, IP Technical Writer $250
Dena A. Bender, Administrative Assistant $145
Bronwyn A. Burke, Administrative Assistant $210
William I Castleberry, Administrative Assistant $150
Pamela L. Fratangelo, Administrative Assistant $165
Enshia J. Greer, Administrative Assistant $130
Rita C. Hansen, Administrative Assistant $155
Susan Cranmer-Jervis, Administrative Assistant $150
Lauryn M. Laidacker, Administrative Assistant $150
Johnathan J. Lara, Administrative Assistant $150
Margaret G. Lazzara, Administrative Assistant $150
Aaron L. Mak, Administrative Assistant $150
Marcella L. Marshall, Administrative Assistant $140
Jennifer E. Mathews, Administrative Assistant $140
Donna M. Peake, Administrative Assistant $150
Joan S. Reed, Administrative Assistant $140
Amy L. Rudolph, Administrative Assistant $175
Diane M. Wacha, Administrative Assistant $190
Clarke Reed Widdoes, Administrative Assistant $160
Jennifer S. Zumbro, Administrative Assistant $150
Farangiz F. Bayonova, Law Clerk $200
Molly K. Bleech Law, Clerk $150
Margaret A. Ellis, Law Clerk $170
Patrick J. Fuscaldo, Law Clerk $150
Maria P. Garcia, Law Clerk $160
Ross T. Herman, Law Clerk $160
Margaret F. McIlroy, Law Clerk $160
Elissa M. Steiner, Law Clerk $150
Anna Vnukova, Law Clerk $150
Madison M. Williams, Law Clerk $160
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the petition date, the firm received from the Debtor a
retainer of $50,000, which were expended for prepetition services.
Robyn Sokol, Esq., a partner at Leech Tishman Fuscaldo & Lampl,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robyn B. Sokol, Esq.
Leech Tishman Fuscaldo & Lampl, Inc.
1100 Glendon Avenue, 15th Floor
Los Angeles, CA 90024
Telephone: (626) 796-4000
Facsimile: (424) 738-5080
E-mail: rsokol@leechtishman.com
About Tree Lane
Tree Lane LLC filed Chapter 11 petition (Bankr. C.D. Cal. Case No.
24-13201) on Apr. 25, 2024. In the petition signed by Mohamed A.
Hadid, sole member, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Sandra R. Klein oversees the case.
The Debtor tapped Robyn B. Sokol, Esq., at Leech Tishman Fuscaldo &
Lampl, Inc. as bankruptcy counsel; Albert Altro at Traverse, LLC as
chief restructuring officer; and Winthrop Golubow Hollander, LLP as
independent manager.
TREE LANE: Seeks to Hire Traverse as Chief Restructuring Officer
----------------------------------------------------------------
Tree Lane LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Traverse, LLC as its chief
restructuring officer.
The firm will render these services:
(a) manage the Debtor's business;
(b) retain, remove, and set or adjust compensation for all
officers and other employees of the Debtor, if any;
(c) negotiate with and verify the financial capacity of all
potential purchasers of any the Debtor's assets;
(d) represent the Debtor in dealings and negotiations with
creditors;
(e) review the Debtor's books and records and conduct any
investigation necessary to assert claims of the Debtor under the
Bankruptcy Code;
(f) supervise the general contractor and related personnel
with respect to the project;
(g) with the assistance of the Debtor's bankruptcy counsel,
pursue any action that the Debtor can pursue under the Bankruptcy
Code or otherwise and, with the assistance of its bankruptcy
counsel, defend any action against it in the bankruptcy court or
otherwise;
(h) with the assistance of Debtor's bankruptcy counsel,
formulate and direct the filing of a Chapter 11 plan of
reorganization and disclosure statement;
(i) oversee and monitor the Debtor's assets and post-petition
liabilities;
(j) with the assistance of the Debtor's bankruptcy counsel,
procure post-petition financing to allow the Debtor to complete
construction of the project; and
(k) ensure the Debtor complies with its obligations.
The Debtor will compensate Traverse monthly in the amount of
$25,000 for the employment of Albert Altro, the firm's managing
director, as CRO.
The current hourly rates of Traverse's professionals providing
services range in the amount of $275 to $425, plus reimbursement of
actual, necessary expenses and other charges.
Traverse received a prepetition retainer from the Debtor in the
aggregate amount of $20,000.
Mr. Altro disclosed in a court filing that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Albert Altro
Traverse, LLC
300 Spectrum Center Drive, Suite 400
Irvine, CA 92618
Telephone: (310) 809-5064
Email: albertaltro@traversellc.com
About Tree Lane
Tree Lane LLC filed Chapter 11 petition (Bankr. C.D. Cal. Case No.
24-13201) on Apr. 25, 2024. In the petition signed by Mohamed A.
Hadid, sole member, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Sandra R. Klein oversees the case.
The Debtor tapped Robyn B. Sokol, Esq., at Leech Tishman Fuscaldo &
Lampl, Inc. as bankruptcy counsel; Albert Altro at Traverse, LLC as
chief restructuring officer; and Winthrop Golubow Hollander, LLP as
independent manager.
TREE LANE: Taps Winthrop Golubow Hollander as Independent Manager
-----------------------------------------------------------------
Tree Lane LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Winthrop Golubow
Hollander, LLP as independent manager.
The firm will render these services:
(a) supervise the assessment, formulation, and/or
implementation of a strategy to maximize the recovery to
creditors;
(b) develop the Debtor's real property and all improvements
thereon;
(c) assist in the sale of the property;
(d) select such contractors, real estate professionals, and
other professionals and vendors as may be required to accomplish
the foregoing;
(e) procure financing for the Debtor;
(f) formulate the Debtor's plan of reorganization and
disclosure statement; and
(g) otherwise assist in such matters as will aid in
accomplishing the foregoing.
The Debtor will compensate Traverse monthly in the amount of
$25,000 for the employment of Albert Altro, the firm's managing
director, as CRO.
The current hourly rates of the firm's professionals range between
$225 and $895, plus reimbursement of actual, necessary expenses.
Garrick Hollander, a partner at Winthrop Golubow Hollander,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Garrick A. Hollander
Winthrop Golubow Hollander, LLP
1301 Dove Street, 5th Floor
Newport Beach, CA 92660
Telephone: (949) 720-4100
Email: ghollander@wghlawyers.com
About Tree Lane
Tree Lane LLC filed Chapter 11 petition (Bankr. C.D. Cal. Case No.
24-13201) on Apr. 25, 2024. In the petition signed by Mohamed A.
Hadid, sole member, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Sandra R. Klein oversees the case.
The Debtor tapped Robyn B. Sokol, Esq., at Leech Tishman Fuscaldo &
Lampl, Inc. as bankruptcy counsel; Albert Altro at Traverse, LLC as
chief restructuring officer; and Winthrop Golubow Hollander, LLP as
independent manager.
TROJAN EV: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized TROJAN EV, LLC and Golf Carts of
Cypress, LLC to use cash collateral, on a final basis, in
accordance with the budget, with a 20% variance.
The Debtor requires the use of cash collateral for working capital
purposes, general corporate purposes of the Debtors.
As previously reported by the Troubled Company Reporter, the
Debtors require the use of cash collateral to make payments to
vendors and employees and to satisfy the other ordinary costs of
operations.
In September 2021, Trojan EV and GCC were both sued by Trojan
Battery Company for alleged trademark infringement under the Lanham
Act, and similar causes of action under Texas law. After a
multi-day trial, the U.S. District Court for the Southern District
of Texas entered a findings of fact and conclusions of law that
found Trojan EV and GCC both infringed on Trojan Battery's
intellectual property.
On December 1, 2022, the Debtors both executed a promissory note in
favor of Harvey Capital, LLC in the amount of $500,000. In
connection with the Harvey Capital Note, the Debtors both executed
a Security Agreement granting security interests in the Debtors'
assets.
On November 8, 2023, the Debtors entered into a Business Loan
Agreement with Stellar Bank, whereby the Debtors borrowed $1
million from Stellar Bank. In connection with the Stellar Bank Loan
Agreement, the Debtors both executed a promissory note in favor of
Stellar Bank that granted security interests in certain of the
Debtor's assets, including its accounts receivable and inventory of
golf carts. As of the Petition Date, the Debtors owed Stellar Bank
approximately $759,307.
The court ruled as adequate protection for the Debtors' use of the
cash collateral, but only to the extent of diminution of the
prepetition cash collateral as a result of such use of cash
collateral, the Prepetition Secured Lender is granted continuing,
valid, binding, enforceable, fully perfected, replacement liens and
first priority security interests in the Debtors' presently owned
or hereafter acquired property and assets, whether such property
and assets were acquired before or after the Petition Date, of any
kind or nature, whether real or personal, tangible or intangible.
The Debtor will, commencing on June 7, 2024, and continuing on the
seventh day of each successive month while the Debtor remains in
bankruptcy and prior to confirmation of a plan of reorganization,
pay to the Prepetition Secured Lender a payment of $2,500 per
month. Additionally, a co-borrower on the Prepetition indebtedness,
EV Titan, LLC, agrees to make monthly payments of $3,058 per month,
on or before the seventh day of each successive month.
These events constitute a "Termination Event":
a. the Debtors violate any term of the Final Order;
b. the consummation of the sale or other disposition of all or
substantially all of the assets of the Debtors;
c. the entry of an order:
i. converting the Chapter 11 Case to a case under Chapter 7 of
the Bankruptcy Code; or
ii. dismissing the Chapter 11 Case.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Hfzoeiv from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$78,438 for June 2024;
$82,922 for July 2024;
$87,172 for August 2024; and
$84,220 for September 2024.
About Trojan EV, LLC
Trojan EV, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31910) on April 29,
2024. In the petition signed by Federico D. Nell, sole member, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Jason P. Kathman, Esq., at Spencer Fane, represents the Debtor as
legal counsel.
TURNING POINTS: Seeks to Tap Keller Williams as Real Estate Broker
------------------------------------------------------------------
Turning Points for Children seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Keller
Williams as real estate broker.
The Debtor needs a real estate broker to complete the sale of its
real property located at 415-417 S. 15th St., Philadelphia, Pa.
(Parcel A) and 419 S. 15th St., Philadelphia, Pa. (Parcel B).
The Debtor agreed to compensate Keller Williams in the amount of
3.5 percent of the gross sale price, if Tina Elmer or Jim Onesti,
members of the firm, represents both the buyer and seller in a
transaction. However, if the buyer is represented by its own
broker, the total commission payable would be 5 percent of the
gross sale price which will be split equally between Keller
Williams and the cooperating broker.
Ms. Elmer disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Tina Elmer
Keller Williams
1221 South Mopac Expy., Suite 400
Austin, TX 78746
Telephone: (512) 327-3070
About Turning Points for Children
Turning Points for Children, a subsidiary of Public Health
Management Corporation, provides a range of social and health
services to support children, caregivers, and families. Its mission
is to norture families with children who are struggling against
economic and environmental odds.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11479) on May 1, 2024.
In the petition signed by David R. Fair, executive director, the
Debtor disclosed $34,373,426 in assets and $6,400,954 in
liabilities.
Judge Ashely M. Chan oversees the case.
Aris J. Karalis, Esq., at Karalis PC represents the Debtor as legal
counsel.
TYKMA INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tykma, Inc.
4420 Metric Drive, Suite A
Winter Park, FL 32792
Case No.: 24-02729
Business Description: Tykma is a manufacturer of navigational,
measuring, medical and control instruments.
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Judge: Hon. Tiffany P. Geyer
Debtor's Counsel: R.Scott Shuker, Esq.
SHUKER & DORRIS, P.A.
121 S. Orange Avenue
Suite 1120
Orlando, FL 32801
Tel: (407) 337-2060
Email: rshuker@shukerdorris.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul R. Dupee as chairman.
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/SWRLRNA/Tykma_Inc__flmbke-24-02729__0001.0.pdf?mcid=tGE4TAMA
U.S TELEPACIFIC: MSC Income Marks $6.8MM Loan at 62% Off
--------------------------------------------------------
MSC Income Fund Inchas marked its $6,802,000 loan extended to U.S.
TelePacific Corp to market at $2,604,000 or 38% of the outstanding
amount, as of March 31, 2024, according to a disclosure contained
in MSC Income's Form 10-Q for the quarterly period ended March 31,
2024, filed with the Securities and Exchange Commission.
MSC Income is a participant in a Secured Debt to U.S. TelePacific
Corp. The loan accrues interest at a rate of 12.49% (SF+7.15%) per
annum. The loan matures on May 2, 2027. The Loan has been
classified as a non-accrual and non-income producing debt
investment.
MSC Income was formed in November 2011 to operate as an externally
managed business development company under the Investment Company
Act of 1940, as amended. The portfolio investments of MSC Income
Fund are typically made to support leveraged buyouts,
recapitalizations, growth financings, refinancing and acquisitions
of companies that operate in a variety of industry sectors.
MSC Income is led by Dwayne L. Hyzak, Chief Executive Officer;
Jesse E. Morris, Chief Financial Officer &Chief Operating Officer;
and Cory E. Gilbert, Vice President &Chief Accounting Officer. The
fund can be reach through:
Dwayne L. Hyzak
1300 Post Oak Boulevard, 8th Floor
Houston, TX, 77056
Tel: (713) 350-6000
US TelePacific Corp., doing business as TPx Communications,
provides communications and managed services.
VAN'S AIRCRAFT: Gets Court Okay to Exit Chapter 11 Bankruptcy
-------------------------------------------------------------
Jim Moore of AOPA reports that Judge David W. Hercher of the U.S.
Bankruptcy Court for the District of Oregon presided over a
48-minute proceeding to go over a few details in a proposed court
order -- and confirm that various parties had withdrawn their
objections -- before confirming a reorganization plan more or less
as it was first presented to the court in April and subsequently
approved by the overwhelming majority of creditors.
Company founder (and chief rescuer) Richard "Dick" VanGrunsven was
present in the courtroom as attorney Timothy Conway spoke on the
company's behalf, responding to an objection from one of the
hundreds of affected customers who sought to improve terms already
approved by other creditors in similar situations.
The customer asked to extend the term and increase the total amount
of repayments to be made to customers who rejected the company's
offer to fulfill their order at a higher price. Most of the
customers in this situation voted overwhelmingly in favor of the
plan -- 88 percent of all individuals in that general group of
unsecured creditors, representing 93 percent of the funds owed to
their class, voted to approve the plan as presented, court records
show.
Other creditors, including manufacturers and other vendors, also
accepted less than full repayment and voted to approve the plan,
Conway noted, adding that his client (Van's Aircraft, the debtor in
the case) "could have proposed a plan that paid creditors
absolutely nothing and still have been confirmed," given the
provisions Congress wrote into the bankruptcy code. Conway said the
individual customer's stated "concern is understandable," given the
fact that customers had been forced to wait for weeks to learn the
new terms they would be offered as Van's Aircraft rejected hundreds
of purchase agreements. Conway said the customer who expressed his
grievance during the hearing "got treated like everybody else in
the same situation."
Another objection from the U.S. trustee, who had sought to extend
the repayment period, was withdrawn without commentary during the
hearing, and the proceeding closed with Hercher stating that if the
proposed order is presented as discussed, "I'll be prepared to sign
it."
That expected signature, which confirms the Chapter 11 plan,
completes a relatively speedy journey from crisis to a fiscal
reboot, with Van's Aircraft able to continue making affordable,
capable kitplanes in quantity—nearly 12,000 produced to date, and
counting.
AOPA Pilot Protection Services attorney Jeremy Browner—whose
experience in bankruptcy law was brought to bear on behalf of
members who are also Van's Aircraft customers, and who sought
counsel regarding the options available to them—said the outcome
matched the company's stated goals exactly, and the 83-percent
acceptance rate of higher prices by customers who agreed to amended
contracts during the bankruptcy process is noteworthy, as was the
lack of significant objections from creditors.
"They successfully navigated the bankruptcy process," Browner said,
noting that the general aviation community shared the prevailing
view that Van's Aircraft deserves to survive its financial crisis,
and that the firm's long-term health is good for GA. "Assuming that
public sentiment stays on their side, and they continue to provide
a quality product, they will stay in business. It's exciting,
honestly."
Conway called the 83-percent acceptance rate by customers who
agreed to complete their purchases for higher prices "astonishing,"
telling the court it is "hard to get 83 percent of people to do
anything when money is involved."
Upon Hercher's promised signature, the Richard E. and Diane E.
VanGrunsven Trust owns the company, in exchange for writing off
more than $7 million that was loaned to the company by the
trust—loans that were secured by company assets—before and
after the bankruptcy petition was filed. Another $8.8 million of
company operating revenue will be repaid to creditors over the
three-year life of the plan. That, with the loans forgiven in
exchange for equity, brings the total benefit for creditors to
$15.8 million, Conway said. Regarding the customer's objection, he
added, "There is no ill will. The company was always acting
forthright and as honestly as possible with all of its creditors."
The reorganization plan prioritizes the first $3,350 of each
customer deposit, to be repaid immediately, with an estimated 55
percent of any remaining balance on the claim to be repaid over the
coming three years, meaning the 235 customers who paid deposits and
later rejected proposed price increases on 429 orders (representing
17 percent of all unfilled orders at the time of the bankruptcy
filing) will be repaid up to $3,350 of their deposits in full;
those whose deposits and claims exceed that amount will eventually
be repaid a little more than 55 percent of what the company owed
them at the time of the bankruptcy.
Browner noted that this depends in part on the claims being filed
correctly, with information included to establish the priority
status of the first $3,350 of a claim related to a deposit.
Confirmation of the plan all but closes the door on amending
claims, though customers may still want to have an attorney review
their claim in case there are grounds to amend it that the court
will accept.
The court-approved plan stipulates that the company will continue
building eight kitplane models, a factory-built option, and a
forthcoming backcountry airplane, details of which have not yet
been released.
About Van's Aircraft
Van's Aircraft, Inc., is a designer and manufacturer of kit
aircraft, with more than 10,000 flying aircraft and a wide
selection of available models.
Van's Aircraft sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 23-62260) on Dec. 4, 2023.
In the petition signed by Donald L. Eisele, interim CFO, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge David W. Hercher presides over the case.
The Debtor tapped Tonkon Torp LLP as legal counsel and Hamstreet &
Associates, LLC as chief restructuring officer. BMC Group, Inc. is
the noticing and claims agent.
VELOCITY VEHICLE: Moody's Assigns First Time Ba3 Corp Family Rating
-------------------------------------------------------------------
Moody's Ratings assigned first time ratings to Velocity Vehicle
Group LLC including a Ba3 corporate family rating and a Ba3-PD
probability of default rating. Moody's also assigned a B2 rating to
Velocity Vehicle's proposed $500 million senior unsecured notes
offering due 2029. The outlook assigned is stable. The ratings are
subject to the receipt and review of final documentation for the
proposed notes.
Proceeds from the issuance of the proposed $500 million senior
unsecured debt will be used to fund the redemption of equity
interests held by founder investors and the seller investor ($321
million), fund the redemption of profit units held by VVG
management and founder investors ($101 million), pre-fund
compensation payments due to management for the US plan in 2025 and
2026 and the Australia plan in 2026, 2027, and 2028 ($64 million),
and fund other equity interests ($8 million).
RATINGS RATIONALE
The Ba3 CFR recognizes Velocity Vehicle's moderate scale and
geographic diversity, high parts & service gross profit
contribution and favorable long-term commercial truck demand
characteristics supported by a growing and ageing truck fleet and
evolving vehicle emissions standards which support both new
commercial truck as well as parts & service business growth.
Moody's views Velocity Vehicle as having a good position in its
core markets across private fleet, vocational, and municipal
customers underpinned by its strong relationship with Daimler Truck
where it is generally the only authorized dealer group in the areas
it operates, and the company's large parts & service and rental &
leasing operations. The credit profile also incorporates governance
considerations, particularly Velocity Vehicle's 62% pro forma
majority private ownership under affiliates of The Cranemere Group
Limited and the company's moderate leverage and solid interest
coverage. Pro forma debt/EBITDA is around 5.5x at year-end 2023 and
is expected to improve to around 5.3x at year-end 2024 and 4.8x at
year end 2025, driven by growth in the business. EBITA/interest is
around 5.2x at year-end 2023 and is expected to be around 3.5x at
year-end 2024 and 3.1x at year end 2025, reflecting higher interest
expense from the issuance of the senior unsecured notes.
Moody's considers Velocity Vehicle's liquidity profile to be good,
anchored by solid internal liquidity generation and Moody's
expectation for growing cash balances. However, Velocity Vehicle's
revolving lines of credit (aggregate capacity of $92.1 million with
about $15 million drawn as of March 2024) as well as its floor plan
lines and other operating lines of credit are not committed, which
Moody's views as a credit negative. That said, the revolving credit
facilities are provided largely by financing subsidiaries of
Daimler Truck AG (A3 stable). Velocity Vehicle has been a large
vendor of Daimler trucks and parts for many years which provides a
degree of lender call risk mitigation. Positively, the revolving
credit facilities do not contain material financial covenants and
liquidity is supported by cash on the balance sheet, which is
expected to be maintained in the $125-$200 million range over the
next 12-18 months, for a total of approximately $200-$275 million
in available liquidity. The ratings also reflect Velocity Vehicle's
acquisitive growth strategy.
The stable outlook reflects Moody's view that Velocity Vehicle will
successfully manage through expected deterioration in heavy duty
truck demand in 2024 by focusing on new truck sales to vocational
and municipal customers as well as growing its high-margin parts &
service business. The stable outlook also reflects Moody's
expectation that Velocity Vehicle will prudently manage any
acquisitions such that credit metrics and liquidity will remain
within tolerances for the current rating level.
The B2 rating for Velocity Vehicle's senior unsecured notes is two
notches below the company's Ba3 corporate family rating. The two
notch difference reflects the application of Moody's Loss Given
Default for Speculative-Grade Companies Methodology (LGD
Methodology), which considers the significant amount of secured
debt that is senior to the unsecured notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if operating performance is sustained and
financial strategy remains balanced such that lease-adjusted
debt/EBITDA is maintained below 4.0x and EBITA/interest is
sustained above 3.5x. An upgrade would also require at least good
liquidity, including committed lines of credit.
Ratings could be downgraded if operating performance weakens or
financial strategy becomes more aggressive resulting in a sustained
deterioration in credit metrics with lease-adjusted debt/EBITDA
above 5.0x and EBITA/interest below 2.5x. A deterioration in
liquidity for any reason could also negatively impact the ratings
or outlook, including diminished access to existing lines of
credit.
Velocity Vehicle Group LLC is majority owned by affiliates of The
Cranemere Group Limited, a private holding company that owns
substantial positions in operating businesses. Velocity Vehicle
Group LLC operates 75 dealerships and 121 total locations in North
America and Australia with over 1,300 service bays. LTM revenue as
of March 31, 2024 was approximately $3.4 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
VESTIS CORP: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Ratings downgraded the corporate family rating of Vestis
Corporation to Ba3 from Ba2, and its probability of default rating
to Ba3-PD from Ba2-PD. At the same time, Moody's downgraded the
company's senior secured bank credit facilities to Ba3 from Ba2.
The outlook was changed to negative from stable. Vestis is a
provider of uniform rental and workplace supplies in the US and
Canada.
The ratings downgrade reflects Vestis' materially lower 2024
revenue and earnings guidance as the company moderates its pricing
and implements service quality improvements to mitigate customer
attrition, slowing pace to meet its target leverage. The company
revised fiscal 2024 revenue growth to between -1% and 0% from
4%-4.5%, and lowered EBITDA margin projections to 12%-12.4% from
14.3% (management metrics). Consequently, Moody's expects that debt
to EBITDA will be sustained above 4x through at least fiscal 2025
(ends 30 September). The negative outlook is indicative of Moody's
expectation that declines in revenue and profitability in the
second half of 2024 will weaken credit metrics and reflect
uncertainty in Vestis' long-term revenue growth and profitability
levels past 2024.
ESG considerations, specifically governance associated with
management credibility and track record, was a key consideration in
the rating actions given the company's materially lower earnings
guidance.
RATINGS RATIONALE
Vestis' Ba3 CFR reflects the company's high financial leverage,
with debt to EBITDA of 4.0x for the twelve months ended March 29,
2024 that Moody's expects will increase to approach 4.5x over the
next 12 to 18 months. The increase in leverage is driven by EBITDA
margin declines of around 200 basis points from current levels
during the second half of 2024 from a loss in sales leverage and
moderating pricing. Management believes that off-cycle pricing
increases and gaps in service quality led to higher attrition
rates. In response, the company plans to adjust its pricing model
and invest in service quality to improve on-time delivery and order
accuracy, factors management identified as leading to customer
losses. The company is also taking actions to improve sales
productivity and training across the company. Positively, customer
retention rates improved to historical levels in the second quarter
ending March 29, 2024 to 93%, up from the low point of 85.8% for
the quarter ended September 29, 2023, which should provide revenue
support.
All financial metrics cited reflect Moody's standard adjustments.
Moody's expects Vestis will maintain conservative financial
policies as management's public leverage target of 1.5x to 2.5x by
2026 (management's figures) is unchanged and the company made $45
million in voluntary principal debt payments year-to-date. Moody's
anticipates that the company will limit acquisitions and
shareholder returns in order to reach its leverage target, although
it will likely take longer than originally anticipated.
Vestis' liquidity profile is good, reflected in the Speculative
Grade Liquidity (SGL) rating of SGL-2. Cash was $30.6 million as of
March 29, 2024. Moody's expects free cash flow of around $75
million in fiscal 2024 including a $18 million annual cash
dividend, which is sufficient to cover $8 million in annual
mandatory debt amortization over the next 12 months. Moody's free
cash flow estimate for 2024 has not changed materially despite the
lower expected EBITDA as the company benefitted from a $34 million
in inventory reduction. The company has access to an undrawn $300
million revolving credit facility expiring in 2028. Moody's does
not anticipate the revolver will be needed over the next 12 to 18
months given the company's growth strategy does not include
acquisitions or significant one-time capital expenditures. The
secured credit facility agreement includes two financial covenants
under the Term-A and revolver, including a maximum net leverage (as
defined in the agreement) of 5.25x or less with a step down to 4.5x
after March 31, 2025 and a minimum interest coverage of 2.0x.
Moody's expects Vestis will maintain a comfortable cushion for both
covenants.
The Ba3 rating on the senior secured credit facilities is the same
the Ba3 CFR given the single class of first lien secured debt and
reflects the overall loss given default assumption of 50%, driving
the Ba3-PD probability of default rating, The credit facility has a
first priority security interest in substantially all assets of the
borrower.
The negative outlook reflects Moody's view that Vestis' debt to
EBITDA leverage will increase to 4.5x from declining EBITDA margins
by the end of fiscal 2024 and incorporates Moody's lower visibility
into the company's prospects for earnings growth in 2025. Moody's
could change the negative outlook to stable if the company
demonstrates sustained revenue growth at stable margins and if
Moody's expects debt to EBITDA will be sustained below 5x and free
cash flow to debt in the mid-single digit percentages.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
While unlikely during the next 12 to 18 months given the negative
outlook, the ratings could be upgraded if Vestis can sustain
revenue and earnings growth such that Moody's expects debt to
EBITDA to remain below 3.5x, and EBITA margins sustained above
10%.
The ratings could be downgraded if company's revenue and earnings
decline more than Moody's expects, debt to EBITDA is sustained
above 4.5x, EBITA margins fall below 8%, liquidity deteriorates
including reliance on revolver borrowings, and the company adopts
more aggressive including additional leveraging acquisitions,
dividends or share repurchases prior to debt reduction.
Vestis Corporation ("Vestis") is a large provider of uniform rental
and workplace supplies in the US and Canada. The company provides
uniforms, mats, towels, linens, restroom products, first-aid
supplies, and cleaning services. The company also provides direct
sales of branded promotional products to business customers.
Moody's expects the company to generate $2.8 billion in revenue for
fiscal year 2024 (ends 30 September).
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
VICTORY PROFESSIONAL: Has Deal on Cash Collateral Access
--------------------------------------------------------
Victory Professional Products, Inc. and the United States Small
Business Administration advised the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, that they have
reached an agreement regarding the Debtor's use of cash collateral
and now desire to memorialize the terms of this agreement into an
agreed order.
Pre-petition, on May 27, 2020, the Debtor executed an SBA Note,
pursuant to which the Debtor obtained a COVID Economic Injury
Disaster Loan in the amount of $150,000. The terms of the Note
require the Debtor to pay principal and interest payments of $731
every month beginning on May 27, 2021 and continuing over the 30
year term of the Loan. The Loan has an annual rate of interest of
3.75% and may be prepaid at any time without notice or penalty.
As evidenced by a Security Agreement executed on May 27, 2020 and a
valid UCC-1 filing on June 4, 2020 (Filing No. 20-7785949950), SBA
has a security interest in all tangible and intangible personal
property of the Debtor.
The SBA's collateral generates income and receivables received by
the Debtor and includes cash collateral.
By order entered on January 24, 2024, the Court approved a
stipulation between the Debtor and the SBA authorizing interim use
of cash collateral and granting adequate protection for use of
prepetition collateral.
The parties agreed that the Debtor may use cash collateral,
existing on the Petition Date or collected thereafter, through and
including July 31, 2024 for payment of ordinary and necessary
expenses as set forth in the budget, with a 15% variance.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all post-petition revenues of the
Debtor to the same extent, priority and validity that its lien
attached to the Collateral, including cash collateral.
The Debtor will continue adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable Loan documents
and continuing until further order of the Court regarding interim
and/or final use of cash collateral, or the entry of an order
confirming the Debtor's plan of reorganization, whichever occurs
first.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b)
and 507(b), which claim will be limited to any diminution in the
value of the SBA's collateral, as a result of the Debtor's use of
cash collateral on a post-petition basis.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and to designate SBA as a loss payee or additional
insured in accordance with the Loan and related documents and
agrees to provide proof of insurance within seven days upon written
request of the SBA.
A copy of the motion is available at https://urlcurt.com/u?l=AWmv2B
from PacerMonitor.com.
About Victory Professional Products, Inc.
Victory Professional Products, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 24-10111) on Jan. 17, 2024, with $100,001 to $500,000 in assets
and $1,000,001 to $10 million in liabilities.
Misty A. Perry Isaacson of Pagter and Perry Isaacson represents the
Debtor as legal counsel.
VIGILANCIA VIRTUAL: Seeks to Tap Landrau Rivera & Assoc. as Counsel
-------------------------------------------------------------------
Vigilancia Virtual y Policia Privada LLC seeks approval from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ the
law offices of Landrau Rivera & Assoc. as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its duties, powers, and
responsibilities in this case under the laws of the United States
and Puerto Rico in which it conducts its business, or is involved
in litigation;
(b) advise the Debtor in determination whether a
reorganization is feasible and, if not, aide it in the orderly
liquidation of its assets;
(c) assist the Debtor in negotiation with its creditors in
proposing a viable plan of reorganization;
(d) prepare legal papers;
(e) appear before the bankruptcy court, or any court in which
the Debtor asserts a claim interest or defense directly or
indirectly related to this bankruptcy case;
(f) employ other professional services as necessary to
complete the Debtor's financial reorganization with Chapter 11 of
the Bankruptcy Code; and
(g) perform other legal services.
The hourly rates of the firm's counsel and staff are as follows:
Noemi Landrau Rivera, Esq. $225
Legal and Financial Assistants $75
In addition, the firm will seek reimbursement for fees and
expenses.
The Debtor paid a retainer of $15,000.
Noemi Landrau Rivera, Esq., an attorney at Landrau Rivera & Assoc.,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Noemi Landrau Rivera, Esq.
Landrau Rivera & Assoc.
P.O. Box 270219
San Juan, PR 00927-0219
Telephone: (787) 774-0224
Facsimile: (787) 793-1004
Email: nlandrau@landraulaw.com
About Vigilancia Virtual y Policia Privada
Vigilancia Virtual y Policia Privada LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 24-01678) on Apr. 24, 2024. In the petition signed
by Israel Martinez Gutierrez, president, the Debtor disclosed under
$1 million in both assets and liabilities.
Judge Mildred Caban Flores oversees the case.
Landrau Rivera & Assoc., led by Noemi Landrau Rivera, Esq., serves
as the Debtor's legal counsel.
VILLAGE CENTER: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized the Village Center Group, LP to use cash collateral, on
an interim basis, in accordance with the budget, with a 10%
variance.
The court said that the lender is authorized to make interest
payments in the Real Estate case of $8.764, with a line-item
variance of 10%. The debtor must file a reconciliation statement by
June 20. 2024, comparing actual and budgeted amounts.
As previously reported by the Troubled Company Reporter, secured
creditor Maclyn LLC., (Maclyn), and/or Raymond C. Green Inc. TTEE
Raymond C Green Trustee are assignees of a note made by the Debtor,
with the principal amount of $872,804. The note is secured by a
mortgage on the property. In the prior chapter 11 filing, a proof
of claim was filed by Maclyn's predecessor in interest Michael
Italiaander in the amount of $1.115 million.
The Debtor believes it is obligated to the Massachusetts Department
of Revenue but is unsure of the amount owed and no Proof of Claim
was filed in the prior case. The Debtor is obligated to the
Internal Revenue Service in the approximate amount of $24,340.
A copy of the order is available at https://urlcurt.com/u?l=snRpnt
from PacerMonitor.com.
A further hearing on the matter is set for June 27, 2024 at 1:30
p.m.
The Village Center Group, Limited Partnership
West Yarmouth, Mass.-based Village Center Group filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Mass. Case No. 23-10193) on Feb. 23, 2023, with $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Brian S. Braginton-Smith, a partner at Village Center Group, signed
the petition.
The Village Center Group, Limited Partnership is a single asset
real estate as defined in 11 U.S.C. Section 101(51B).
Judge Christopher J. Panos oversees the case.
The Law Office of Peter M. Daigle represents the Debtor as counsel.
WAVEDANCER INC: CohnReznick Steps Down as Independent Auditor
-------------------------------------------------------------
WaveDancer, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on May 16, 2024,
CohnReznick LLP advised the Company that it is resigning from its
role as the independent registered public accounting firm for the
Company.
The reports of CohnReznick on the Company's consolidated financial
statements as of and for the two most recent fiscal years ended
December 31, 2023 and 2022, did not contain an adverse opinion or a
disclaimer of opinion, nor were such reports qualified or modified
as to uncertainty, audit scope or accounting principles, except for
the explanatory paragraphs in CohnReznick's audit reports dated
March 20, 2024 and April 17, 2023 that there was substantial doubt
as to the Company's ability to continue as a going concern.
During the Company's two most recent fiscal years ended December
31, 2023 and 2022, and the subsequent interim period through
CohnReznick's resignation, there were no "disagreements" between
the Company and CohnReznick 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 CohnReznick, would have caused CohnReznick to make reference to
the subject matter of the disagreements in connection with its
reports on the consolidated financial statements of the Company for
such years. During this same period, there were no "reportable
events" (within the meaning of Item 304(a)(1)(v) of Regulation S-K
and the related instructions under the Exchange Act).
About WaveDancer
WaveDancer, based in Fairfax, Va., has been servicing federal and
commercial customers since 1979. WaveDancer is in the business of
developing and maintaining information technology systems,
modernizing client information systems, and performing other
IT-related professional services to government and commercial
organization.
As of December 31, 2023, the Company had $4,519,835 in total
assets, $2,251,145 in total liabilities, and $2,268,690 in total
stockholders' equity.
Tysons, Va.-based CohnReznick LLP, the Company's auditor since
2012, issued a "going concern" qualification in its report dated
March 20, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
WEISS MULTI-STRATEGY: Millennium Demanded Job Cuts, Client Loss
---------------------------------------------------------------
Hema Parmar and Jonathan Randles of Bloomberg News reports that
Millennium Management demanded a number of significant changes at
Weiss Multi-Strategy Advisers as part of failed talks to take over
the troubled hedge fund, including firing all but five portfolio
managers, winding down the firm's core staff and kicking out client
cash.
The details were included in email correspondence made public as
part of Weiss's bankruptcy proceedings. The negotiations took place
in late February 2024, and ultimately fell apart when Millennium
walked away. Weiss went on to file for court protection in April
2024.
About Weiss Multi-Strategy Advisers
Weiss Multi-Strategy Advisers LLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 24-10743) on Apr. 29, 2024. In the petition signed by
George Weiss, manager, the Debtor disclosed $10 million to $50
million in assets and $100 million to $500 million in liabilities.
Judge Martin Glenn oversees the case.
The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as counsel and Omni Agent
Solutions, Inc. as claims and noticing agent.
WESTAR PLUMBING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Wester Plumbing Services, LLC
780 E. 39th Place
Yuma, AZ 85365
Case No.: 24-04301
Chapter 11 Petition Date: May 29, 2024
Court: United States Bankruptcy Court
District of Arizona
Judge: Hon. Brenda Moody Whinery
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN, JONES & GILES, PLC
1850 N. Central Avenue, Suite 1025
Phoenix, AZ 85004
Tel: 602-256-6000
Fax: 602-252-4712
Email: tallen@bkfirmaz.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Trevor Swenson as owner.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QTISMSY/WESTAR_PLUMBING_SERVICES_LLC__azbke-24-04301__0001.0.pdf?mcid=tGE4TAMA
WHITNEY OIL & GAS: Seeks to Sell East Bay Assets to Spectrum
------------------------------------------------------------
Whitney Oil & Gas, LLC asked the U.S. Bankruptcy Court for the
Eastern District of Louisiana to approve the sale of its assets in
the East Bay field to Spectrum GOM East, LLC.
The assets to be sold include certain state leases owned by the
company, which is the operator of record for the East Bay assets.
Spectrum offered $500,000 for the East Bay assets, subject to
adjustments. The buyer also agreed to pay up to $920,559.86 for the
cure cost for compressors if it elects to assume contracts
attendant to such compressors.
The East Bay assets are being sold "free and clear" of liens and
encumbrances.
The projected closing date is July 1.
In the event there is a competing offer for the East Bay assets, it
must exceed Spectrum's $500,000 offer by at least $50,000.
Spectrum will receive a breakup fee of $25,000 in case its sale
agreement is terminated by Whitney in favor of a competing offer.
Judge Meredith Grabill is set to hold a hearing on the proposed
sale on June 25.
About Whitney Oil & Gas
Whitney Oil & Gas, LLC operates in the oil and gas extraction
industry. The company is based in Houston, Texas.
Whitney Oil & Gas filed Chapter 11 petition (Bankr. E.D. La. Case
No. 23-11873) on Oct. 26, 2023, with $1 million to $10 million in
both assets and liabilities.
Judge Meredith S. Grabill oversees the case.
Douglas S. Draper, Esq., at Heller, Draper & Horn, LLC is the
Debtor's legal counsel.
WOMEN'S HEALTH: Court OKs Cash Collateral Access on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
authorized Women's Health Institute of Stockbridge, LLC to use cash
collateral, on a final basis, in accordance with the budget,
pending a final hearing.
The Debtor requires the use of cash collateral for payment of
expenses necessary for the operation of its business.
The court said that the Debtor's budget will include a $1,000 per
month payment to the Chapter 11 Sub V Trustee commencing on June
15, 2024.
The Debtor will pay Cadence Bank $5,000 per month, commencing on
May 15, 2024, until its claim is satisfied in full. Cadence Bank's
loan documents will remain in full force and effect.
A copy of the order is available at https://urlcurt.com/u?l=D5u16v
from PacerMonitor.com.
About Women's Health Institute of Stockbridge, LLC
Women's Health Institute of Stockbridge, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case
No. 24-50510) on April 3, 2024. In the petition signed by Nnameka
M. Umerah, managing member, the Debtor disclosed up to $50,000 in
assets and up to $1 million in liabilities.
Judge Austin E. Carter oversees the case.
Wesley J. Boyer, Esq., at Boyer Terry LLC, represents the Debtor as
legal counsel.
YWFM LLC: Court OKs Cash Collateral Access on Final Basis
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
authorized YWFM, LLC, d/b/a Brian's Tire and Service to use cash
collateral, on a final basis, in accordance with the budget.
As adequate protection for the Debtor's use of cash collateral, the
Internal Revenue Service and the U.S. Small Business Administration
will have a post-petition security interests in, and liens upon,
all of the Debtor's personal property. The Post-Petition Liens are,
and will be deemed, perfected without the need to execute or file
any document or instrument that might otherwise be required under
applicable non-bankruptcy law to perfect said lien.
As additional adequate protection for the Debtor's use of cash
collateral, the Debtor will, on or before May 1, 2024, and on the
1st day of each month thereafter prior to confirmation, deliver to
the SBA monthly payments in the amount of $1,500, unless otherwise
ordered by the Court.
A copy of the order is available at https://urlcurt.com/u?l=IgE0Lv
from PacerMonitor.com.
About YWFM LLC
YWFM, LLC, doing business as Brian's Tire and Service, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Fla. Case No. 24-40141) on April 3, 2024, with $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Brian Lombardino, owner, signed the petition.
Judge Karen K. Specie oversees the case.
Byron W. Wright III, Esq., at Bruner Wright, P.A. represents the
Debtor as legal counsel.
ZUNAIRAH PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Zunairah Properties LLC
168-25 Hillside Avenue, 2nd Floor
Jamaica, NY 11432
Business Description: Zunairah Properties is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: May 30, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-42300
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Ehsanul Habib, Esq.
POLTIELOV & HABIB LLP
118-21 Queens Blvd., Suite 603
Forest Hills, NY 11375
Tel: 718-285-0466
Fax: 718-520-0155
Email: ehsanulhbb@yahoo.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Md Kamrul H Khan as managing member.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Z3CEL5Q/Zunairah_Properties_LLC__nyebke-24-42300__0001.0.pdf?mcid=tGE4TAMA
[*] 3 Big Mall Retailers Closing Stores After Filing Bankruptcy
---------------------------------------------------------------
Daniel Kline of The Street reports that the retail apocalypse keeps
claiming brands with a long history. Even though the retail market
has largely recovered, stores keep filing for bankruptcy with many
not making it through the Chapter 11 bankruptcy process.
Bed Bath & Beyond, Tuesday Morning, Christmas Tree Shops, and Sam
Ash, the famed music chain, all reached the painful decision to
liquidate. Joann, Party City, and David's Bridal all managed to
make it through Chapter 11 and continue to operate.
Popular restaurant chain eyes Chapter 11 bankruptcy as problems
grow It's a challenging market because many retailers have
struggled with the debt that had to take on during the Covid
pandemic. It's expensive to borrow money due to higher interest
rates and that has made it hard for some companies to find the cash
they need to operate.
Foot traffic at malls has nearly recovered, according to a new
white paper by foot traffic analytics firm Placer.ai, The Comeback
of the Mall in 2024.
"The white paper finds that during 2023, visits at indoor malls
were down 5.8% compared to 2019 — a dramatic improvement from
being down more than 15% in 2021. Similarly, open-air shopping
center foot traffic was down only 1% last year compared to 2019.
The white paper notes that visits for the shopping center industry
at large were down 2.3%, and foot traffic may yet pick up again in
2024,” the company shared.
That should be a positive, but it has not stopped, or even slowed,
what has been a steady flow of store closures and bankruptcies.
Ted Baker shutting down
A higher-end retail clothing chain, Ted Baker had a relatively
modest origin story."Having launched as a shirt specialist of some
repute in Glasgow Ted Baker quickly became the place to buy some of
the very best contemporary men's shirting around," the company
shared on the United Kingdom version of its website.
The United States and Canada are no longer choices on the long list
of countries the company's website offers.
"From the beginning, Ted has had a very clear, unswerving, focus on
quality, attention to detail, and a quirky sense of humour, so much
so in fact that the first stores used to provide a laundry service
for every shirt purchased – something that gained the quickly
growing brand the title of ‘No Ordinary Designer Label'.
Everything produced under the Ted Baker name has his personality
woven into its very heart," the company added.
The popular brand, along with two other big-name brands the company
licenses will be closing select locations in the U.S. and Canada
under a Chapter 15 bankruptcy filing.
Ted Baker, Lucky, Brooks Brothers closing some stores
"Ted Baker Canada, which conducts business operations for Ted Baker
in Canada, Ted Baker Limited in the United States, Brooks Brothers
in Canada, and Lucky Brand in Canada" shared in a May press release
"that it will be commencing store closing sales across select
locations.
All Ted Baker stores in the U.S. and Canada will be closing. The
company has begun a liquidation sale where its 31 stores in the
U.S. and nine locations in Canada will be offering 30% off sales.
The chain has closed its website for sales in both countries.
"Brooks Brothers Canada is offering savings of up to 30% off
original prices on the entire selection of high-end luxury apparel
for men, women and children and home furnishings across all 8
retail stores in Canada," the company shared.
Lucky Brand Canada will offer the same 30% off on its entire
collection of men's and women's casual apparel, including premium
denim, graphic tees, dresses, and accessories across all 7 retail
stores in Canada.
"The store closing sales will apply at retail stores only. As of
May 10, 2024, online shopping is no longer available for the time
being, and all sales are final across all of the company's retail
locations," it shared.
Ted Baker Canada's bankruptcy was filed in Canada and is considered
a Chapter 15 bankruptcy filing.
"This chapter of the bankruptcy code allows for the recognition in
the U.S. of foreign bankruptcy proceedings and access to domestic
judicial proceedings by foreign representatives," the IRS shared on
its website.
[*] Healthcare Chapter 11 Filings Highest in 15 Years
-----------------------------------------------------
Kathleen Steele Gaivin of McKnights Senior Living reports that
according to the newest Polsinelli-TrBK Distress Indices Report,
Chapter 11 bankruptcies in healthcare, including senior living
reached a multiyear high in the first quarter of 2024.
"We continue to see intense stress in senior living," Jeremy R.
Johnson, a bankruptcy and restructuring attorney at Polsinelli and
co-author of the report, said in a press release issued in
conjunction with the report. "We have seen several skilled nursing
operators singing a similar refrain in the senior living space,
with inflation, staffing issues, difficulty in providing profitable
care in rural areas, and COVID, all putting pressure on
operations."
Polsinelli shareholder attorney David E. Gordon echoed these
comments about senior living, which the report defined as
independent living, assisted living, skilled nursing, memory care
and CCRCs.
"Senior living hasn't quite bounced back from the pandemic in the
way that a lot of people predicted," Gordon, who leads Polsinelli's
national distressed healthcare practice, counseling on business
bankruptcies and insolvencies with a distinct focus on healthcare
industry restructuring, told the McKnight's Business Daily on
Thursday. "While the lifting of covid restrictions has helped with
occupancy, the increased and sustained cost of labor has weighed
heavily on the industry. When you add to this the traditional
headwinds of thin margins and stagnant reimbursement rates, the
problems in senior living continue unabated."
The Polsinelli-TrBK Distress Indices quarter report tracks the
increase or decrease in all Chapter 11 filings with more than $1
million in assets since the fourth quarter of 2010. It includes
both public and private companies, providing breakdowns of distress
specifically in the real estate and healthcare services sectors.
Healthcare services bankruptcy filings represented 12.17% of all
distress filings on a rolling four-quarter basis, the report noted.
The data show the Health Care Services Distress Research Index was
913.33 for the first quarter of 2024, a 201-point increase over the
preceding quarter. Since the first quarter of 2023, the Health Care
Services Distress Research Index has increased 795 points. and
"Compared with the benchmark period of the fourth quarter of 2010,
it is up over 813 points," according to the report. "This is the
highest the Health Care Index has registered since the Indices
started tracking the data 13 years ago, beating the previous highs
from each of the last three quarters."
The Southeast continues to outpace the rest of the country as the
busiest region for bankruptcy filings, according to the report. The
Southeast region reported 33.4% of the filings in the first
quarter, followed by Northeast and Delaware at 30.8% and 16.1%,
respectively. Since the benchmark period of 2020, the Northeast has
shown the biggest increase in filings.
[^] BOOK REVIEW: The Titans of Takeover
---------------------------------------
Author: Robert Slater
Publisher: Beard Books
Softcover: 252 pages
List Price: $34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html
Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge. No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars. Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the twentieth
century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.
Then came the decade of the 1980s. Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done. These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted
Turner -- saw what others missed: that many of the corporate giants
were anomalies, possessed of assets well worth possessing yet with
stock market performances so unimpressive that they could be had
for bargain prices.
When the corporate raiders needed expert help, enter the investment
bankers (Joseph Perella and Bruce Wasserstein) and the M&A
attorneys (Joseph Flom and Martin Lipton). And when the merger
went through, enter the arbitragers who took advantage of stock
run-ups, people like Ivan "Greed is Good" Boesky.
The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.
By mid-decade, every industry had been affected: in 1985, 3,000
transactions took place, worth a record-breaking $200 billion. The
players caught the fancy of the media and began showing up in the
news until their faces were almost as familiar to the public as the
postman's. As a result, Jane and John Q. Citizen's in Wall Street
began its climb from near zero to the peak where (for different
reasons) it is today.
What caused this avalanche of activity? Three words: President
Ronald Reagan. Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.
Reagan took office on Jan. 20, 1981, and it wasn't long after that
that his Attorney General, William French Smith, trotted before the
D.C. Bar to opine that, "Bigness does not necessarily mean badness.
Efficient firms should not be hobbled under the guise of antitrust
enforcement." (This new approach may have been a necessary
corrective to the over-zealousness of earlier years, exemplified by
the Supreme Court's 1966 decision upholding an enforcement action
against the merger of two supermarket chains because the Court felt
their combined share of 8% (yes, that's "eight percent") of the Los
Angeles market was potentially anticompetitive.)
Raiders, investment bankers, lawyers, and arbitragers, plus the fun
couple Bill Agee and Mary Cunningham --remember them? -- are the
personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.
About The Author
Robert Slater (1943-2014) was an American author and journalist.
He was known for over two dozen books, including biographies of
political and business figures like Golda Meir, Yitzhak Rabin,
George Soros, and Donald Trump. Slater graduated with honors from
the University of Pennsylvania in 1966, with a degree in political
science. He received a master's degree in international relations
from the London School of Economics in 1967.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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